Common use of Demand Registration Rights Clause in Contracts

Demand Registration Rights. If, at any time during the period commencing on the Issue Date and ending five (5) years thereafter, the Company shall receive a written request (a “Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawn.

Demand Registration Rights. If, at (a) At any time during following the period commencing on the Issue Date and ending five (5) years thereafterdate hereof, the Company shall receive a written request holders of Registrable Stock constituting at least twenty percent (a “Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own20%) a majority of the total number of shares of Common Registrable Stock then included (or which upon such exercise would be included) in outstanding may request the Registrable Securities (the “Majority Holders”), Company to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with under the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein Act all or any portion of any the shares of Registrable Stock held by such other Holder’s Registrable Securitiesrequesting holder or holders for sale in the manner specified in such notice, provided that the Company received a written request to do so from aggregate offering price, as such Holder within thirty (30) days after receipt by him or it amount is determined on the cover page of the Company’s noticeregistration statement, shall not be less than $2,000,000. Notwithstanding anything contained in this Section 8(b) to Such request shall specify the contrary: intended method of disposition thereof by such holder or holders, including whether (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that requested is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; for an underwritten offering and (ii) the registration statement covering such Registrable Stock shall be a “shelf” and provide for the sale by the holder or holders thereof of the Registrable Stock from time to time on a delayed or continuous basis under Rule 415 under the Securities Act. For purposes of this Section 2 and Sections 5, 11(a) and 11(d), the term “Registrable Stock” shall be deemed to include the number of shares of Registrable Stock which have been issued to or would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 2 or Section 3, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. In the event that any registration pursuant to this Section 2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Stock to be included in such an underwriting may delay be reduced (pro rata among the registration requesting holders based upon the number of shares of Registrable Stock beneficially owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to which a Request relates if upon receipt of such Request (A) be sold by the Company notifies therein; provided, however, that such number of shares of Registrable Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person making the Request that it is contemplating filing a Registration Statement within ninety (90) days other than requesting holders of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnRegistrable Stock.

Demand Registration Rights. If, at At any time during and from time to time on or after the period commencing Effective Date, the holders of (y) a majority-in-interest of the Registrable Securities (excluding the Management Earnout Shares), on the Issue Date one hand, or (z) a majority-in-interest of the Management Earnout Shares held by Company affiliates, on the other hand, as the case may be, and/or their respective transferees, may make a written demand, on no more than two occasions in any twelve month period, for registration under the Securities Act on Form S-1 (except if the Company is then eligible to register the Registrable Securities on Form S-3, then such registration shall be on Form S-3) of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and ending the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, within five (5) years thereafterdays after the receipt by the Company of such Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Company Demanding Holders shall receive a written request (a “Request”), from Holders who be entitled to have their Registrable Securities included in the aggregate own Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. Upon receipt of a Demand Registration (or upon exercise of all Registrable Securities then outstanding or issuable would owna) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and agrees to file a Registration Statement with the Securities and Exchange Commission (“SEC”) a registration statement sufficient with respect to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within Demand Registration not later than thirty (30) days after the receipt by him the Company of such Demand Registration (the “Filing Deadline”) or (b) if a Registration Statement with respect to the Registrable Securities has been previously declared effective, the Company shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until such time as there are no Registrable Securities outstanding. The Company agrees to pay the Investor a cash penalty of $25,000 per day (x) for each day beyond the Filing Deadline for which it has failed to file such Registration Statement with the Commission or (y) if a Registration Statement with respect to the Registrable Securities has previously been declared effective, for each day that such Registration Statement is not continuously effective under the Securities Act, until such time as there are no Registrable Securities outstanding. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations per calendar year under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding the foregoing, the Underwriter and its related persons may not have more than one Demand Registration at the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnexpense.

Demand Registration Rights. IfSubject to the conditions and restrictions set forth in this Section 2, if the Company shall at any time during from and after the period commencing on IPO Date be requested by WCAS or Xxxxxxx (the Issue Date Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Stock to be sold and ending five the intended method of disposition thereof (5) years thereaftereach such written request, the Company shall receive a written request (a “Demand Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) to effect a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with registration under the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale Act of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s the Registrable SecuritiesStock then held by the Investors, provided that the Company received shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request to do so for registration of shares of Registrable Stock that is received from such Holder each other Investor receiving the Demand Registration Notice within thirty (30) 20 days after receipt by him such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or it for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested not to be included therein; unreasonably withheld, conditioned or delayed, and (ii) the Company number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may delay be reduced if and to the registration extent that, in the good faith opinion of the securities to which a Request relates if upon receipt managing underwriter of such Request offering, inclusion of all shares would adversely affect the marketing (Aincluding the offering price) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) Registrable Stock to be sold, and, in the case of clause any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (ii)(AA) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of this paragraphsuch shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company shall, as soon as practical, upon for the first to occur account of the abandonment Company or other stockholders of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawnCompany shall be included; and (yB) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the case number of clause such shares of Registrable Stock held by the Xxxxxxx Investors), (ii)(B2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of this paragraphsuch shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company may not delay for the filing account of the registration statement for more than thirty (30) days from the date Company or other stockholders of the Request unless Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Request is withdrawnInitiating Investor shall have any liability to any Investor with respect to such abandonment.

Demand Registration Rights. If, at (a) At any time during following the period commencing on closing of the Issue Date and ending five (5) years thereaftertransactions contemplated by the Purchase Agreement, the Company shall receive a written request holders of Registrable Stock constituting at least one-third (a “Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own1/3) a majority of the total number of shares of Common Registrable Stock then included (or which upon such exercise would be included) in outstanding may request the Registrable Securities (the “Majority Holders”), Company to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with under the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein Act all or any portion of any the shares of Registrable Stock held by such other Holder’s Registrable Securitiesrequesting holder or holders for sale in the manner specified in such notice, provided that the Company received a written request to do so from aggregate offering price, as such Holder within thirty (30) days after receipt by him or it amount is determined on the cover page of the Company’s noticeregistration statement, shall not be less than $1,000,000. Notwithstanding anything contained in this Section 8(b) to Such request shall specify the contrary: intended method of disposition thereof by such holder or holders, including (i) no person may make a Request that whether the Company file, nor shall the Company be obligated to file, a registration statement on any date that requested is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; for an underwritten offering and (ii) if the Company may delay is eligible for registration on Form S-3, whether the registration statement covering such Registrable Stock shall be a “shelf” and provide for the sale by the holder or holders thereof of the securities Registrable Stock from time to time on a delayed or continuous basis under Rule 415 under the Securities Act. For purposes of this Section 2 and Sections 5, 9(a) and 9(d), the term “Registrable Stock” shall be deemed to include the number of shares of Registrable Stock which have been issued to or would be issuable to a Request relates if upon receipt holder of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case Preferred Shares upon conversion of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement all Preferred Shares or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) exercise of all Warrants, in each case, held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 2 or Section 3, the holders of Preferred Shares or Warrants shall be entitled to sell such Preferred Shares or Warrants to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion or exercise thereof. In the event that any registration pursuant to this Section 2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Stock beneficially owned by such holders) if and to the extent that, in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing good faith opinion of the registration statement for more than thirty (30) days from managing underwriter of such offering, inclusion would adversely affect the date marketing of the Request unless Registrable Stock to be sold; provided, however, that such Request is withdrawnnumber of shares of Registrable Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than requesting holders of Registrable Stock.

Demand Registration Rights. If(a) Subject to the provisions hereof, at any time during the period commencing on the Issue Date and ending five (5) years thereafterHolder or group of Holders holding Registrable Securities constituting, the Company shall receive a written request (a “Request”)convertible into or exercisable for, from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) aggregate, no less than a majority of the total number of shares of Company Common Stock then included (or which upon such exercise would be included) in the that constitute Registrable Securities (the “Majority Demand Holders”)) may, to register at any time from and after the date hereof, request registration for resale under the Securities Act of at least a majority all or part of the Registrable Securities then outstanding, (a “Demand Registration”) by giving written notice thereof to the Company shall, as promptly as practicable, prepare (which request shall specify the number of shares of Registrable Securities to be offered by each Holder and/or its Designated Secured Lenders and file with whether such Registration Statement shall be a “shelf” Registration Statement under Rule 415 promulgated under the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(bAct). Within five (5) business days after receiving a Request, the The Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any request for a Demand Registration, which request complies with this Section 2.01(a), within five days after the receipt thereof, to each Holder who did not initially join in such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) request. Within 10 days after receipt of such notice, any such Holder may request in writing that all or part of its Registrable Securities be included in such Demand Registration, and the Company shall include in the Demand Registration the Registrable Securities of each such Holder requested to be so included, subject to the provisions of Section 2.01(c). Each such request shall specify the number of shares of Registrable Securities to be offered by him or it such Holder and/or its Designated Secured Lenders. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the Company’s notice. Notwithstanding anything contained in this Section 8(b) applicable Holder with respect to the contrary: Registrable Securities of the applicable Holder, subject to Section 3.04. Subject to Section 2.01(c) below, upon receipt of a Demand Registration notice in accordance herewith, the Company shall use reasonable best efforts (i) no person may make to file a Request that Registration Statement (which shall be a “shelf” Registration Statement under Rule 415 promulgated under the Company fileSecurities Act if requested pursuant to the request of the Demand Holders pursuant to the first sentence of this Section 2.01(a)) registering for resale such number of Registrable Securities as requested to be so registered as promptly as reasonably practicable and in any event within 30 days, nor shall in the Company be obligated to file, case of a registration statement on Form S-3, or 45 days, in the case of a registration statement on Form S-1, after the request of the Demand Holders therefor (such Registration Statement, a “Demand Registration Statement”) and (ii) to cause such Demand Registration Statement to be declared effective by the SEC as promptly as reasonably practicable thereafter. Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.01(a): (A) with respect to securities that are not Registrable Securities; (B) during any date that Scheduled Black-Out Period; (C) if the aggregate offering price of the Registrable Securities to be offered is less than $5,000,000, unless the Registrable Securities to be offered constitute all of the then-outstanding Registrable Securities; or (D) within ninety (90) 90 days of after the effective date of any registration statement filed by a prior Demand Registration Statement. If permitted under the Company and pursuant to which Securities Act, such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Demand Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request shall be one that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, is automatically effective upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnfiling.

