Common use of Right to Demand Registration Clause in Contracts

Right to Demand Registration. (a) If, at any time one or more of the MSCG Holders holding Registrable Securities representing 2.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) submits a written request (a “Request Notice”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by such MSCG Holder or MSCG Holders (a “Demand Registration”), the Company shall thereupon, as expeditiously as possible, use its reasonable best efforts to file a registration statement with the Commission and have the registration statement declared effective by the Commission; provided, however, that the number of Registrable Securities as to which such request is made shall represent not less than 2.5% of the then outstanding Common Stock and Common Stock Equivalents. The MSCG Holders acknowledge that, within 10 days after receipt of such Request Notice, the Company will serve written notice of such registration request to (i) all Preferred Stock Investor Holders who hold shares of Common Stock which carry registration rights pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”), and, subject to the pro rata allocations set forth in Section 2.2.4, the Company will include in such Demand Registration all such shares of Common Stock held by the Preferred Stock Investor Holders, LDC Holders, Institutional Investors and MSCG Holders with respect to which the Company has received a written request for inclusion therein within 20 days after the giving of the Preferred Stock Investor Notice, the LDC Notice, the Institutional Investor Notice and the MSCG Demand Notice. Any Demand Registration representing 2.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, at MSCG’s option, be underwritten by one or more underwriters and shall be subject to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offering.

Right to Demand Registration. Subject to Section 4(b) below, the Fund, any Fund Associate (a) If, so long as such Fund Associate holds at any time one or more least 10% of the MSCG Holders holding Registrable Securities representing 2.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise priceStock) submits and Roj shall be entitled to make a written request (a “Request Notice”"Demand Registration Request") to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Securities Act of all or part of the Registrable Securities then owned by such MSCG Holder or MSCG Holders it (a “"Demand Registration”), ") (which Demand Registration Request shall specify the Company shall thereupon, as expeditiously as possible, use its reasonable best efforts to file a registration statement with the Commission and have the registration statement declared effective by the Commission; provided, however, that the intended number of Registrable Securities as to which be disposed of by such request is made holder and the intended method of disposition thereof); provided, that (i) the Company may, if the Board of Directors so determines in the exercise of its reasonable judgment that due to a pending or contemplated acquisition or disposition or public offering it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed 90 days, and (ii) if the Company elects not to effect the Demand Registration pursuant to the terms of this sentence, no Demand Registration shall represent not less than 2.5% of the then outstanding Common Stock and Common Stock Equivalentsbe deemed to have occurred for purposes hereof. The MSCG Holders acknowledge that, within 10 days Promptly after receipt of such Request Noticethe Demand Registration Request, the Company will serve written notice (the "Notice") of such registration request Demand Registration Request to (i) all Preferred Stock Investor Holders who hold shares holders of Common Stock which carry registration rights pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”), Registrable Securities and, subject to the pro rata allocations set forth in Section 2.2.4paragraph (c) below, the Company will include in such Demand Registration registration all Registrable Securities of such shares of Common Stock held by the Preferred Stock Investor Holders, LDC Holders, Institutional Investors and MSCG Holders holders with respect to which the Company has received a written request requests for inclusion therein from such holders within 20 fifteen (15) business days after the giving receipt by the applicable holder of the Preferred Stock Investor Notice, the LDC Notice, the Institutional Investor Notice and the MSCG Demand Notice. Any Demand Registration representing 2.5% or more in All requests made pursuant to this paragraph 4(a) will specify the aggregate number of the then outstanding Common Stock (assuming conversion or exercise Registrable Securities to be registered and will also specify the intended methods of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, at MSCG’s option, be underwritten by one or more underwriters and shall be subject to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offeringdisposition thereof.

Right to Demand Registration. Each of (aA) Ifa Qualified Holder, at any time one or more of the MSCG Holders holding Registrable Securities representing 2.5% or more and (B) ---------------------------- Management Stockholders that in the aggregate Beneficially Own at least 50.1% of the then outstanding shares of Class A Voting Common Stock (assuming conversion or exercise of all Common Stock Equivalents held then Beneficially Owned by the MSCG Holders into Common Stock at Management Stockholders (each a "Demanding Stockholder" and, collectively, the then conversion price or exercise price"Demanding Stockholders") submits shall have the right to make a written request (a “Request Notice”) to the Company for registration with the Commission Commission, under and in accordance with the provisions of the 1933 Act Securities Act, of all or part of the their Registrable Securities then owned by such MSCG Holder or MSCG Holders pursuant to an underwritten offering (a “"Demand Registration”"), which request shall specify the Company shall thereupon, as expeditiously as possible, use its reasonable best efforts number of Registrable Securities proposed to file a registration statement with the Commission and have the registration statement declared effective be sold by the Commissioneach Demanding Stockholder; provided, however, that (x) the number Company need not effect a -------- ------- Demand Registration unless in the aggregate the sale of the Registrable Securities proposed to be sold by the Demanding Stockholder shall reasonably be expected to result in aggregate gross proceeds to such Demanding Stockholder of at least $10 million, and (y) if the Board of Directors determines that a Demand Registration would interfere with any pending or contemplated material acquisition, disposition, financing or other material transaction, the Company may defer a Demand Registration (including by withdrawing any Registration Statement filed in connection with a Demand Registration); so long as that the aggregate of all such deferrals shall not exceed one hundred twenty (120) days in any 360-day period. Demand Registration shall not be deemed a Demand Registration hereunder until such Demand Registration has been declared effective by the Commission (without interference by any stop order, injunction or other order or requirement of the Commission or other governmental agency, for any reason), and maintained continuously effective for a period of at least three (3) months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration; provided, -------- however, that a Qualified Holder may, not more frequently than once in any ------- twelve (12) month period, request that the Demand Registration be a shelf registration that is maintained continuously effective for a period of at least six (6) months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration, and may be one (whether or not a shelf) in which the plan of distribution covers any short sale, collar, hedging or other derivative transaction and the settlement thereof (including, without limitation, the issuance of a security which is convertible into, exercisable for, or payable either mandatorily or at the option of the issuer of such security in shares of Common Stock). A Demanding Stockholder may make a written request for a Demand Registration in accordance with the foregoing in respect of Equity Securities that it intends to which convert into shares of Class A Voting Common Stock upon the effectiveness of the Registration Statement prepared in connection with such demand, and the Company shall fulfill its obligations under this Section 5 in a manner that permits such Demanding Stockholder to exercise its conversion rights in respect of such Equity Securities and substantially contemporaneously sell the shares of Class A Voting Common Stock issuable upon such conversion under such Registration Statement. The Company will not be obligated to effect more than two (2) separate Demand Registrations during any twelve (12) month period; provided, however, that only one (1) request is made shall represent not less than 2.5for a Demand Registration may be exercised by (i) AT&T PCS and/or (ii) Management Stockholders that in the aggregate Beneficially Own at least 50.1% of the then outstanding shares of Class A Voting Common Stock and Common Stock Equivalentsthen Beneficially Owned by the Management Stockholders during any twelve (12) month period. The MSCG Holders acknowledge that, within 10 Within ten (10) days after receipt of such Request Noticethe request for a Demand Registration, the Company will serve send written notice (the "Demand Notice") of such registration Registration request and its intention to (i) comply therewith to all Preferred Stock Investor Holders Stockholders who hold shares are holders of Common Stock which carry registration rights pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”), Registrable Securities and, subject to the pro rata allocations set forth in Section 2.2.45(a)(ii), the Company will include in such Demand Registration all Registrable Securities of such shares of Common Stock held by the Preferred Stock Investor Holders, LDC Holders, Institutional Investors and MSCG Holders Stockholders with respect to which the Company has received a written request requests for inclusion therein within 20 twenty (20) days after the giving of the Preferred Stock Investor Notice, the LDC Notice, the Institutional Investor last date such Demand Notice and the MSCG Demand Notice. Any Demand Registration representing 2.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, at MSCG’s option, be underwritten by one or more underwriters and shall be subject was deemed to have been given pursuant to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offering12.1.