Demand Registration Rights. If(a) Any Holder may, at any time during subject to the period commencing on the Issue Date and ending five (5) years thereafterterms hereof, request the Company shall receive in writing (each such request, a written request “Demand”) to effect a registration with the SEC under and in accordance with the provisions of the Securities Act of all or part of the Registrable Securities Beneficially Owned by such Holder (a “RequestDemand Registration”), from Holders who in . The Demand shall specify the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon Registrable Securities requested to be so registered on behalf of such exercise would Holder. For purposes of this Agreement, Holders shall be included) in deemed to have made a Demand, effective as of the Restatement Date, with respect to all of the Registrable Securities (the “Majority HoldersClosing Demand”); provided, however, that notwithstanding Section 2(b) of this Agreement, (x) with respect to register the resale shares of at least a majority Common Stock of the Registrable Securities then outstandingCompany underlying the Sixth Amendment Warrants and the Convertible Notes, the Company shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, file a registration statement on any date that is within Form S-3 (or amend an existing registration statement) with respect thereto not later than ninety (90) days of following the effective date of any registration statement filed Restatement Date. Any request received by the Company and pursuant from a Holder as provided in this Section 2(a) shall be deemed to which such person was given full be a “piggybackDemand” registration rights for purposes of this Agreement, unless the Company, in accordance with Section 8(c) hereof including without limitation the ability terms of this Agreement, shall have notified such Holder in writing, prior to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon its receipt of such Request (Arequest from such Holder, of its intention to register securities with the SEC, in which case the request from such Holder shall be governed by Section 3 hereof, not this Section 2. All Demands to be made by a Holder pursuant to this Section 2(a) and any notifications by the Company notifies pursuant to the person making the Request that it is contemplating filing preceding sentence must be based upon a Registration Statement within ninety (90) days good faith intent of such request, Holder or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in , as the case may be, to effect the sale of clause (ii)(A) of this paragraph, the Company shall, securities pursuant to such registrations as soon promptly as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from practicable after the date of the Request unless such Request is withdrawnDemand or notification, as the case may be, in accordance with the terms of this Agreement.

Demand Registration Rights. If(a) Subject to the terms of this Agreement, at any time during or from time to time, the period commencing Investor may request, in writing, that the Company effect a registration under the Securities Act of all or any part of the Registrable Shares owned by the Investor, on such forms and in the Issue Date and ending five manner considered appropriate by the Investor (5) years thereafterprovided that the Registrable Shares to be so registered have a proposed aggregate offering price net of underwriting commissions, if any, of at least US$5,000,000 in the aggregate). Upon receipt of any such request, the Company shall receive a written request (a “Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice of such proposed registration to all the other Existing Holders. Such Existing Holders shall have the right, advising each of them that by giving written notice to the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it the Company provides its notice, to elect to have included in such registration such number of their Registrable Shares as such Existing Holders may request in such notice of election, subject to the approval of the Company’s noticeunderwriter(s) managing the offering (if any). Notwithstanding anything contained in any other provision of this Section 8(b2, if such underwriter(s) advises the Company that marketing factors require a limitation of the number of Ordinary Shares to be included in such offering, then the Company shall advise the Holders which would otherwise have been included in such registration that the number of Registrable Shares that may be included in such registration shall be allocated to the contrary: (i) no person may make Holders on a Request that the Company file, nor shall the Company pro rata basis based upon their total ownership of Registrable Shares. If any Holder would thus be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability entitled to include all Registrable Securities more Ordinary Shares than such Holder requested to be registered, the excess shall be allocated among the other requesting Holders on a pro rata basis based upon the number of Registrable Shares requested by each such Holder to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraphregistration. Any Registrable Shares excluded or withdrawn from such registration shall be withdrawn from the registration. Subject to the foregoing, the Company shall, as soon expeditiously as practicalpossible, upon use all commercially reasonable efforts to effect the first registration of all Registrable Shares that the Company has been requested to occur register. Such registration shall be done on such forms and in such manner as is considered appropriate by those holding a majority of the abandonment of Registrable Shares to be registered in such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnregistration.

Demand Registration Rights. If, If Savvis shall at any time during after the period commencing on Effective Date, be requested by WCAS, Reuters, any Other Investor constituting an Eligible Investor or the Issue Date and ending five (5) years thereafter, the Company shall receive a written request (a “Request”), from Holders who in the aggregate own (or upon exercise holders of all Registrable Securities then outstanding or issuable would own) a majority at least 25% of the total Covered Warrant Common Shares in a writing that states the number of shares of Common Restricted Stock then included to be sold and the intended method of disposition thereof (or which upon each such exercise would be included) in the Registrable Securities (the “Majority Holders”written request, a "Demand Notice"), to register the resale of at least effect a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with registration under the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale Act of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of the Restricted Stock then held by such person, Savvis shall immediately notify in writing (each such notice, a "Demand Further Notice") each other Investor (other than the requesting Investor) of such proposed registration and shall use its reasonable best efforts to register under the Securities Act (each such registration, a "Demand Registration"), for public sale in accordance with the method of disposition specified in such Demand Notice, the number of shares of Restricted Stock specified in such Demand Notice (plus the number of shares of Restricted Stock specified in any such written requests for registration of shares of Restricted Stock that are received from other Holder’s Registrable Securities, provided that Investors (other than the Company received a written request to do so from such Holder requesting Investors) within thirty (30) 30 days after receipt by him or it such other Investors of the Company’s noticea Demand Further Notice). Notwithstanding anything to the contrary contained in herein, Savvis shall not be obligated pursuant to this Section 8(bparagraph (a) to the contrary: file and cause to become effective (i) no person may make a Request that more than two Demand Registrations in the Company fileaggregate requested by WCAS or its Permitted Transferees, nor shall two Demand Registrations in the Company be obligated to fileaggregate requested by Reuters or its Permitted Transferees, a registration statement on any date that is within ninety (90) days two Demand Registrations in aggregate requested by Other Investors constituting Eligible Investors, and one Demand Registration by holders of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and Covered Warrant Common Shares or (ii) the Company may delay the registration any Demand Registration with a proposed aggregate offering price of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more less than thirty (30) days from the date of the Request unless such Request is withdrawn$25.0 million.

Demand Registration Rights. If, at At any time during while the period commencing on Seller holds the Issue Date and ending five (5) years thereafterHEI Shares, upon the Company shall receive a written request of the Seller that HEI effect the registration under the Securities Act of 1933 (a “Request”), from Holders who in the aggregate own (or upon exercise "Securities Act") of all Registrable Securities then outstanding or issuable would own) a majority part of the total HEI Shares, and specifying the number of shares HEI Shares sought to be registered and the intended method of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”)distribution thereof, HEI shall use its reasonable best efforts to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, effect as promptly as practicablepracticable the registration of the HEI Shares under the Securities Act, and any applicable state securities laws, and in connection therewith shall prepare and file with the Securities and Exchange Commission (“SEC”) SEC a registration statement sufficient with respect to permit the public offering offer and sale of the Registrable Securities through HEI Shares and any other shares of common stock of HEI which HEI or other holders of HEI common stock having registration rights may elect to register in connection with such offering, provided that HEI shall not be required to effect a registration under this Section 7 on more than one occasion. At the facilities request of all appropriate securities exchanges and the over-the-counter marketSeller, and will use its best efforts through its officers, directors, auditors, and counsel to cause such the registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) filed pursuant to this Section 8(b). Within five 7 shall be on Form S-3 under the Securities Act (5if HEI is then eligible to utilize such form) business days after receiving a Request, in order to allow the Company shall give written notice to all offer and sale by the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it Seller of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make HEI Shares on a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights delayed or continuous basis in accordance with Rule 415 under the Securities Act. If a registration under this Section 8(c) hereof including without limitation 7 involves an underwritten offering, and the ability to include all Registrable Securities managing underwriter advises HEI in writing that, in its opinion, the number of shares requested to be included therein; and (ii) in such registration exceeds the Company may delay number which can be sold in such offering within an acceptable price range, HEI will include in such registration, to the registration extent of the number which HEI is so advised can be sold in such offering, first, the HEI Shares, second, securities that HEI proposes to which sell, and third, securities of HEI held by other persons having registration rights proposed to be included in such registration, pro rata among such holders. HEI shall pay all fees and expenses in connection with a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such requestregistration described in this Section 7, or (B) the Company notifies the person making the request except that the Board Seller shall pay for any fees, discounts and commissions of Directors of any underwriter applicable to the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) HEI Shares to be sold in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnoffering.

Demand Registration Rights. If, at (a) At any time during after the period commencing on Warrants become exercisable in accordance with their terms, and upon thirty (30) days' prior written notice to the Issue Date and ending five (5) years thereafterCompany, the Company shall receive Initiating Holders may make written requests for a written request (a “Request”)total, from Holders who in the aggregate own (or upon exercise aggregate, of all Registrable not more than three registrations under the Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of Act for at least a majority 10% of the Registrable Securities then outstanding, the outstanding which are not then subject to an effective Registration Statement (each a "Demand Registration"). The Company shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officersto effect each Demand Registration as soon as practicable after the expiration of such thirty (30) days, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only not be required to effect more than one Demand Registration for Initiating Holders in any twelve (12) month period, and further provided that the Company shall not be obligated to register file a registration statement relating to any Demand Registration under this Section 4(a) if counsel to the Company renders an opinion, in form and substance reasonably satisfactory to the Initiating Holders requesting such Demand Registration, to the effect that registration is not required for the proposed transfer of Registrable Securities on two or if either (2i) occasions the proposed transfer of Registrable Securities is the subject of an effective Registration Statement which is current under the Securities Act or (at least 12 months apartii) pursuant a post-effective amendment to this Section 8(b)an existing registration statement would be sufficient for such proposed transfer. Within five (5) business days after receiving Each request for a RequestDemand Registration will specify the number of shares of Registrable Securities proposed to be sold by the Initiating Holders requesting the Demand Registration and will also specify the intended method of disposition thereof. Upon receipt of a request for a Demand Registration, the Company shall give prompt written notice to all other Holders of the other Holders, advising each of them that the Company is proceeding with such proposed registration and offering of such Holders' rights to include therein all or any portion Registrable Securities in such registration, and each such Holder shall within ten (10) days after the receipt of any such other Holder’s Registrable Securities, provided that notice notify the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it in writing of the Company’s noticenumber of shares of Registrable Securities it proposes to include in such registration. Notwithstanding anything contained Unless the Initiating Holders requesting the Demand Registration shall consent in writing, no other party, including the Company (but excluding another Holder), shall be permitted to offer securities under any such Demand Registration. The Company may delay filing the registration statement relating to any Demand Registration under this Section 8(b4(a) to the contrary: for not more than 90 days if (i) no person may make a Request that the Company filehas filed, nor shall the Company be obligated to fileor has taken substantial steps toward filing, a registration statement on relating to the sale of any date that is within ninety (90) days of the effective date Company's securities (the "Company Securities") in an Underwritten Offering and the managing underwriter is of any the opinion that the filing of a registration statement filed with respect to the Demand Registration would adversely affect the offering by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and of Company Securities, or (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined determines in good faith, by resolution, that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the a registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnwould, if not so deferred, materially and adversely affect a then proposed or pending financial project, acquisition, merger or corporate reorganization.

Demand Registration Rights. If, at (a) At any time during following the period commencing on closing of the Issue Date transactions contemplated by the Purchase Agreement and ending five (5) years thereafterthe Exchange Agreement, the Company shall receive a written request holders of Registrable Stock constituting at least one-third (a “Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own1/3) a majority of the total number of shares of Common Registrable Stock then included (or which upon such exercise would be included) in outstanding may request the Registrable Securities (the “Majority Holders”), Company to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with under the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein Act all or any portion of any the shares of Registrable Stock held by such other Holder’s Registrable Securitiesrequesting holder or holders for sale in the manner specified in such notice, provided that the Company received a written request to do so from aggregate offering price, as such Holder within thirty (30) days after receipt by him or it amount is determined on the cover page of the Company’s noticeregistration statement, shall not be less than $2,000,000. Notwithstanding anything contained in this Section 8(b) to Such request shall specify the contrary: intended method of disposition thereof by such holder or holders, including (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that requested is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; for an underwritten offering and (ii) if the Company may delay is eligible for registration on Form S-3, whether the registration statement covering such Registrable Stock shall be a “shelf” and provide for the sale by the holder or holders thereof of the Registrable Stock from time to time on a delayed or continuous basis under Rule 415 under the Securities Act. For purposes of this Section 2 and Sections 5, 9(a) and 9(d), the term “Registrable Stock” shall be deemed to include the number of shares of Registrable Stock which have been issued to or would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 2 or Section 3, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. In the event that any registration pursuant to this Section 2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Stock beneficially owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to which a Request relates if upon receipt of such Request (A) be sold by the Company notifies therein; provided, however, that such number of shares of Registrable Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person making the Request that it is contemplating filing a Registration Statement within ninety (90) days other than requesting holders of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnRegistrable Stock.

Demand Registration Rights. If(a) Subject to the provisions hereof, at any time during the period commencing on the Issue Date and ending five (5) years thereafterHolder or group of Holders holding Registrable Securities constituting, the Company shall receive a written request (a “Request”)convertible into or exercisable for, from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) aggregate, no less than a majority of the total number of shares of Company Common Stock then included (that either constitute Registrable Securities or which are issuable upon such conversion of Preferred Stock or exercise would be included) in the of Warrants that constitute Registrable Securities (the “Majority Holders”)) may, to register at any time from and after the date hereof, request registration for resale under the Securities Act of at least a majority all or part of the Registrable Securities then outstanding, (a “Demand Registration”) by giving written notice thereof to the Company shall, as promptly as practicable, prepare (which request shall specify the number of shares of Registrable Securities to be offered by each Holder and/or its Designated Secured Lenders and file with whether such Registration Statement shall be a “shelf” Registration Statement under Rule 415 promulgated under the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(bAct). Within five (5) business days after receiving a Request, the The Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any request for a Demand Registration, which request complies with this Section 2.01(a), within five days after the receipt thereof, to each Holder who did not initially join in such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) request. Within 10 days after receipt of such notice, any such Holder may request in writing that all or part of its Registrable Securities be included in such Demand Registration, and the Company shall include in the Demand Registration the Registrable Securities of each such Holder requested to be so included, subject to the provisions of Section 2.01(c). Each such request shall specify the number of shares of Registrable Securities to be offered by him or it such Holder and/or its Designated Secured Lenders. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the Company’s notice. Notwithstanding anything contained in this Section 8(b) applicable Holder with respect to the contrary: Registrable Securities of the applicable Holder, subject to Section 3.04. Subject to Section 2.01(c) below, upon receipt of a Demand Registration notice in accordance herewith, the Company shall use reasonable best efforts (i) no person may make to file a Request that Registration Statement (which shall be a “shelf” Registration Statement under Rule 415 promulgated under the Company fileSecurities Act if requested pursuant to the request of the Majority Holders pursuant to the first sentence of this Section 2.01(a)) registering for resale such number of Registrable Securities as requested to be so registered as promptly as reasonably practicable and in any event within 30 days, nor shall in the Company be obligated to file, case of a registration statement on Form S-3, or 45 days, in the case of a registration statement on Form S-1, after the request of the Majority Holders therefor (such Registration Statement, a “Demand Registration Statement”) and (ii) to cause such Demand Registration Statement to be declared effective by the SEC as promptly as reasonably practicable thereafter. Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.01(a): (A) with respect to securities that are not Registrable Securities; (B) during any date that Scheduled Black-Out Period; (C) if the aggregate offering price of the Registrable Securities to be offered is less than $5,000,000, unless the Registrable Securities to be offered constitute all of the then-outstanding Registrable Securities; or (D) within ninety (90) 90 days of after the effective date of any registration statement filed by a prior Demand Registration Statement. If permitted under the Company and pursuant to which Securities Act, such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Demand Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request shall be one that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, is automatically effective upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnfiling.