Right to Demand Registration. From and after the ninety-first ---------------------------- (a91st) If, at any time one day following the IPO Date (or more such longer period as may be required by the managing underwriters of the MSCG Holders holding Registrable Securities representing 2.5% or more Company's initial public offering) and, subject to Section 4.1(d), each of (A) AT&T PCS, (B) a Qualified Holder, and (C) -------------- Management Stockholders that in the aggregate Beneficially Own at least 50.1% of the then outstanding shares of Common Stock (assuming conversion or exercise of all Common Stock Equivalents held then Beneficially Owned by the MSCG Holders into Common Stock at Management Stockholders (each a "Demanding Stockholder" and, --------------------- collectively, the then conversion price or exercise price"Demanding Stockholders") submits shall have the right to make a ---------------------- written request (a “Request Notice”) to the Company for registration with the Commission Commission, under and in accordance with the provisions of the 1933 Act Securities Act, of all or part of the their Registrable Securities then owned by such MSCG Holder or MSCG Holders pursuant to an underwritten offering (a “"Demand ------ Registration”"), which request shall specify the Company shall thereupon, as expeditiously as possible, use its reasonable best efforts number of Registrable Securities ------------ proposed to file a registration statement with the Commission and have the registration statement declared effective be sold by the Commissioneach Demanding Stockholder; provided, however, that (x) the number Company need not effect a Demand Registration unless the sale of the Registrable Securities proposed to be sold by the Demanding Stockholder shall reasonably be expected to result in aggregate gross proceeds to such Demanding Stockholder of at least $10 million, and (y) if the Board of Directors determines that a Demand Registration would interfere with any pending or contemplated material acquisition, disposition, financing or other material transaction, the Company may defer a Demand Registration (including by withdrawing any Registration Statement filed in connection with a Demand Registration); so long as that the aggregate of all such deferrals shall not exceed one hundred twenty (120) days in any 360 day period. Demand Registration shall not be deemed a Demand Registration hereunder until such Demand Registration has been declared effective by the Commission (without interference by any stop order, injunction or other order or requirement of the Commission or other governmental agency, for any reason), and maintained continuously effective for a period of at least three (3) months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration; provided, however, that a Qualified Holder may, not more frequently than once in any twelve (12) month period, request that the Demand Registration be a shelf registration that is maintained continuously effective for a period of at least six (6) months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration. A Demanding Stockholder may make a written request for a Demand Registration in accordance with the foregoing in respect of Equity Securities that it intends to which convert into shares of Common Stock upon the effectiveness of the Registration Statement prepared in connection with such demand, and the Company shall fulfill its obligations under this Section 5 in a --------- manner that permits such Demanding Stockholder to exercise its conversion rights in respect of such Equity Securities and substantially contemporaneously sell the shares of Common Stock issuable upon such conversion under such Registration Statement. The Company will not be obligated to effect more than two (2) separate Demand Registrations during any twelve (12) month period; provided, however, that only one (1) request is made shall represent not less than 2.5for a Demand Registration may be exercised by AT&T PCS and/or Management Stockholders that in the aggregate Beneficially Own at least 50.1% of the then outstanding shares of Common Stock and Common Stock Equivalentsthen Beneficially Owned by the Management Stockholders during any twelve (12) month period. The MSCG Holders acknowledge that, within 10 Within ten (10) days after receipt of such Request Noticethe request for a Demand Registration, the Company will serve send written notice (the "Demand Notice") of such registration ------------- Registration request and its intention to (i) comply therewith to all Preferred Stock Investor Holders Stockholders who hold shares are holders of Common Stock which carry registration rights pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”), Registrable Securities and, subject to the pro rata allocations set forth in Section 2.2.45(a)(ii), the ---------------- Company will include in such Demand Registration all Registrable Securities of such shares of Common Stock held by the Preferred Stock Investor Holders, LDC Holders, Institutional Investors and MSCG Holders Stockholders with respect to which the Company has received a written request requests for inclusion therein within 20 twenty (20) days after the giving of the Preferred Stock Investor Notice, the LDC Notice, the Institutional Investor last date such Demand Notice and the MSCG Demand Notice. Any Demand Registration representing 2.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, at MSCG’s option, be underwritten by one or more underwriters and shall be subject was deemed to have been given pursuant to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offering.12.1. ------------

Right to Demand Registration. From and after the ninety-first ---------------------------- (a91st) If, at any time one day following the IPO Date (or more such longer period as may be required by the managing underwriters of the MSCG Holders holding Registrable Securities representing 2.5% or more Company's initial public offering) and, subject to Section 4.1(d), each of (A) a Qualified Holder, and (B) Management Stockholders that in the aggregate Beneficially Own at least 50.1% of the then outstanding shares of Class A Voting Common Stock (assuming conversion or exercise of all Common Stock Equivalents held then Beneficially Owned by the MSCG Holders into Common Stock at Management Stockholders (each a "Demanding Stockholder" and, collectively, the then conversion price or exercise price"Demanding Stockholders") submits shall have the right to make a written request (a “Request Notice”) to the Company for registration with the Commission Commission, under and in accordance with the provisions of the 1933 Act Securities Act, of all or part of the their Registrable Securities then owned by such MSCG Holder or MSCG Holders pursuant to an underwritten offering (a “"Demand Registration”"), which request shall specify the Company shall thereupon, as expeditiously as possible, use its reasonable best efforts number of Registrable Securities proposed to file a registration statement with the Commission and have the registration statement declared effective be sold by the Commissioneach Demanding Stockholder; provided, however, that (x) the number Company need not effect a Demand -------- ------- Registration unless in the aggregate the sale of the Registrable Securities proposed to be sold by the Demanding Stockholder shall reasonably be expected to result in aggregate gross proceeds to such Demanding Stockholder of at least $10 million, and (y) if the Board of Directors determines that a Demand Registration would interfere with any pending or contemplated material acquisition, disposition, financing or other material transaction, the Company may defer a Demand Registration (including by withdrawing any Registration Statement filed in connection with a Demand Registration); so long as that the aggregate of all such deferrals shall not exceed one hundred twenty (120) days in any 360-day period. Demand Registration shall not be deemed a Demand Registration hereunder until such Demand Registration has been declared effective by the Commission (without interference by any stop order, injunction or other order or requirement of the Commission or other governmental agency, for any reason), and maintained continuously effective for a period of at least three (3) months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration; provided, however, that a -------- ------- Qualified Holder may, not more frequently than once in any twelve (12) month period, request that the Demand Registration be a shelf registration that is maintained continuously effective for a period of at least six (6) months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration. A Demanding Stockholder may make a written request for a Demand Registration in accordance with the foregoing in respect of Equity Securities that it intends to which convert into shares of Class A Voting Common Stock upon the effectiveness of the Registration Statement prepared in connection with such demand, and the Company shall fulfill its obligations under this Section 5 in a manner that permits such Demanding Stockholder to exercise its conversion rights in respect of such Equity Securities and substantially contemporaneously sell the shares of Class A Voting Common Stock issuable upon such conversion under such Registration Statement. The Company will not be obligated to effect more than two (2) separate Demand Registrations during any twelve (12) month period; provided, however, -------- ------- that only one (1) request is made shall represent not less than 2.5for a Demand Registration may be exercised by (i) AT&T PCS and/or (ii) Management Stockholders that in the aggregate Beneficially Own at least 50.1% of the then outstanding shares of Class A Voting Common Stock and Common Stock Equivalentsthen Beneficially Owned by the Management Stockholders during any twelve (12) month period. The MSCG Holders acknowledge that, within 10 Within ten (10) days after receipt of such Request Noticethe request for a Demand Registration, the Company will serve send written notice (the "Demand Notice") of such registration Registration request and its intention to (i) comply therewith to all Preferred Stock Investor Holders Stockholders who hold shares are holders of Common Stock which carry registration rights pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”), Registrable Securities and, subject to the pro rata allocations set forth in Section 2.2.45(a)(ii), the Company will include in such Demand Registration all Registrable Securities of such shares of Common Stock held by the Preferred Stock Investor Holders, LDC Holders, Institutional Investors and MSCG Holders Stockholders with respect to which the Company has received a written request requests for inclusion therein within 20 twenty (20) days after the giving of the Preferred Stock Investor Notice, the LDC Notice, the Institutional Investor last date such Demand Notice and the MSCG Demand Notice. Any Demand Registration representing 2.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, at MSCG’s option, be underwritten by one or more underwriters and shall be subject was deemed to have been given pursuant to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offering12.1.