Demand Registration Rights. If, at (a) At any time during following the period commencing on closing of the Issue Date transactions contemplated by the Purchase Agreement and ending five (5) years thereafterthe Exchange Agreement, the Company shall receive a written request holders of Registrable Stock constituting at least one-third (a “Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own1/3) a majority of the total number of shares of Common Registrable Stock then included (or which upon such exercise would be included) in outstanding may request the Registrable Securities (the “Majority Holders”), Company to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with under the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein Act all or any portion of any the shares of Registrable Stock held by such other Holder’s Registrable Securitiesrequesting holder or holders for sale in the manner specified in such notice, provided that the Company received a written request to do so from aggregate offering price, as such Holder within thirty (30) days after receipt by him or it amount is determined on the cover page of the Company’s noticeregistration statement, shall not be less than $2,000,000. Notwithstanding anything contained in this Section 8(b) to Such request shall specify the contrary: intended method of disposition thereof by such holder or holders, including (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that requested is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; for an underwritten offering and (ii) if the Company may delay is eligible for registration on Form S-3, whether the registration statement covering such Registrable Stock shall be a “shelf” and provide for the sale by the holder or holders thereof of the Registrable Stock from time to time on a delayed or continuous basis under Rule 415 under the Securities Act. For purposes of this Section 2 and Sections 5, 9(a) and 9(d), the term “Registrable Stock” shall be deemed to include the number of shares of Registrable Stock which have been issued to or would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 2 or Section 3, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. In the event that any registration pursuant to this Section 2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Stock beneficially owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to which a Request relates if upon receipt of such Request (A) be sold by the Company notifies therein; provided, however, that such number of shares of Registrable Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person making the Request that it is contemplating filing a Registration Statement within ninety (90) days other than requesting holders of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawn.Registrable Stock. EXHIBIT 10.55

Demand Registration Rights. If(a) From and after the Closing Date (the "COMMENCEMENT DATE") and to and including the date that is the fourth anniversary of the Commencement Date, at any subject to extension pursuant to Section 4 (as so extended from time during to time, the period commencing "TERMINATION DATE"), on the Issue Date and ending five (5) years thereafter, one or more occasions when the Company shall receive a have received the written request (a “Request”)of the Purchaser, any pledgee of Registrable Shares from Holders who the Purchaser or holders of at least 100,000 Registrable Shares in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total as such number of shares of Common Stock then included (or which upon such exercise would may be included) adjusted in the Registrable Securities (event of any change in the “Majority Holders”)Registerable Shares by reason of stock dividends, split-ups, reverse split-ups, mergers, recapitalizations, subdivisions, conversions, exchanges of shares or the like) that shall have been acquired directly or indirectly from the Purchaser and to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company which rights under this Section 1 shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) have been assigned pursuant to Section 13(a) (each such person, when requesting registration under this Section 8(b1 or under Section 2 and thereafter in connection with any such registration, being hereinafter referred to as a "REGISTERING STOCKHOLDER"). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) request to each potential Registering Stockholder; it being understood that, without prior notice to the Company, the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors shall not be deemed to have knowledge of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case existence of clause (ii)(A) any pledgee of this paragraph, the Registrable Shares. The Company shall, as soon expeditiously as practicalpossible and in good faith, upon include in a Registration Statement the first to occur number of Registrable Shares (the abandonment of such contemplated registration statement or "TRANSACTION REGISTRABLE SHARES") that the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, Registering Stockholders shall have specified by written notice received by the Company may not delay later than 10 Business Days after the filing of Company shall have given such written notice to the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnRegistering Stockholders pursuant to this Section 1(a).

Demand Registration Rights. If, at (a) At any time during following the period commencing on the Issue Date and ending five (5) years thereafterdate hereof, the Company shall receive a written request holders of Restricted Stock constituting at least twenty percent (a “Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own20%) a majority of the total number of shares of Common Restricted Stock then included (or which upon such exercise would be included) in outstanding may request the Registrable Securities (the “Majority Holders”), Company to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with under the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein Act all or any portion of any the shares of Restricted Stock held by such other Holder’s Registrable Securitiesrequesting holder or holders for sale in the manner specified in such notice, provided that the Company received a written request to do so from aggregate offering price, as such Holder within thirty (30) days after receipt by him or it amount is determined on the cover page of the Company’s noticeregistration statement, shall not be less than $2,500,000. Notwithstanding anything contained in this Section 8(b) to Such request shall specify the contrary: intended method of disposition thereof by such holder or holders, including whether (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that requested is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; for an underwritten offering and (ii) the registration statement covering such Restricted Stock shall be a “shelf” and provide for the sale by the holder or holders thereof of the Restricted Stock from time to time on a delayed or continuous basis under Rule 415 under the Securities Act. For purposes of this Section 2 and Sections 5, 11(a) and 11(d), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which have been issued to or would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 2 or Section 3, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. In the event that any registration pursuant to this Section 2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may delay be reduced (pro rata among the registration requesting holders based upon the number of shares of Restricted Stock beneficially owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to which a Request relates if upon receipt of such Request (A) be sold by the Company notifies therein; provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person making the Request that it is contemplating filing a Registration Statement within ninety (90) days other than requesting holders of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnRestricted Stock.

Demand Registration Rights. If, at (a) At any time during following the period commencing on closing of the Issue Date and ending five (5) years thereaftertransactions contemplated by the Exchange Agreement, the Company shall receive a written request holders of Registrable Stock constituting at least twenty percent (a “Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own20%) a majority of the total number of shares of Common Registrable Stock then included (or which upon such exercise would be included) in outstanding may request the Registrable Securities (the “Majority Holders”), Company to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with under the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein Act all or any portion of any the shares of Registrable Stock held by such other Holder’s Registrable Securitiesrequesting holder or holders for sale in the manner specified in such notice, provided that the Company received a written request to do so from aggregate offering price, as such Holder within thirty (30) days after receipt by him or it amount is determined on the cover page of the Company’s noticeregistration statement, shall not be less than $2,000,000. Notwithstanding anything contained in this Section 8(b) to Such request shall specify the contrary: intended method of disposition thereof by such holder or holders, including (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that requested is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; for an underwritten offering and (ii) if the Company may delay the is eligible for registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such requeston Form S-3, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of whether the registration statement covering such Registrable Stock shall be a “shelf” and provide for more than thirty (30) days from the date sale by the holder or holders thereof of the Request unless Registrable Stock from time to time on a delayed or continuous basis under Rule 415 under the Securities Act. For purposes of this Section 2 and Sections 5, 9(a) and 9(d), the term “Registrable Stock” shall be deemed to include the number of shares of Registrable Stock which have been issued to or would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such Request is withdrawnholder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 2 or Section 3, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. In the event that any registration pursuant to this Section 2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Stock beneficially owned by such holders) if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion would adversely affect the marketing of the Registrable Stock to be sold; provided, however, that such number of shares of Registrable Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than requesting holders of Registrable Stock.

Demand Registration Rights. IfThe parties hereto acknowledge that the Bank shall have no obligation to comply with the provisions of this Section 13(a) if, at any time during in the period commencing on written opinion of counsel to the Issue Date Bank reasonably acceptable to the Acquiror or a subsequent holder thereof from whom such written request has been received, preparation of an offering circular or registration under the Act is not required for the transfer of the Preferred Stock, Warrants and/or shares of Common Stock issuable upon the exercise of the Warrants in the manner proposed by the Acquiror or that a post-effective amendment to an existing registration statement would be legally sufficient for such transfer (in which latter event the Bank shall promptly file such post-effective amendment and ending five (5) years thereafteruse its best efforts to cause such amendment to become effective under the Act). Provided that the foregoing shall not be the case, the Company shall receive Bank covenants and agrees with the Acquiror and any subsequent holders of the Preferred Stock, Warrants and/or shares of Common Stock issuable upon the exercise of the Warrants that within sixty days after receipt of a written request (a “Request”), from Holders who the Acquiror or from holders of more than 50% in interest of the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Preferred Stock, Warrants and/or shares of Common Stock then included (issuable upon the exercise of the Warrant that the Acquiror or which such holders of the Preferred Stock, Warrants and/or shares of Common Stock issuable upon the exercise of the Warrant desire and intend to transfer more than 50% in interest of the aggregate number of shares of Preferred Stock, Warrants and/or shares of Common Stock issuable upon the exercise of the Warrants under such exercise would circumstances that a public offering, within the meaning of the Act, will be included) in involved, the Registrable Securities Bank shall prepare and deliver to the Pennsylvania Department of Banking (the “Majority Holders”), to register the resale of at least "Department") an offering circular or file a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file registration statement with the Securities and Exchange Commission (“the "SEC”") a registration statement sufficient to permit the public offering or other appropriate authority, whichever shall be appropriate, (and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such offering circular to be declared acceptable by the Department or such registration statement to become effective under the Act, as promptly the case may be) with respect to the offering and sale or other disposition of the Preferred Stock, Warrants and/or shares of Common Stock issuable upon exercise of the Warrants. The Bank may defer the delivery of an offering circular or the filing of a registration statement for up to sixty days after the request for offering or registration is made if the Board of Directors determines in good faith that such offering circular or registration or post-effective amendment, as practicable; provided that the Company case may be, would adversely affect or otherwise interfere with a proposed or pending transaction by the Bank, including without limitation a material financing or a corporate reorganization, or during any period of time in which the Bank is in possession of material inside information concerning the Bank or its securities, which information the Bank determines in good faith is not ripe for disclosure. The Bank shall only not be obligated required to register Registrable Securities on two (2) occasions (at least 12 months apart) comply with more than one request for preparation of an offering circular or registration statement, as the case may be, pursuant to this Section 8(b13(a). Within five (5) business days after receiving a Request; provided, however, that the Bank covenants and agrees with the Acquiror and any subsequent holders of the Preferred Stock, Warrants and/or shares of Common Stock issuable upon exercise of the Warrants that in the event not all of the shares of Preferred Stock, Warrants and/or shares of Common Stock issuable upon exercise of the Warrants are included in an offering circular or registration statement, whichever shall be appropriate, the Company Bank shall give written notice to cooperate with the Acquiror and said holders in the preparation of an offering circular or registration statement, whichever shall be appropriate, and the Acquiror and said holders shall bear all the other Holders, advising each of them that the Company is proceeding with such registration out-of-pocket expenses incurred in connection therewith (including all reasonable legal and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed accounting expenses incurred by the Company and pursuant Bank with respect to which such person was given full “piggyback” additional registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnrights).

Demand Registration Rights. IfThe Company covenants and agrees with the Stockholders (and any person or entity to whom they have made a permitted transfer of Registrable Securities (a "Transferee"), at any time during the period commencing on the Issue Date and ending five (5) years thereaftercollectively, the Company shall receive "Holders") that after receipt of a written request (a “"Demand Request”), ") from Holders who in representing not less than 50% of the aggregate own (or upon exercise of all Registrable Securities then outstanding not previously registered but only if such Registrable Securities consist of Notes or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), having a combined value equal to register the resale of at least $750,000 in aggregate principal amount of Notes, where each share of Common Stock is valued at $7.50 in principal amount of Notes, that such Holders desire and intend to transfer all or a majority portion of the Registrable Securities then outstandingheld by them under such circumstances that a public offering, within the meaning of the 1933 Act will be involved (which Demand Request shall specify the Registrable Securities so requested to be registered, the proposed amounts thereof (including whether or not the proposed offering is to be underwritten, in which case the Demand Request shall specify the identity of the proposed underwriter, which shall be subject to the approval of the Company, which approval shall not be unreasonably denied)), the Company shall promptly (but in any event within five (5) days) give written notice (the "Registration Notice") of such requested registration to all Holders, and thereupon the Company shall, as promptly expeditiously as practicable, prepare and possible (but in any event within forty-five (45) days after receipt of the Demand Request by the Company) file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient (which may be pursuant to permit Rule 415 under the public offering 1933 Act if so requested in the Demand Request) and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided under the 1933 Act with respect to the offering and sale or other disposition of (i) the Registrable Securities set forth in the Demand Request, for disposition in accordance with the intended method or methods of disposition stated in the Demand Request, and (ii) all other Registrable Securities which the Holders thereof shall have requested in writing that the Company register (which written request shall only be obligated to register specify such Registrable Securities on two and the proposed amounts thereof) within twenty-five (225) occasions days after receipt of the Registration Notice. The Stockholders shall, within ten days of making a transfer of Registrable Securities to a Transferee, notify the Company in writing of the identity of such Transferee. The Company shall be required (i) to maintain the effectiveness of any such registration statement until the earlier to occur of 270 days after the effective date of such registration statement or consummation of the distribution by the Holders of the securities covered by such registration statement (but in any event, at least 12 months apartuntil the expiration of the 90-day period referred to in Section 4(3) of the 1933 Act and Rule 174 thereunder, if applicable) (the "Termination Date"), provided, however, that if at the Termination Date the Registrable Securities are covered by a registration statement which also covers other securities and which is required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to Registrable Securities for so long as it (or any substitute registration statement) remains or is required to remain in effect for any of such other securities, (ii) to comply with a Demand Request for registration only if made prior to the date five (5) years from the date hereof, and (iii) to comply with only one Demand Request for registration pursuant to this Section 8(b)6.2. Within five (5) business days after receiving A registration will not count as a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Demand Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of until the registration statement for more than thirty (30) days from relating thereto has become effective and remained effective as set forth in the date preceding sentence. In any registration initiated under this Section 6.2, if the Company complies with each requirement of the Request unless 1933 Act or the Commission (as hereafter defined) within its power or ability to comply with, the Holders of the Registrable Securities to be registered pursuant to such Request is withdrawnRegistration Statement shall pay (pro rata based on the value of the Registrable Securities held by such Holder being registered thereon) all Registration Expenses (as defined in Section 6.5 hereof) in connection therewith, whether or not it becomes effective. The Company shall not register any securities other than Registrable Securities pursuant to any Demand Request.

Demand Registration Rights. If, at At any time during and from time to time after the period commencing on consummation of the Issue Date and ending five (5) years thereafterIPO, the Company shall receive a written request (a “Request”), from Majority Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received may make a written request to do so from the Company (each a "Demand") for registration with the SEC under and in accordance with the provisions of the Securities Act of all or part of their Registrable Securities (each a "Demand Registration"). Within ten (10) days after receipt of a Demand, the Company will send to all of the other Holders written notice (the "Notice") of such Holder Demand and, subject to the conditions set forth in the following paragraph, the Company will include in the Demand Registration all Registrable Securities of such other Holders with respect to which the Company has received written requests for inclusion therein within thirty ten (3010) days after receipt by him or it the applicable Holder of the Company’s noticeNotice. Notwithstanding anything contained in Any Demand made pursuant to this Section 8(b9.02(a) shall specify the aggregate amount of the Registrable Securities to be registered and shall also specify the intended methods of disposition thereof. The Company will use its reasonable best efforts to cause all such Registrable Securities to be registered under the Securities Act to the contraryextent requisite to permit the disposition in such Demand Registration; provided, however, that if the managing underwriter or underwriters of such offering, as selected by the Company, shall advise the Company in writing that in its or their opinion the total amount or kind of securities that the Holders, the Company and any other Persons or entities intend to include in such offering exceeds the amount that can be sold in such offering without an adverse effect on the price, timing or distribution of the securities offered by the Holders, the Company shall be required to include in such registration only the amount of Registrable Securities and securities of the Company and such other persons or entities, if any, that the managing underwriter or underwriters determine, in its or their sole discretion, can be sold without an adverse effect on the price, timing or distribution of the securities offered. In such event, securities shall be registered in such offering in the following order of priority: (i) no person may make a Request that first, the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to securities which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities have been requested to be included therein; in such registration pursuant to this Section 9.02(a) and pursuant to "piggy back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of the securities sought to be registered by the Holders and such other persons exercising "piggy back" registration rights), and (ii) second, any securities which the Company may delay the registration of the securities proposes to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnregister.

Demand Registration Rights. IfWithin 60 days after receipt of a written request from the Representatives or from Holders of at least 40% in interest of the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, at any time during within the period commencing on meaning of the Issue Date and ending five (5) years thereafterAct, will be involved, the Company shall receive a written (subject to the last sentence of this paragraph) notify all Holders of such request (a “Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering (and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicableunder the Act) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); provided PROVIDED, HOWEVER, that the Company shall only not be obligated to register Registrable comply with the foregoing provisions of this SECTION 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities on two in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement would be legally sufficient for such transfer (2) occasions in which latter event the Company shall promptly file such post-effective amendment (at least 12 months apart) pursuant and use its best efforts to this Section 8(bcause such amendment to become effective under the Act)). Within five (5) business days after receiving a RequestNotwithstanding the foregoing, however, the Company shall give written notice not be obligated to all provide more than one effective registration statement meeting the other Holders, advising each requirements hereof pursuant to this SECTION 13.1. The Company may defer the preparation and filing of them that the Company is proceeding with such a registration and offering statement for up to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) 90 days after receipt by him or it of the request for registration is made if the Company’s notice. Notwithstanding anything contained 's board of directors determines in this Section 8(b) to the contrary: good faith that (i) no person may make such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed proposed or pending material transaction by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof Company, including without limitation the ability to include all Registrable Securities requested to be included therein; and a financing or a corporate reorganization, or (ii) the Company may delay the registration is in possession of the securities to which a Request relates if upon receipt of such Request (A) material inside information concerning the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days or its securities, disclosure of such request, which would be illegal or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on upon the Company; provided that . The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this SECTION 13.1 received later than five (x5) in years from the case effective date of clause the Company's Registration Statement on Form SB-2 (ii)(AFile No. 333-27871) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of this paragraph, the Company shall, as soon as practical, upon registration statement beyond the first earlier to occur of 120 days after the abandonment effective date of such contemplated the registration statement or the expiration date on which all of such ninety the Offered Securities have been sold (90) day periodthe "TERMINATION DATE"); PROVIDED, register HOWEVER, that if at the Termination Date the Offered Securities are covered by a registration statement which also covers other securities and which is required to which remain in effect beyond the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraphTermination Date, the Company may shall maintain in effect such registration statement as it relates to Offered Securities for so long as such registration statement (or any substitute registration statement) remains or is required to remain in effect for any such other securities, or (ii) to cause any registration statement with respect to the Warrant Shares to become effective prior to the Initiation Date. All expenses of registration pursuant to this SECTION 13.1 shall be borne by the Company (excluding underwriting discounts and commissions on securities not delay sold by the filing of Company). The Company shall be obligated pursuant to this SECTION 13.1 to include in the registration statement for more than thirty (30) days from Warrant Shares that have not yet been purchased by a Holder of Warrants so long as such Holder of Warrants submits an undertaking to the date Company that such Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such registration statement prior to the consummation of the Request unless public offering with respect to such Request Warrant Shares. In addition, such Holder of Warrants is withdrawnpermitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the public offering with respect to such Warrant Shares.