Right to Demand Registration. (ai) IfSubject to Article III of the Standstill Agreement, at any time upon the written request of one or more of the MSCG Holders holding Registrable Securities representing 2.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) submits a written request (a “Request Notice”) to requesting that the Company for effect the registration with under the Commission under and in accordance with the provisions of the 1933 Securities Act of all or part of the such Holders' Registrable Securities then owned by (constituting in the aggregate at least 2% but no more than 25% of the total number of Company Common Shares or other Registrable Securities outstanding at the date of such MSCG Holder request or MSCG Holders such lesser number as the managing underwriter, if any, of the offering may determine is the maximum number of shares that may be offered without adversely affecting the trading market of the Company Common Stock, as provided in paragraph (a “Demand Registration”)f) below) and specifying the intended method of disposition thereof, the Company shall thereuponthereupon will, as expeditiously as possible, use its reasonable best efforts to file a effect the registration statement under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Holder, provided that the Company shall be obligated to register Registrable Securities pursuant to this Section 3(a) on only five occasions and no more than two demand registrations may be requested in any twelve-month period, and provided further that the Company shall not be obligated to effect more than three registrations pursuant to this Section 3(a) and Section 2(a) in any twelve-month period. In order to assure the efficient operation of this Section 3(a), BNP may, upon transfer of any shares of Class A Common Stock in accordance with the Commission and have the registration statement declared effective by the Commission; provided, however, that the number of Registrable Securities as to which such request is made shall represent not less than 2.5% provisions of the then outstanding Common Stock and Common Stock EquivalentsStandstill Agreement, enter into appropriate agreements with any transferee who would become a Holder to limit such transferee's rights to cause the Company to register securities pursuant to this Section 3(a) without the consent of the Holders' Representative; provided that BNP shall deliver a copy of such agreement to the Company. The MSCG Holders acknowledge that, within 10 days after (ii) Promptly upon receipt of such Request Noticeany request for a demand registration pursuant to paragraph (a)(i) above (but in no event more than five Business Days thereafter), the Company will shall serve written notice of any such registration request to (i) all Preferred Stock Investor Holders who hold shares of Common Stock which carry registration rights pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”)Holders, and, subject to the pro rata allocations set forth in Section 2.2.4, and the Company will shall include in such Demand Registration registration all such shares Registrable Securities of Common Stock held by the Preferred Stock Investor Holders, LDC Holders, Institutional Investors and MSCG Holders any Holder with respect to which the Company has received a written request requests for inclusion therein within 20 days 30 Business Days after such notice has been given pursuant to Section 6(f). All requests made pursuant to this Section 4(a)(ii) shall specify the giving kind and aggregate amount of the Preferred Stock Investor Notice, the LDC Notice, the Institutional Investor Notice Registrable Securities to be registered and the MSCG Demand Noticeintended method of distribution of such securities. Any Demand Registration representing 2.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, at MSCG’s option, be underwritten by one or more underwriters and shall be subject to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offering.b)

Right to Demand Registration. (a) If, at any time one or more of the MSCG Holders holding Registrable Securities representing 2.52.0% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) submits a written request (a “Request Notice”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by such MSCG Holder or MSCG Holders (a “Demand Registration”), the Company shall thereupon, as expeditiously as possible, use its reasonable best efforts to file a registration statement with the Commission and have the registration statement declared effective by the Commission; provided, however, that Commission and the number of Registrable Securities as to which such request is made shall represent not less than 2.52.0% of the then outstanding Common Stock and Common Stock Equivalents. The MSCG Holders acknowledge that, within 10 ten (10) days after receipt of such Request Notice, the Company will serve written notice of such registration request to (i) all Preferred Stock Investor Holders who hold shares of Common Stock which carry registration rights pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”), and, subject to the pro rata allocations set forth in Section 2.2.4, the Company will include in such Demand Registration all such shares of Common Stock held by the Preferred Stock Investor Holders, LDC Holders, Institutional Investors and MSCG Holders with respect to which the Company has received a written request for inclusion therein within 20 twenty (20) days after the giving of the Preferred Stock Investor Notice, the LDC Notice, the Institutional Investor Notice and the MSCG Demand Notice. Any Demand Registration representing 2.54.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, at MSCG’s the majority of the Holders’ option, be underwritten by one or more underwriters and shall be subject to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offering.

Right to Demand Registration. Each of (aA) If, at any time one or more the Carlyle Stockholders and the Clipper Stockholders as a group; (B) the Xxxx Xxxxx Stockholders as a group and (C) SBW (each referred to herein as a "DEMANDING GROUP") shall have the right on the number of the MSCG Holders holding Registrable Securities representing 2.5% or more occasions set forth in the aggregate of the then outstanding Common Stock subsection (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise priceb)(2) submits to make a written request (a “Request Notice”) to of the Company for registration with the Commission Commission, under and in accordance with the provisions of the 1933 Act Securities Act, of all or part of their Registrable Securities (a "DEMAND REGISTRATION"); PROVIDED, that (x) the Company shall not effect a Demand Registration unless such Demand Registration has been requested by persons holding at least a majority of the Registrable Securities then owned held by the Demanding Group on the date of such MSCG Holder written request and unless the number of Shares to be sold in such Demand Registration by the Demanding Group is at least 1,000,000 shares of Common Stock, (y) if the Board of Directors determines in the exercise of its reasonable judgment that, due to a pending or MSCG Holders (contemplated acquisition or disposition, to effect such Demand Registration at such time would have a “Demand Registration”)material adverse effect on the Company, the Company may defer such Demand Registration for a single period not to exceed one hundred eighty (180) days (but if the Company elects to defer any Demand Registration pursuant to the terms of this sentence, no Demand Registration shall thereupon, as expeditiously as possible, use its reasonable best efforts be deemed to file a registration statement with have occurred for purposes of this Agreement) and (z) the Commission and have the registration statement declared effective by the Commission; provided, however, that Company shall be obligated to effect only the number of Registrable Securities as to which such request is made shall represent not less than 2.5% of the then outstanding Common Stock and Common Stock EquivalentsDemand Registrations set forth in subsection 4(b)(2) below. The MSCG Holders acknowledge that, within 10 Within ten (10) days after receipt of such Request Noticethe request for a Demand Registration, the Company will serve send written notice (the "NOTICE") of such registration request and its intention to (i) comply therewith to all Preferred Stock Investor Holders Stockholders who hold shares are holders of Common Stock which carry registration rights pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”), Registrable Securities and, subject to the pro rata allocations set forth in Section 2.2.4subsection (3) below, the Company will include in such Demand Registration registration all Registrable Securities of such shares of Common Stock held by the Preferred Stock Investor Holders, LDC Holders, Institutional Investors and MSCG Holders Stockholders with respect to which the Company has received a written request requests for inclusion therein within 20 twenty (20) business days after the giving effectiveness of the Preferred Stock Investor Notice, the LDC Notice, the Institutional Investor Notice and the MSCG Demand Notice. Any Demand Registration representing 2.5% or more in All requests made pursuant to this subsection (b)(1) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the then outstanding Common Stock (assuming conversion or exercise intended methods of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, at MSCG’s option, be underwritten by one or more underwriters and shall be subject to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offeringdisposition thereof.