Demand Registration Rights. If(a) Subject to the provisions of paragraph (c) below, at any time during from and after the period commencing on the Issue First Contingent Payment Date and ending five (5) years thereafterprior to the first anniversary thereof, the Company shall receive a written request (a “Request”)Rightsholders, from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority by an election of the total number Stockholders' Representative, may request, in writing, that the Company effect the registration of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), up to register the resale of at least a majority 35% of the Registrable Securities then outstandingShares owned by each Rightsholder and issued to him as part of the First Contingent Payment (the "First Demand"). Subject to the provisions of paragraph (c) below, from and after the Second Contingent Payment Date and prior to the first anniversary thereof, the Rightsholders, by an election of the Stockholders' Representative, may request, in writing, that the Company effect the registration of up to 35% of the Registrable Shares owned by each Rightsholder and issued to him as part of the First Contingent Payment or the Second Contingent Payment, less such number of Registrable Shares as were registered pursuant to the First Demand. If the Rightsholders intend to distribute such Registrable Shares by means of an underwriting, the Stockholders' Representative shall so advise the Company in his request. In the event either such registration is underwritten, the right of Rightsholders to participate shall be conditioned on such Rightsholders' participation in such underwriting. Upon receipt of such a request, the Company shall, as promptly expedi- tiously as practicablepossible, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause effect the registration of all Registrable Shares which the Company has been requested to so register (subject to the maximums stated above in this paragraph (a)) on such registration statement to become effective as promptly as practicable; provided that form selected by the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that as the Company is proceeding with such then eligible to use. Notwithstanding any other provision of this Section 2, if the managing underwriter(s) advises the Rightsholders participating in the registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided in writing that the Company received marketing factors require a written request to do so from such Holder within thirty (30) days after receipt by him or it limitation of the Company’s notice. Notwithstanding anything contained number of shares to be underwritten, then the number of Registrable Shares that may be included in this Section 8(bthe underwriting shall be allocated among all such Rightsholders in proportion (as nearly as practicable) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days amount of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors Shares of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of owned by each such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnRightsholder.

Demand Registration Rights. If, at any time during (a) Following the earlier of (x) 180 days after the effective date of the registration statement for the Initial Public-Offering and (y) the expiration of the period commencing on during which the Issue Date managing underwriters for the Initial Public Offering shall prohibit the Company from effecting any other public sale or distribution of Registrable Securities, upon written notice to the Company from Limited or Buyer (together with its permitted assigns, the “Requesting Member”) (which notice shall specify the number and ending five (5) years thereafterthe intended method of disposition of Registrable Securities), the Company shall receive (i) promptly give written notice of such requested Registration to each of the Members then owning Registrable Securities and (ii) use its reasonable best efforts to effect and maintain the Registration on an appropriate form under the Securities Act of offers and sales of (x) Registrable Securities by the Requesting Member and Registrable Securities by each other Member which shall have made a written request to the Company for Registration thereof (a “Request”), from Holders who in which request shall specify the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares Registrable Securities) within ten Business Days after the giving of Common Stock then included such written notice by the Company (or which upon such exercise would be included) in the Registrable Securities (collectively, the “Majority HoldersDemand Securities”), to register the resale of at least a majority of the Registrable Securities then outstanding, ) and (y) any securities which the Company shall, as promptly as practicable, prepare and file may elect to Register in connection with the offering of Demand Securities and Exchange Commission (“SEC”) a such other securities the Company may be obligated to include due to other piggyback registration statement sufficient rights, if any, granted to permit third parties, in each case in accordance with the public offering and sale intended method or methods of disposition specified by the Registrable Securities through Requesting Member, subject to the facilities other provisions of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicablethis Annex B; provided that the Company shall only not be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) effect any Registration pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights 1.2 except in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawn.following provisions:

Demand Registration Rights. IfThe Company covenants and agrees with the Representatives and any subsequent Holders of the Warrant and/or Warrants Shares that, at any time during the period commencing on the Issue Date and ending five (5) years thereafterone occasion, the Company shall receive within 60 days after receipt of a written request (a “Request”), from the Representatives or from Holders who of more than 40% in interest of the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number Warrant and/or Warrant Shares (considered for this purpose as one class) issued pursuant to this Agreement that the Representatives or such Holders of shares the Warrant and/or Warrant Shares desire and intend to transfer more than 25% in interest of Common Stock then included the aggregate of the Warrant Shares (or which upon the "Offered Warrant Shares") under such exercise circumstances that a public offering, within the meaning of the Act, would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstandinginvolved, the Company shallCompany, as promptly as practicableon that one occasion, prepare and shall file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering (and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicableunder the Act and to remain effective for not less than 90 days thereafter with respect to the offering and sale or other disposition of the Offered Warrant Shares; provided PROVIDED, HOWEVER, that any such disposition shall occur on or after the Initial Exercise Date and on or before the Expiration Date; PROVIDED FURTHER, that the Company shall only have no obligation to comply with the foregoing provisions of this Section 13.1 if, in the opinion of counsel to the Company reasonably acceptable to the Holders from whom such written requests have been received, registration under the Act is not required for such disposition or that a post-effective amendment to an existing registration statement would be obligated legally sufficient for such transfer (in which latter event the Company shall promptly file such post-effective amendment and use its reasonable best efforts to register Registrable Securities on two (2) occasions (at least 12 months apart) cause such amendment to become effective under the Act). All expenses of registration and disposition pursuant to this Section 8(b). Within five (5) business days after receiving a Request13.1, exclusive of any underwriting discounts and commissions, non-accountable expense allowances or costs and fees of separate counsel to the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt shall be borne by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawn.

Demand Registration Rights. If, at (a) At any time during after any shares of New Common Stock shall have been registered under the period commencing on Securities Act but prior to the Issue Date Expiration Date, Requisite Holders may by written notice to the Company request that the Company register all or a portion of the Registrable Shares held by such Holders under the Securities Act and ending five (5) years thereafterregister or qualify under applicable state securities laws and, subject to the provisions of this Agreement, the Company shall receive a written request (a “Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its reasonable best efforts through its officersto effect such demand registration promptly; provided, directorshowever, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two have no obligation under this Section 2(a) if the public sale of the shares by the Holders is then covered under any other Registration Statement (2) occasions (at least 12 months apart) including, pursuant to this Section 8(b)3 hereof) that includes such shares on a continuing basis. Each notice to the Company shall set forth (i) the names of the Requisite Holders requesting registration ("REQUESTING HOLDERS") and the number of shares to be sold by each and (ii) the proposed manner of sale. Within five ten (510) business days after receiving a Requestreceipt of notice from the Requisite Holders, the Company shall give notify any Holder who is not a party to the written notice served on the Company and offer to all them the other Holdersopportunity to include their shares in such registration. Each such Holder shall have 20 days following delivery of such notice to elect, advising by notice to the Company, to have such Holder's Registrable Shares included in such registration. The Company shall have no obligation to effect any Demand Registration under this Section 2 unless the number of Registrable Shares in such Demand Registration shall be equal to at least 250,000 shares or, if lesser, the remaining Registrable Shares (including shares subject to the A&M Options) but not less than 125,000 shares, each of them that the Company is proceeding with such registration and offering numbers to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request be subject to do so from such Holder within thirty (30) days after receipt adjustment as contemplated by him or it Section 8 of the Company’s noticeA&M Option Agreement (the "ANTI-DILUTIVE ADJUSTMENTS"). Notwithstanding anything contained in The maximum number of such demands under this Section 8(b) to 2 shall be one (1); provided, however, that no such demand may be made after the contrary: (i) no person may make Expiration Date. A Registration Statement will not count as a Request that Demand Registration hereunder unless it is declared effective by the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within Commission and remains effective for at least ninety (90) days or such shorter period which shall terminate when all of the effective date of any registration statement filed Registrable Shares covered by the Company and such Demand Registration have been sold pursuant to which such person was given full “piggyback” registration rights Demand Registration; provided, however, that in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing event a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making is withdrawn at the request that the Board of Directors of the Company has determined that Requesting Holders (other than a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(Awithdrawal pursuant to Section 2(c) of this paragraphAgreement), such Requesting Holders will forfeit the demand registration rights granted pursuant to this Section 2. These rights are in addition to, and shall not limit, the Company shall, as soon as practical, upon the first to occur registration rights of the abandonment Holders of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities Registrable Shares granted pursuant to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnSection 3 hereunder.