Right to Demand Registration. From and after the ninety-first ---------------------------- (a91st) If, at any time one day following the IPO Date (or more such longer period as may be required by the managing underwriters of the MSCG Holders holding Registrable Securities representing 2.5% or more Company's initial public offering) and, subject to Section 4.1(d), each of (A) AT&T PCS, (B) a Qualified Holder, and (C) Management Stockholders that in the aggregate Beneficially Own at least 50.1% of the then outstanding shares of Common Stock (assuming conversion or exercise of all Common Stock Equivalents held then Beneficially Owned by the MSCG Holders into Common Stock at Management Stockholders (each a "Demanding Stockholder" and, collectively, the then conversion price or exercise price"Demanding Stockholders") submits shall have the right to make a written request (a “Request Notice”) to the Company for registration with the Commission Commission, under and in accordance with the provisions of the 1933 Act Securities Act, of all or part of the their Registrable Securities then owned by such MSCG Holder or MSCG Holders pursuant to an underwritten offering (a “"Demand Registration”"), which request shall specify the Company shall thereupon, as expeditiously as possible, use its reasonable best efforts number of Registrable Securities proposed to file a registration statement with the Commission and have the registration statement declared effective be s old by the Commissioneach Demanding Stockholder; provided, however, that (x) the number Company need not effect a Demand --------- ------- Registration unless the sale of the Registrable Securities proposed to be sold by the Demanding Stockholder shall reasonably be expected to result in aggregate gross proceeds to such Demanding Stockholder of at least $10 million, and (y) if the Board of Directors determines that a Demand Registration would interfere with any pending or contemplated material acquisition, disposition, financing or other material transaction, the Company may defer a Demand Registration (including by withdrawing any Registration Statement filed in connection with a Demand Registration); so long as that the aggregate of all such deferrals shall not exceed one hundred twenty (120) days in any 360-day period. Demand Registration shall not be deemed a Demand Registration hereunder until such Demand Registration has been declared effective by the Commission (without interference by any stop order, injunction or other order or requirement of the Commission or other governmental agency, for any reason), and maintained continuously effective for a period of at least three (3) months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration; provided, -------- however, that a Qualified Holder may, not more frequently than once in any ------- twelve (12) month period, request that the Demand Registration be a shelf registration that is maintained continuously effective for a period of at least six (6) months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration. A Demanding Stockholder may make a written request for a Demand Registration in accordance with the foregoing in respect of Equity Securities that it intends to which convert into shares of Common Stock upon the effectiveness of the Registration Statement prepared in connection with such demand, and the Company shall fulfill its obligations under this Section 5 in a manner that permits such Demanding Stockholder to exercise its conversion rights in respect of such Equity Securities and substantially contemporaneously sell the shares of Common Stock issuable upon such conversion under such Registration Statement. The Company will not be obligated to effect more than two (2) separate Demand Registrations during any twelve (12) month period; provided, however, -------- ------- that only one (1) request is made shall represent not less than 2.5for a Demand Registration may be exercised by AT&T PCS and/or Management Stockholders that in the aggregate Beneficially Own at least 50.1% of the then outstanding shares of Common Stock and Common Stock Equivalentsthen Beneficially Owned by the Management Stockholders during any twelve (12) month period. The MSCG Holders acknowledge that, within 10 Within ten (10) days after receipt of such Request Noticethe request for a Demand Registration, the Company will serve send written notice (the "Demand Notice") of such registration Registration request and its intention to (i) comply therewith to all Preferred Stock Investor Holders Stockholders who hold shares are holders of Common Stock which carry registration rights pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”), Registrable Securities and, subject to the pro rata allocations set forth in Section 2.2.45(a)(ii), the Company will include in such Demand Registration all Registrable Securities of such shares of Common Stock held by the Preferred Stock Investor Holders, LDC Holders, Institutional Investors and MSCG Holders Stockholders with respect to which the Company has received a written request requests for inclusion therein within 20 twenty (20) days after the giving of the Preferred Stock Investor Notice, the LDC Notice, the Institutional Investor last date such Demand Notice and the MSCG Demand Notice. Any Demand Registration representing 2.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, at MSCG’s option, be underwritten by one or more underwriters and shall be subject was deemed to have been given pursuant to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offering12.1.

Right to Demand Registration. From and after February 4, 2001 and, subject to Section 4.1(d), each of (aA) IfAT&T PCS, at any time one or more of the MSCG Holders holding Registrable Securities representing 2.5% or more (B) a Qualified Holder, and (C) Management Stockholders that in the aggregate Beneficially Own at least 50.1% of the then outstanding shares of Common Stock (assuming conversion or exercise of all Common Stock Equivalents held then Beneficially Owned by the MSCG Holders into Common Stock at Management Stockholders (each a Demanding Stockholder and, collectively, the then conversion price or exercise priceDemanding Stockholders) submits shall have the right to make a written request (a “Request Notice”) to the Company for registration with the Commission Commission, under and in accordance with the provisions of the 1933 Act Securities Act, of all or part of the their Registrable Securities then owned by such MSCG Holder or MSCG Holders pursuant to an underwritten offering (a “Demand Registration”), which request shall specify the Company shall thereupon, as expeditiously as possible, use its reasonable best efforts number of Registrable Securities proposed to file a registration statement with the Commission and have the registration statement declared effective be sold by the Commissioneach Demanding Stockholder; provided, however, that (x) the number Company need not effect a Demand Registration unless the sale of the Registrable Securities proposed to be sold by the Demanding Stockholder shall reasonably be expected to result in aggregate gross proceeds to such Demanding Stockholder of at least $10 million, and (y) if the Board of Directors determines that a Demand Registration would interfere with any pending or contemplated material acquisition, disposition, financing or other material transaction, the Company may defer a Demand Registration (including by withdrawing any Registration Statement filed in connection with a Demand Registration); so long as that the aggregate of all such deferrals shall not exceed one hundred twenty (120) days in any 360 day period. Demand Registration shall not be deemed a Demand Registration hereunder until such Demand Registration has been declared effective by the Commission (without interference by any stop order, injunction or other order or requirement of the Commission or other governmental agency, for any reason), and maintained continuously effective for a period of at least three (3) months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration; provided, however, that a Qualified Holder may, not more frequently than once in any twelve (12) month period, request that the Demand Registration be a shelf registration that is maintained continuously effective for a period of at least six (6) months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration. A Demanding Stockholder may make a written request for a Demand Registration in accordance with the foregoing in respect of Equity Securities that it intends to which convert into shares of Common Stock upon the effectiveness of the Registration Statement prepared in connection with such demand, and the Company shall fulfill its obligations under this Section 5 in a manner that permits such Demanding Stockholder to exercise its conversion rights in respect of such Equity Securities and substantially contemporaneously sell the shares of Common Stock issuable upon such conversion under such Registration Statement. The Company will not be obligated to effect more than two (2) separate Demand Registrations during any twelve (12) month period; provided, however, that only one (1) request is made shall represent not less than 2.5for a Demand Registration may be exercised by AT&T PCS and/or Management Stockholders that in the aggregate Beneficially Own at least 50.1% of the then outstanding shares of Common Stock and Common Stock Equivalentsthen Beneficially Owned by the Management Stockholders during any twelve (12) month period. The MSCG Holders acknowledge that, within 10 Within ten (10) days after receipt of such Request Noticethe request for a Demand Registration, the Company will serve send written notice (the Demand Notice) of such registration Registration request and its intention to (i) comply therewith to all Preferred Stock Investor Holders Stockholders who hold shares are holders of Common Stock which carry registration rights pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”), Registrable Securities and, subject to the pro rata allocations set forth in Section 2.2.45(a)(ii), the Company will include in such Demand Registration all Registrable Securities of such shares of Common Stock held by the Preferred Stock Investor Holders, LDC Holders, Institutional Investors and MSCG Holders Stockholders with respect to which the Company has received a written request requests for inclusion therein within 20 twenty (20) days after the giving of the Preferred Stock Investor Notice, the LDC Notice, the Institutional Investor last date such Demand Notice and the MSCG Demand Notice. Any Demand Registration representing 2.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, at MSCG’s option, be underwritten by one or more underwriters and shall be subject was deemed to have been given pursuant to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offering12.1.