Demand Registration Rights. If, at (a) At any time during the period commencing on the Issue Date and ending five (5) years thereafter, the Company shall receive one or more Holders may make a written request (a “Request”), from Holders who in to the aggregate own (or upon exercise Company for registration of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority any part of the Registrable Securities then outstandingheld by such requesting Holder(s) (a “Demand Registration”); provided, the Company shallhowever, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only not be obligated required to register Registrable Securities on two effect more than one (21) occasions (at least 12 months apart) Demand Registration pursuant to this Section 8(b4.01(a). Each request for a Demand Registration shall specify the aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. Within five (5) business days after receiving Business Days following receipt of any request for a RequestDemand Registration, the Company shall give deliver written notice of such request to all the other HoldersHolders of Registrable Securities. Thereafter, advising each of them that the Company is proceeding with shall include in such registration and offering to include therein all Demand Registration any additional Registrable Securities which the Holder or any portion of any Holders thereof have requested in writing be included in such other Holder’s Registrable SecuritiesDemand Registration, provided that all requests therefor have been received by the Company received a written request to do so from such Holder within thirty ten (3010) days after receipt by him or it Business Days of the Company’s noticehaving sent the applicable notice to such Holder or Holders. Notwithstanding anything contained in this Section 8(b) All such requests shall specify the aggregate amount of Registrable Securities to be registered and the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days intended method of distribution of the effective date of same. The Company shall not include in any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Demand Registration any securities that are not Registrable Securities requested to be included therein; and (ii) without the Company may delay the registration prior written consent of the securities to Holder(s) requesting such Demand Registration, which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such requestconsent shall not be unreasonably withheld or delayed. CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraphMARKED BY [*****], the Company shallHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawn.AS AMENDED

Demand Registration Rights. IfSubject to paragraph 2(c) below, if the Company shall at any time during on or after the period commencing on date hereof be requested by WCAS in a writing that states the Issue Date number of Restricted Securities to be sold and ending five the intended method of disposition thereof (5) years thereaftereach such written request, the Company shall receive a written request (a “Demand Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) to effect a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with registration under the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale Act of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any the Restricted Securities then held by WCAS or such other Preferred Holder’s Registrable Securities, provided that as the case may be, the Company received shall immediately notify in writing (each such notice, a “Demand Registration Notice”) each other Member of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of Restricted Securities specified in such Demand Request (plus the number of Restricted Securities specified in any written request to do so for registration of Restricted Securities that is received from such Holder each other Member receiving the Demand Registration Notice within thirty (30) 20 days after receipt by him such other Member of such Demand Registration Notice). For any Demand Registration, the reasonably anticipated aggregate price to the public of such offering shall exceed $5,000,000. In addition, with the written consent of WCAS, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by WCAS, Common Units to be sold by the Company for its own account or it for the account of other Members. In the event that the proposed method of disposition specified by WCAS or the Preferred Holder shall be an underwritten public offering, (i) the managing underwriter shall be selected by WCAS and (ii) the number of Restricted Securities to be included in such an offering may be reduced if and to the extent that, in the good faith opinion of the Company’s noticemanaging underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Restricted Securities to be sold. In the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) first, all Restricted Securities proposed to be included by the Preferred Investors shall be included (subject to pro rata reduction among the Preferred Investors seeking to include Restricted Securities in such offering based on the number of such Restricted Securities held by the Preferred Investors) and (B) second, to the extent provided above, Common Units proposed to be included by the Company for the account of the Company or Common Members shall be included. The Company shall abandon any Demand Registration upon the request of WCAS and neither the Company nor WCAS shall have any liability to any Member with respect to such abandonment subject to Section 2(d) hereof. Notwithstanding anything else to the contrary contained herein, the Company shall not be required to effect more than two (2) Demand Registrations under this Section 2(a) on Form S-1 or any successor thereto (it being understood that there shall be no limitation on the number of Demand Registrations on Form S-3 or any successor thereto). Nothing in this Agreement shall prevent WCAS from making a request under this Section 8(b2(a) prior to the contrary: (i) no person may make a Request that conversion of Series A Preferred Units. Notwithstanding anything to the contrary contained herein, the Company file, nor shall the Company not be obligated required to file, use its best efforts to cause a registration statement on any date that is within ninety to be filed or to become effective pursuant to this Section 2(a) during the sixty (9060) days of day period preceding the estimated effective date of any a registration statement filed by the Company and pursuant to which such person was given full covering a firm commitment underwritten public offering of Common Stock under the Securities Act (a “piggyback” registration rights in accordance with Section 8(cCompany Filing”) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) during the period starting with the filing of, and ending on the date which is one hundred and eighty (180) days after such estimated effective date of a Company may delay the Filing. This Section 2 shall not apply to a registration of the securities shares of Common Stock on Form S-4 or Form S-8 or their then equivalent forms relating to which a Request relates if upon receipt an offering of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days shares of such requestCommon Stock to be issued solely in connection with any acquisition of any entity or business or otherwise issuable in connection with any stock option, stock purchase or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnother employee benefit plan.

Demand Registration Rights. IfWithin 60 days after receipt of a written request from the Representatives or from Holders of more than __% in interest of the aggregate of Warrants and/or Warrant Shares that the Representatives or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, at any time during within the period commencing on meaning of the Issue Date and ending five (5) years thereafterAct, will be involved, the Company shall receive a written (subject to the last sentence of this paragraph) notify all Holders of such request (a “Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering (and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicableunder the Act) with respect to the offering and sale or other disposition of the Warrants and/or Warrant Shares requested to be included by the requesting Holders and any other Holders who request inclusion of Warrants or Warrant Shares within 20 days after the Company has given them notice of the registration (the "OFFERED SECURITIES"); provided PROVIDED, HOWEVER, that the Company shall only not be obligated to register Registrable comply with the foregoing provisions of this SECTION 13.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Securities on two in the manner proposed by such person or persons, or a post-effective amendment to an existing registration statement would be legally sufficient for such transfer (2) occasions in which latter event the Company shall promptly file such post-effective amendment (at least 12 months apart) and use its best efforts to cause such amendment to become effective under the Act)). Notwithstanding the foregoing, however ,the Company shall not be obligated to provide more than one effective registration statement meeting the requirements hereof pursuant to this Section 8(b)SECTION 13.1. Within five (5) business The Company may defer the preparation and filing of a registration statement for up to 90 days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company request for registration is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of made if the Company’s notice. Notwithstanding anything contained 's board of directors determines in this Section 8(b) to the contrary: good faith that (i) no person may make such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed proposed or pending material transaction by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof Company, including without limitation the ability to include all Registrable Securities requested to be included therein; and a financing or a corporate reorganization, or (ii) the Company may delay the registration is in possession of the securities to which a Request relates if upon receipt of such Request (A) material inside information concerning the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days or its securities, disclosure of such request, which would be illegal or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on upon the Company; provided that . The Company shall not be obligated to honor any request to register Warrant Shares pursuant to this SECTION 13.1 received later than six (x6) in years from the case effective date of clause the Company's Registration Statement on Form SB-2 (ii)(AFile No. 333-27871) (the "EFFECTIVE DATE"). The Company shall not be required (i) to maintain the effectiveness of this paragraph, the Company shall, as soon as practical, upon registration statement beyond the first earlier to occur of 120 days after the abandonment effective date of such contemplated the registration statement or the expiration date on which all of such ninety the Offered Securities have been sold (90) day periodthe "TERMINATION DATE"); PROVIDED, register HOWEVER, that if at the Termination Date the Offered Securities are covered by a registration statement which also covers other securities and which is required to which remain in effect beyond the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraphTermination Date, the Company may shall maintain in effect such registration statement as it relates to Offered Securities for so long as such registration statement (or any substitute registration statement) remains or is required to remain in effect for any such other securities, or (ii) to cause any registration statement with respect to the Warrant Shares to become effective prior to the Initiation Date. All expenses of registration pursuant to this SECTION 13.1 shall be borne by the Company (excluding underwriting discounts and commissions on securities not delay sold by the filing of Company). The Company shall be obligated pursuant to this SECTION 13.1 to include in the registration statement for more than thirty (30) days from Warrant Shares that have not yet been purchased by a Holder of Warrants so long as such Holder of Warrants submits an undertaking to the date Company that such Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such registration statement prior to the consummation of the Request unless public offering with respect to such Request Warrant Shares. In addition, such Holder of Warrants is withdrawnpermitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the public offering with respect to such Warrant Shares.

Demand Registration Rights. If(a) During the Priority Period and, at any time subject to and in accordance with Section 2.1(c) and (d), during the period commencing on the Issue Date and ending five Commitment Period (5) years thereafteras defined herein), each Holder (such Holder, together with its Affiliates, the “Exercising Holder”) shall be entitled to request in writing that the Company shall receive effect a written request registration (a “RequestDemand Registration”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with under the Securities and Exchange Commission (“SEC”) a Act, including in an underwritten public offering, covering the registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities some or all of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided and which request shall specify the number of Registrable Securities for which registration is requested and the intended method or methods of distribution thereof. Upon receipt of a request for a Demand Registration and until the completion of the offer of the Registrable Securities covered by such Demand Registration, the Company shall (i) use reasonable efforts to, as soon as reasonably practicable, after receipt of such written request, file with the SEC and use reasonable efforts to cause to be declared effective, a registration statement (a “Demand Registration Statement”) relating to all of the Registrable Securities that the Company received a written request has been so requested to do register for sale, to the extent required to permit the disposition (in accordance with the intended method or methods of distribution thereof) of the Registrable Securities so from registered, (ii) if the Demand Registration relates to an underwritten public offering, use reasonable efforts to support such Holder within thirty Demand Registration (30) days after receipt by him or it including through participation of the Company’s notice. Notwithstanding anything contained Chief Executive Officer and Chief Financial Officer in this Section 8(bcustomary “road show” meetings with prospective purchasers of Registrable Securities), (iii) to not permit the contrary: (i) no person may make a Request that exercise by the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date Tangs of any registration demand and not file any registration statement filed in connection with any demand made by the Company and pursuant Tangs prior to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day periodthe Priority Period, register the securities to which the Request relates unless such Request is withdrawn; and (yiv) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement otherwise provide for more than thirty (30) days from the date of the Request unless such Request is withdrawn“clear markets.”