Right to Demand Registration. (a) If, at any time one or more of the MSCG Holders holding Registrable Securities representing 2.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) submits a written request (a “Request Notice”) Subject to the Company for registration provisions hereof, (i) BRS may request an unlimited number of registrations with the Commission under and in accordance with the provisions of the 1933 Securities Act of all or part of their Common Stock included in the Registrable Securities then owned on (x) Form S-1 or any similar or successor long-form registration ("Long-Form Registrations") and (y) on Form S-2 or S-3 or any similar or successor short-form registration following a Public Offering (as defined in the Shareholders Agreement) of Common Stock ("Short Form Registrations" and, together with Long Form Registrations, "Demand Registrations"), if available; (ii) the HCCP Entities in the aggregate may request three Short Form Registrations; (iii) the Xxxxx Entities in the aggregate may request three Short Form Registrations; and (iv) the Xxxxx Investors in the aggregate may request three Short Form Registrations; provided in each case that the aggregate proceeds reasonably expected from the sale of Registrable Securities (including Registrable Securities being sold by such MSCG Holder or MSCG Holders (a “holders of Registrable Securities other than the party making the Demand Registration”), as well as any sales by the Company for its own account) (i) pursuant to a Long Form Registration are $10 million or more and (ii) pursuant to a Short Form Registration are $2 million or more and; provided further that (i) the Company may, if the Board of Directors so determines in the exercise of its reasonable judgment that due to a pending or contemplated acquisition or disposition or public offering or other similar occurrence it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed 180 days, and (ii) if the Company elects not to effect the Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes of this Agreement. Notwithstanding the foregoing, the Company shall thereupon, as expeditiously as possible, use its reasonable best efforts have no obligation to file a registration statement with effect any Short Form Registration except to the Commission and have extent the registration statement declared effective by the Commission; provided, however, that the number of Registrable Securities as Company is able to which effect such request is made shall represent not less than 2.5% of the then outstanding Common Stock and Common Stock EquivalentsShort Form Registration on Forms S-2 or S-3 or any similar or successor Short Form Registration. The MSCG Holders acknowledge that, within 10 days after receipt of such Request NoticeIn addition, the Company will serve written notice shall have no obligation to effect any Demand Registration within one year of such registration request to (i) all Preferred Stock Investor Holders who hold shares of Common Stock which carry registration rights pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”), and, subject to the pro rata allocations set forth in Section 2.2.4, date the Company will include in such shall have effected any other Demand Registration. Demand Registrations shall be Short Form Registrations whenever the Company is permitted to use any applicable Short Form. The Registration all such shares of Common Stock held Expenses shall be borne by the Preferred Stock Investor Holders, LDC Holders, Institutional Investors and MSCG Holders with respect to which the Company has received a written request for inclusion therein within 20 days after the giving of the Preferred Stock Investor Notice, the LDC Notice, the Institutional Investor Notice and the MSCG Demand Notice. Any Demand Registration representing 2.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, at MSCG’s option, be underwritten by one or more underwriters and shall be subject to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offeringCompany.

Right to Demand Registration. (a) If(i) Subject to the Transfer Restrictions, at any time one or more and from time to time, the Demand Requestor(s) holding a majority of the MSCG Holders holding shares of Series B Preferred Stock then outstanding may request in writing that the Company effect the registration of all or part of such Holder’s or Holders’ Registrable Securities representing 2.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) submits a written request (a “Request Notice”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Securities Act (which written request will specify the Selling Holder Information for such Holder or Holders). The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request; provided, that the Company will not be required to take any action pursuant to this Section 2.2(a)(i) if prior to the date of such request, the Company has effected any registration pursuant to this Section 2.2(a)(i); provided, further, that following the time that the Company shall become Form S-3 Eligible, the immediately preceding proviso shall no longer apply. The Holders requesting a registration pursuant to the first sentence of this Section 2.2(a)(i) shall provide written notice, within three (3) Business Days of making such a request pursuant to the first sentence of this Section 2.2(a)(i), to AXXX and all other Holders (other than a Creditor Party) of any such request (by delivering a copy of such request to AXXX and each other Holder (other than a Creditor Party)) for registration pursuant to this Section 2.2(a)(i) and AXXX and each other Holder (other than a Creditor Party) may, by written notice to the Holders requesting the registration pursuant to this Section 2.2(a)(i) and the Company, given no later than ten (10) Business Days after the Holders requesting the registration pursuant to this Section 2.2(a)(i) give notice to AXXX and each other Holder (other than a Creditor Party) (which notice shall specify the applicable Selling Holder Information with respect to each such other Holder), request that all or part of the such Holder’s Registrable Securities then be included in such registration. Additionally, at any time that any Holder has made a request for registration pursuant to this Section 2.2(a)(i), AXXX and/or its Related Purchasers and/or GM and its Affiliates may request in writing that such Holder submit a request to the Company on behalf of AXXX and/or its Related Purchasers and/or GM and its Affiliates to be included as selling shareholders in such registration in accordance with this Section 2.2(a)(i); provided, that the determination of the Investors and their Related Purchasers holding a majority of the shares of Series B Preferred Stock owned by all Investors and their Related Purchasers as to whether or not to make such MSCG Holder or MSCG Holders (a “Demand Registration”), request to the Company shall thereupon, as expeditiously as possible, use its reasonable best efforts to file be at the sole discretion of such Holders requesting a registration statement with pursuant to the Commission and have the registration statement declared effective by the Commissionfirst sentence of this Section 2.2(a)(i); provided, howeverfurther, that the number of Registrable Securities if any Investor and its Related Purchasers submit a request pursuant to this sentence, AXXX and/or its Related Purchasers and/or GM and its Affiliates shall provide such cooperation and information so as to which permit such request is made shall represent not less than 2.5% Holder to comply with the requirements of the then outstanding Common Stock and Common Stock Equivalents. The MSCG Holders acknowledge that, within 10 days after receipt of such Request Notice, the Company will serve written notice of such registration request to (i) all Preferred Stock Investor Holders who hold shares of Common Stock which carry registration rights pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”this Section 2.2(a)(i), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”), and, subject to the pro rata allocations set forth in Section 2.2.4, the Company will include in such Demand Registration all such shares of Common Stock held by the Preferred Stock Investor Holders, LDC Holders, Institutional Investors and MSCG Holders with respect to which the Company has received a written request for inclusion therein within 20 days after the giving of the Preferred Stock Investor Notice, the LDC Notice, the Institutional Investor Notice and the MSCG Demand Notice. Any Demand Registration representing 2.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, at MSCG’s option, be underwritten by one or more underwriters and shall be subject to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offering.

Right to Demand Registration. Each of (aA) If, at any time one or more the Carlyle Stockholders and the Clipper Stockholders as a group; (B) the Xxxx Xxxxx Stockholders as a group and (C) SBW (each referred to herein as a "Demanding Group") shall have the right on the number of the MSCG Holders holding Registrable Securities representing 2.5% or more occasions set forth in the aggregate of the then outstanding Common Stock subsection (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise priceb)(2) submits to make a written request (a “Request Notice”) to of the Company for registration with the Commission Commission, under and in accordance with the provisions of the 1933 Act Securities Act, of all or part of their Registrable Securities (a "Demand Registration"); provided, that (x) the Company shall not effect a Demand Registration unless such Demand Registration has been requested by persons holding at least a majority of the Registrable Securities then owned held by the Demanding Group on the date of such MSCG Holder written request and unless the number of Shares to be sold in such Demand Registration by the Demanding Group is at least 1,000,000 shares of Common Stock, (y) if the Board of Directors determines in the exercise of its reasonable judgment that, due to a pending or MSCG Holders (contemplated acquisition or disposition, to effect such Demand Registration at such time would have a “Demand Registration”)material adverse effect on the Company, the Company may defer such Demand Registration for a single period not to exceed one hundred eighty (180) days (but if the Company elects to defer any Demand Registration pursuant to the terms of this sentence, no Demand Registration shall thereupon, as expeditiously as possible, use its reasonable best efforts be deemed to file a registration statement with have occurred for purposes of this Agreement) and (z) the Commission and have the registration statement declared effective by the Commission; provided, however, that Company shall be obligated to effect only the number of Registrable Securities as to which such request is made shall represent not less than 2.5% of the then outstanding Common Stock and Common Stock EquivalentsDemand Registrations set forth in subsection 4(b)(2) below. The MSCG Holders acknowledge that, within 10 Within ten (10) days after receipt of such Request Noticethe request for a Demand Registration, the Company will serve send written notice (the "Notice") of such registration request and its intention to (i) comply therewith to all Preferred Stock Investor Holders Stockholders who hold shares are holders of Common Stock which carry registration rights pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”), Registrable Securities and, subject to the pro rata allocations set forth in Section 2.2.4subsection (3) below, the Company will include in such Demand Registration registration all Registrable Securities of such shares of Common Stock held by the Preferred Stock Investor Holders, LDC Holders, Institutional Investors and MSCG Holders Stockholders with respect to which the Company has received a written request requests for inclusion therein within 20 twenty (20) business days after the giving effectiveness of the Preferred Stock Investor Notice, the LDC Notice, the Institutional Investor Notice and the MSCG Demand Notice. Any Demand Registration representing 2.5% or more in All requests made pursuant to this subsection (b)(1) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the then outstanding Common Stock (assuming conversion or exercise intended methods of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, at MSCG’s option, be underwritten by one or more underwriters and shall be subject to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offeringdisposition thereof.

Right to Demand Registration. (a) If, If at any time one after six months after the ---------------------------- date hereof the Purchaser or Registered Holders owning at least 25% of Registrable Securities then outstanding notify the Company in writing that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities pursuant to an Underwritten Offering (a "Demand Registration"), the Company will notify all Persons (including all Registered Holders) who would be entitled to notice of a proposed registration under Section 3(a) above of its receipt of such notification from the Purchaser or such Registered Holders, as the case may be. Upon the written request of any such Person delivered to the Company within 21 days after delivery by the Company of such notification, the Company will either (i) elect to make a primary Underwritten Offering in which case the rights of such Persons (including all Registered Holders) shall be as set forth in Section 3(a) above or (ii) elect to make a secondary Underwritten Offering pursuant to which all Registrable Securities as may be requested by any Registered Holders to be registered or included in such offering shall be included in such offering in accordance with the terms of this clause (c); provided that the rights of the Registered Holders to have all of their shares of Registrable Securities included in any such offering pursuant to this clause (c) shall be subject to (but only to) the limitation on offering size described in clause (y) of Section 3(b) above (an "Offering Size Cutback"). Any term or provision hereof to the contrary notwithstanding, (i) the Company shall in no event be obligated to effect more than two Demand Registrations; provided that, each time a Demand Registration is subject to an Offering Size Cutback resulting in the reduction by 25% or more of the MSCG Holders holding total amount of Registrable Securities representing 2.5% or more initially requested for inclusion in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held such Demand Registration by the MSCG Holders into Common Stock at the then conversion price or exercise price) submits a written request (a “Request Notice”) Registered Holders, an additional Demand Registration shall be available to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registered Holders, (ii) prior to any Offering Size Cutback becoming effective as to any Registrable Securities then owned by such MSCG Holder or MSCG Holders (a “in respect of any Demand Registration”), the Company shall thereupon, withdraw any securities it had intended to sell as expeditiously as possible, part of such registration and (iii) the Company shall not be required to effect more than one registration in any twelve-month period. The Company shall use its reasonable best efforts to file a ensure the Company's eligibility for registration statement on Form S-3, including the filing of any reports with the Commission and have the registration statement declared effective by the Commission; provided, however, that the number of Registrable Securities as to which such request is made shall represent not less than 2.5% of the then outstanding Common Stock and Common Stock Equivalents. The MSCG Holders acknowledge that, within 10 days after receipt of such Request Notice, the Company will serve written notice of such registration request to (i) all Preferred Stock Investor Holders who hold shares of Common Stock which carry registration rights pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”), and, subject to the pro rata allocations set forth in Section 2.2.4, the Company will include in such Demand Registration all such shares of Common Stock held by the Preferred Stock Investor Holders, LDC Holders, Institutional Investors and MSCG Holders with respect to which the Company has received a written request for inclusion therein within 20 days after the giving of the Preferred Stock Investor Notice, the LDC Notice, the Institutional Investor Notice and the MSCG Demand Notice. Any Demand Registration representing 2.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, at MSCG’s option, be underwritten by one or more underwriters and shall be subject to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offering.

Right to Demand Registration. (ai) IfSubject to Article III of the Standstill Agreement, at any time upon the written request of one or more of the MSCG Holders holding Registrable Securities representing 2.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) submits a written request (a “Request Notice”) to requesting that the Company for effect the registration with under the Commission under and in accordance with the provisions of the 1933 Securities Act of all or part of the such Holders' Registrable Securities then owned by (constituting in the aggregate at least 2% but no more than 25% of the total number of Company Common Shares or other Registrable Securities outstanding at the date of such MSCG Holder request or MSCG Holders such lesser number as the managing underwriter, if any, of the offering may determine is the maximum number of shares that may be offered without adversely affecting the trading market of the Company Common Stock, as provided in paragraph (a “Demand Registration”)f) below) and specifying the intended method of disposition thereof, the Company shall thereuponthereupon will, as expeditiously as possible, use its reasonable best efforts to file a registration statement with the Commission and have effect the registration statement declared effective by under the Commission; provided, however, that Securities Act of the number of Registrable Securities as to which such request is made shall represent not less than 2.5% of the then outstanding Common Stock and Common Stock Equivalents. The MSCG Holders acknowledge that, within 10 days after receipt of such Request Notice, the Company will serve written notice of such registration request to (i) all Preferred Stock Investor Holders who hold shares of Common Stock which carry registration rights pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”), and, subject to the pro rata allocations set forth in Section 2.2.4, the Company will include in such Demand Registration all such shares of Common Stock held by the Preferred Stock Investor Holders, LDC Holders, Institutional Investors and MSCG Holders with respect to which the Company has received a written request for inclusion therein within 20 days after been so requested to register by such Holder, provided that the giving Company shall be obligated to register Registrable Securities pursuant to this Section 3(a) on only five occasions and no more than two demand registrations may be requested in any twelve-month period, and provided further that the Company shall not be obligated to effect more than three registrations pursuant to this Section 3(a) and Section 2(a) in any twelve-month period. In order to assure the efficient operation of this Section 3(a), BNP may, upon transfer of any shares of Class A Common Stock in accordance with the provisions of the Preferred Stock Investor NoticeStandstill Agreement, enter into appropriate agreements with any transferee who would become a Holder to limit such transferee's rights to cause the LDC Notice, Company to register securities pursuant to this Section 3(a) without the Institutional Investor Notice and the MSCG Demand Notice. Any Demand Registration representing 2.5% or more in the aggregate consent of the then outstanding Common Stock (assuming conversion or exercise 138 Holders' Representative; provided that BNP shall deliver a copy of all Common Stock Equivalents held by such agreement to the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, at MSCG’s option, be underwritten by one or more underwriters and shall be subject to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offeringCompany.

Right to Demand Registration. (a) IfIf the Initial Registration Statement under Article III is no longer effective, subject to the remainder of Section 4.1(b), at any time one and from time to time, (x) DBSI, provided that it “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 15% or more of the MSCG Holders holding outstanding shares of the Common Stock of the Company, may request in writing that the Company effect the registration of all or part of its Registrable Securities representing 2.5Securities, (y) SP, provided that it beneficially owns 15% or more of the outstanding shares of the Common Stock of the Company, may request in writing that the Company effect the registration of all or part of its Registrable Securities, and (z) any Holder or group of Holders (excluding DBSI and SP) representing at least 331/3% of all Qualified Registrable Securities then outstanding and provided that such Holder or group of Holders beneficially own, in the aggregate 15% or more of the then outstanding shares of Common Stock of the Company, may request in writing (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at “Demanding Holders”) that the then conversion price or exercise price) submits a written request Company effect the registration (a “Request NoticeDemand Registration”) to the Company for registration of all or part of such Demanding Holder’s or Holders’ Registrable Securities with the Commission SEC under and in accordance with the provisions of the 1933 Securities Act (which written request shall be addressed to the Secretary of the Company, shall state that the request is for a Demand Registration pursuant to this Section 4.1 and shall specify (i) the then current name and address of such Demanding Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registered in such registration by such Holder or group of Holders, (iii) the total number of shares of Common Stock then held by such Demanding Holder or Holders, and (iv) the intended means of distribution). The Company shall notify each other Holder of such request (by delivering a copy of such request to each such other Holder) for registration and each other Holder may, by written notice to the Company given no later than 10 Business Days after the Company’s notice is given to such Holder (which notice shall specify (i) the then-current name and address of the Holder, (ii) the aggregate number of shares of Registrable Securities requested to be registered in such registration by such Holder or group of Holders, and (iii) the total number of shares of Common Stock then held by such Holder), request that all or a part of the such Holder’s Registrable Securities then owned by be included in such MSCG Holder or MSCG Holders (a “Demand Registration”), the registration. The Company shall thereupon, as expeditiously as possible, use its reasonable best efforts to file a registration statement with the Commission and have the registration statement declared effective Registration Statement covering such Demanding Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the Commissionapplicable Filing Date) after receipt of such request; provided, however, that the number of Registrable Securities as Company shall not be required to which such request is made shall represent not less than 2.5% take any action pursuant to this Article IV: the 15-month period preceding the date of the then outstanding Common Stock and Common Stock Equivalents. The MSCG Holders acknowledge thatrequest, within 10 days after receipt (B) with respect to any request for registration by SP pursuant to Section 4.1(a)(y), if prior to the date of such Request Noticerequest, the Company will serve written notice has effected at the request of SP a total of two registrations in the aggregate pursuant to Section 4.1(a)(iv) or Section 4.1(a)(v) or one registration at the request of SP within the 15-month period preceding the date of the request, or (C) with respect to any request for registration by any Holder or group of Holders (excluding DBSI and SP) pursuant to Section 4.1(a)(z), if prior to the date of such registration request to (i) all Preferred Stock Investor Holders who hold shares of Common Stock which carry registration rights pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”), and, subject to the pro rata allocations set forth in Section 2.2.4request, the Company will include in such Demand Registration all such shares has effected at the request of Common Stock held by the Preferred Stock Investor any Holder or group of Holders, LDC Holders, Institutional Investors and MSCG Holders with respect to which the Company has received a written request for inclusion therein within 20 days after the giving of the Preferred Stock Investor Notice, the LDC Notice, the Institutional Investor Notice and the MSCG Demand Notice. Any Demand Registration representing 2.5% or more four registrations in the aggregate pursuant to Section 4.1(a)(iv) or Section 4.1(a)(v) or one registration at the request of such Holder or group of Holders within the 15-month period preceding the date of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by request; provided, however, that under no circumstances shall the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, at MSCG’s option, Company be underwritten by one or required to effect more underwriters and shall be subject to Section 2.2.2 if such than four Demand Registration has not previously been designated an underwritten offering.Registrations;

Right to Demand Registration. On one (a1) Ifoccasion, at any time one during the Exercise Period, the Registered Holders of Warrants or more Stock whose holdings thereof comprise a majority of Stock purchasable upon the exercise of outstanding Warrants and of outstanding Stock not previously covered by a registration statement as contemplated by this Section 12 (collectively, the "Warrant Securities") shall have the right to require the Company to prepare and file with the Commission, within 60 days of the MSCG date of a written demand, a filing on a registration form other than Form S-8 or Form S-3 (or an equivalent short-form registration procedure that the Commission may hereafter prescribe), and to use its best efforts to obtain promptly and maintain the effectiveness thereof for at least one hundred twenty (120) days and (b) register or qualify the subject Stock for sale in up to ten (10) states identified by such Registered Holders. On two (2) additional occasions, the Registered Holders holding Registrable Securities representing 2.5% or more in the aggregate of a majority of the Warrant Securities shall have the right to require the Company to prepare and file with the Commission, within thirty (30) days of the date of a written demand, up to two (2) additional registration statements under the Act (or, in lieu of either, a post-effective amendment or amendments to a registration statement, if then outstanding Common Stock permitted under the Act), on Form S-8 or Form S-3 (assuming conversion or exercise of all Common Stock Equivalents held by an equivalent short-form registration procedure that the MSCG Holders into Common Commission may hereafter prescribe), if such forms are available to register the Stock at the then conversion price time, covering all or exercise price) submits a written request (a “Request Notice”) to the Company for registration with the Commission under and in accordance with the provisions any portion of the 1933 Act of all or part of Stock underlying the Registrable Securities then owned by such MSCG Holder or MSCG Holders (a “Demand Registration”)Warrants, the Company shall thereupon, as expeditiously as possible, and to use its reasonable best efforts to file a registration statement with obtain promptly and maintain the Commission effectiveness thereof for at least one hundred twenty (120) days and have (b) register or qualify the subject Stock for sale in up to ten (10) states identified by such Registered Holders. The Company shall bear all expenses incurred in the preparation and filing of the registration statement declared or post-effective amendment (and related state registrations, to the extent permitted by applicable law) and the Commission; providedfurnishing a reasonable number of copies of the preliminary and final prospectus thereof to such Registered Holders, howeverprovided that such registration can be done by including therein financial statements that are prepared in the normal course of the Company's reporting obligations under the federal securities laws. The Registered Holders shall bear all expenses incurred in the preparation and filing of the registration statement or post-effective amendment (and related state registrations, to the extent permitted by applicable law) including the costs of furnishing a reasonable number of copies of the preliminary and final prospectus thereof to such Registered Holders, if, after notice is given to the Registered Holders to the effect that the number of Registrable Securities as Company would be required to which such request is made shall represent not less include therein financial statements that would be required to be prepared otherwise than 2.5% in the normal course of the then outstanding Common Stock and Common Stock Equivalents. The MSCG Holders acknowledge that, within 10 days after receipt of such Request NoticeCompany's reporting obligations under the federal securities laws, the Company will serve written notice of such Registered Holders continue in their demand for registration request to (i) all Preferred Stock Investor Holders who hold shares of Common Stock which carry registration rights pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”), and, subject to the pro rata allocations set forth in Section 2.2.4, the Company will is required to include in such Demand Registration all such shares of Common Stock held by registration financial statements required to be prepared other than in the Preferred Stock Investor Holders, LDC Holders, Institutional Investors and MSCG Holders with respect to which the Company has received a written request for inclusion therein within 20 days after the giving ordinary course of the Preferred Stock Investor Notice, the LDC Notice, the Institutional Investor Notice and the MSCG Demand Notice. Any Demand Registration representing 2.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, at MSCG’s option, be underwritten by one or more underwriters and shall be subject to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offeringCompany's reporting requirements under federal securities laws.

Right to Demand Registration. (a) If, Subject to Sections 4.1(b) and 4.1(c) at any time one and from time to time, (x) JPM may request in writing that the Company effect the registration of all or more part of the MSCG Holders holding its Registrable Securities and (y) any Holder or group of Holders (excluding JPM) representing 2.5at least 33% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by Registrable Securities then outstanding, may request in writing that the MSCG Holders into Common Stock at Company (the then conversion price or exercise price“Demanding Holders”) submits a written request effect the registration (a “Request NoticeDemand Registration”) to the Company for registration of all or part of such Demanding Holder’s or Holders’ Registrable Securities with the Commission SEC under and in accordance with the provisions of the 1933 Securities Act (which written request shall be addressed to the Secretary of the Company, shall state that the request is for a Demand Registration pursuant to this Section 4.1(a) and shall specify (i) the then current name and address of such Demanding Holder or Holders, (ii) the aggregate number of shares of Registrable Securities requested to be registered in such registration by such Holder or group of Holders, (iii) the total number of shares of New Common Stock then held by such Demanding Holder or Holders, and (iv) the intended means of distribution). The Company shall notify each other Holder of such request (by delivering a copy of such request to each such Holder) for registration and each other Holder may, by written notice to the Company given no later than 10 Business Days after the Company’s notice is given to such Holder (which notice shall specify (i) the then-current name and address of the Holder, (ii) the aggregate number of shares of Registrable Securities requested to be registered in such registration by such Holder or group of Holders, and (iii) the total number of shares of New Common Stock then held by such Holder), request that all or a part of the such Holder’s Registrable Securities then owned by be included in such MSCG Holder or MSCG Holders (a “Demand Registration”), the registration. The Company shall thereupon, as expeditiously as possible, use its reasonable best efforts to file a registration statement with the Commission and have the registration statement declared effective Registration Statement covering such Demanding Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable (and, in any event, by the Commissionapplicable Filing Date) after receipt of such request; provided, however, that the number of Registrable Securities as Company shall not be required to which such request is made shall represent not less than 2.5% of the then outstanding Common Stock and Common Stock Equivalents. The MSCG Holders acknowledge that, within 10 days after receipt of such Request Notice, the Company will serve written notice of such registration request to (i) all Preferred Stock Investor Holders who hold shares of Common Stock which carry registration rights take any action pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”), and, subject to the pro rata allocations set forth in Section 2.2.4, the Company will include in such Demand Registration all such shares of Common Stock held by the Preferred Stock Investor Holders, LDC Holders, Institutional Investors and MSCG Holders with respect to which the Company has received a written request for inclusion therein within 20 days after the giving of the Preferred Stock Investor Notice, the LDC Notice, the Institutional Investor Notice and the MSCG Demand Notice. Any Demand Registration representing 2.5% or more in the aggregate of the then outstanding Common Stock (assuming conversion or exercise of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, at MSCG’s option, be underwritten by one or more underwriters and shall be subject to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offering.this Article IV:

Right to Demand Registration. Stockholders holding at least 33% of the Registrable Securities then outstanding (aall calculated on a fully-diluted basis) If, (referred to herein as a "Demanding Group") shall have the right at any time one or more after the date ninety (90) days after the first registration of the MSCG Holders holding Registrable Securities representing 2.5% or more in the aggregate of the then outstanding Common Stock under the Securities Act (assuming conversion other than any registration on Form S-8 or exercise of all Common Stock Equivalents held by a similar successor form) (the MSCG Holders into Common Stock at the then conversion price or exercise price"Trigger Date") submits to make a written request (a “Request Notice”) to of the Company for registration with the Commission Commission, under and in accordance with the provisions of the 1933 Act Securities Act, of all or part of the their Registrable Securities then owned by such MSCG Holder or MSCG Holders (a “"Demand Registration”"); PROVIDED, that (x) the Company may once in any twelve-month period, if the Board of Directors determines in the exercise of its reasonable judgment after consulting with counsel that due to a pending or contemplated acquisition or disposition, to effect such Demand Registration at such time would have a material adverse effect on the Company, defer such Demand Registration for a single period not to exceed one hundred eighty (180) days, provided that the 180-day period will lapse if the acquisition or disposition is completed or not pursued or such registration otherwise would no longer have a material adverse effect, (but if the Company elects to defer any Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes of this Agreement) and (y) the Company shall thereupon, as expeditiously as possible, use its reasonable best efforts be obligated pursuant to file a registration statement with the Commission and have the registration statement declared effective by the Commission; provided, however, that this Section 3(b)(1) to effect only the number of Registrable Securities as to which such request is made shall represent not less than 2.5% of the then outstanding Common Stock and Common Stock EquivalentsDemand Registrations set forth in subsection 3(b)(2) below. The MSCG Holders acknowledge that, within 10 Within ten (10) days after receipt of such Request Noticethe request for a Demand Registration, the Company will serve send written notice (the "Notice") of such registration request and its intention to (i) comply therewith to all Preferred Stock Investor Holders Stockholders who hold shares are holders of Common Stock which carry registration rights pursuant to the Preferred Stock Investor Registration Rights Agreement (the “Preferred Stock Investor Notice”), (ii) all LDC Holders who hold shares of Common Stock which carry registration rights pursuant to the LDC Registration Rights Agreement (the “LDC Notice”), (iii) all Institutional Investors who hold shares of Common Stock which carry registration rights pursuant to the Institutional Investor Registration Rights Agreement (the “Institutional Investor Notice”) and (iv) all other MSCG Holders (the “MSCG Demand Notice”), Registrable Securities and, subject to the pro rata allocations set forth in Section 2.2.4subsection (3) below, the Company will include in such Demand Registration registration all Registrable Securities of such shares of Common Stock held by the Preferred Stock Investor Holders, LDC Holders, Institutional Investors and MSCG Holders Stockholders with respect to which the Company has received a written request for inclusion therein requests within 20 twenty (20) days after the giving of the Preferred Stock Investor Notice, date of the LDC Notice, the Institutional Investor Notice and the MSCG Demand Notice. Any Demand Registration representing 2.5% or more in All requests made pursuant to this subsection (b)(1) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the then outstanding Common Stock (assuming conversion or exercise intended methods of all Common Stock Equivalents held by the MSCG Holders into Common Stock at the then conversion price or exercise price) shall, at MSCG’s option, be underwritten by one or more underwriters and shall be subject to Section 2.2.2 if such Demand Registration has not previously been designated an underwritten offeringdisposition thereof.