Demand Registration Rights. If(a) Any Holder may, at any time during subject to the period commencing on the Issue Date and ending five (5) years thereafterterms hereof, request the Company shall receive in writing (each such request, a written request “Demand”) to effect a registration with the SEC under and in accordance with the provisions of the Securities Act of all or part of the Registrable Securities Beneficially Owned by such Holder (a “RequestDemand Registration”), from Holders who in . The Demand shall specify the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon Registrable Securities requested to be so registered on behalf of such exercise would Holder. For purposes of this Agreement, Holders shall be included) in deemed to have made a Demand, effective as of the Effective Date, with respect to all of the Registrable Securities (the “Majority HoldersClosing Demand”); provided, however, that notwithstanding Section 2(b) of this Agreement, (x) with respect to register the resale of at least a majority of the Registrable Securities then outstandingSecurities, the Company shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, file a registration statement on any date that a form the Company is within eligible to use (or amend an existing registration statement) with respect thereto not later than ninety (90) days of following the effective date of any registration statement filed Effective Date. Any request received by the Company and pursuant from a Holder as provided in this Section 2(a) shall be deemed to which such person was given full be a “piggybackDemand” registration rights for purposes of this Agreement, unless the Company, in accordance with Section 8(c) hereof including without limitation the ability terms of this Agreement, shall have notified such Holder in writing, prior to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon its receipt of such Request (Arequest from such Holder, of its intention to register securities with the SEC, in which case the request from such Holder shall be governed by Section 3 hereof, not this Section 2. All Demands to be made by a Holder pursuant to this Section 2(a) and any notifications by the Company notifies pursuant to the person making the Request that it is contemplating filing preceding sentence must be based upon a Registration Statement within ninety (90) days good faith intent of such request, Holder or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in , as the case may be, to effect the sale of clause (ii)(A) of this paragraph, the Company shall, securities pursuant to such registrations as soon promptly as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from practicable after the date of the Request unless such Request is withdrawnDemand or notification, as the case may be, in accordance with the terms of this Agreement.

Demand Registration Rights. If(a) Subject to the provisions of paragraph (c) below, at any time during from and after the period commencing on the Issue First Contingent Payment Date and ending five (5) years thereafterprior to the first anniversary thereof, the Company shall receive a written request (a “Request”)Rightsholders, from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority by an election of the total number Stockholders' Representative, may request, in writing, that the Company effect the registration of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), up to register the resale of at least a majority 35% of the Registrable Securities then outstandingShares owned by each Rightsholder and issued to him as part of the First Contingent Payment (the "First Demand"). Subject to the provisions of paragraph (c) below, from and after the Second Contingent Payment Date and prior to the first anniversary thereof, the Rightsholders, by an election of the Stockholders' Representative, may request, in writing, that the Company effect the registration of up to 35% of the Registrable Shares owned by each Rightsholder and issued to him as part of the First Contingent Payment or the Second Contingent Payment, less such number of Registrable Shares as were registered pursuant to the First Demand. If the Rightsholders intend to distribute such Registrable Shares by means of an underwriting, the Stockholders' Representative shall so advise the Company in his request. In the event either such registration is underwritten, the right of Rightsholders to participate shall be conditioned on such Rightsholders' participation in such underwriting. Upon receipt of such a request, the Company shall, as promptly expeditiously as practicablepossible, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause effect the registration of all Registrable Shares which the Company has been requested to so register (subject to the maximums stated above in this paragraph (a)) on such registration statement to become effective as promptly as practicable; provided that form selected by the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that as the Company is proceeding with such then eligible to use. Notwithstanding any other provision of this Section 2, if the managing underwriter(s) advises the Rightsholders participating in the registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided in writing that the Company received marketing factors require a written request to do so from such Holder within thirty (30) days after receipt by him or it limitation of the Company’s notice. Notwithstanding anything contained number of shares to be underwritten, then the number of Registrable Shares that may be included in this Section 8(bthe underwriting shall be allocated among all such Rightsholders in proportion (as nearly as practicable) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days amount of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors Shares of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of owned by each such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnRightsholder.

Demand Registration Rights. If(a) If the Company shall receive, at any time during after the period commencing on expiration of that certain Agreement, dated as of April __, 1997, between GECC and the Issue Date and ending five Representatives (5as defined therein) years thereafter(the "Lock-up Agreement"), the Company shall receive (i) a written request (from the Series C Stockholder that the Company file a “Request”), from Holders who in registration statement under the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of Act covering the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale registration of at least a majority 5% of the Registrable Securities then outstandingoutstanding (or any lesser percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $4,000,000) and (ii) a list of the jurisdictions in which the Series C Stockholder intends to attempt to qualify such securities under applicable state securities laws, the Company shall, shall promptly give written notice of such request to all Management Stockholders and shall as promptly soon as practicable, prepare and practicable file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient and use its best efforts (subject to permit the public offering and sale limitations of this SECTION 4) to effect the registration under the Securities Act of the proposed Transfer of all such Registrable Securities which the Series C Stockholder requests to be registered, together with all of the Registrable Securities through of any Management Stockholders who so request by notice to the facilities Company which is given within 30 days after the notice from the Company described above. Notwithstanding the foregoing, if the Company shall furnish to the Series C Stockholder a certificate signed by the Chief Executive Officer of all appropriate securities exchanges and the over-the-counter marketCompany stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company for a registration statement to be filed in the near future, and will then the Company's obligation to use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, file a registration statement on any date that is within ninety shall be deferred for a period not to exceed 90 days (90) days or, at the option of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including Series C Stockholder, withdrawn without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which constituting a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawndemand).

Demand Registration Rights. If, at (a) At any time during following the period commencing date which is eighteen (18) months after the date hereof, if the Company is eligible to use a registration statement on the Issue Date and ending five Form S-3 (5) years thereafteror any successor short-form registration statement), the Company holders of Registrable Stock shall receive have the right by delivering a written request (a “Request”), from Holders who in to the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of Company to require the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), Company to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with under the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein Act all or any portion of any the shares of Registrable Stock held by such other Holder’s Registrable Securities, requesting holder or holders for sale in the manner specified in such request; provided that the Company received a written request to do so from aggregate offering price, as such Holder within thirty (30) days after receipt by him or it amount is determined on the cover page of the Company’s noticeregistration statement, shall not be less than $2,500,000. Notwithstanding anything contained in this Section 8(b) to Such request shall specify the contrary: intended method of disposition thereof by such holder or holders, including whether (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that requested is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and for an underwritten offering or (ii) the Company registration statement covering such Registrable Stock shall be a “shelf” and provide for the sale by the holder or holders thereof of the Registrable Stock from time to time on a delayed or continuous basis under Rule 415 under the Securities Act. In the event that any registration pursuant to this Section 2 shall be, in whole or in part, an underwritten public offering of Registrable Stock, the number of shares of Registrable Stock to be included in such an underwriting to be sold for the account of the requesting holders may delay be reduced (pro rata among the registration requesting holders based upon the number of shares of Registrable Stock requested to be so registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to which a Request relates if upon receipt of such Request (A) be sold thereby. The Company shall not include in any registration pursuant to this Section 2 any securities to be sold for the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors account of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on or any persons other than the Company; provided that (x) in holders of Registrable Stock without the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur prior written consent of the abandonment holders of such contemplated registration statement or Registrable Stock requesting the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnregistration.

Demand Registration Rights. IfSubject to Section 2(c) below, if the Company shall at any time during on or after the period commencing on date hereof be requested by WCAS in a writing that states the Issue Date and ending five (5) years thereafter, the Company shall receive a written request (a “Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Registrable Stock then included to be sold and the intended method of disposition thereof (or which upon each such exercise would be included) in the Registrable Securities (the “Majority Holders”written request, a "Demand Request"), to register the resale of at least effect a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with registration under the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale Act of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s the Registrable SecuritiesStock then held by the WCAS Investors, provided that the Company received shall immediately notify in writing (each such notice, a "Demand Registration Notice") each other Investor of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a "Demand Registration"), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request to do so for registration of shares of Registrable Stock that is received from such Holder each other Investor receiving the Demand Registration Notice within thirty (30) 20 days after receipt by him such other Investor of such Demand Registration Notice). In addition, with the written consent of WCAS, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by WCAS, shares of Common Stock to be sold by the Company for its own account or it for the account of other holders. In the Company’s notice. Notwithstanding anything contained in this Section 8(b) to event that the contrary: proposed method of disposition specified by WCAS shall be an underwritten public offering, (i) no person may make a Request that the Company file, nor managing underwriter shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed selected by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; WCAS and (ii) the Company number of shares of Registrable Stock to be included in such an offering may delay be reduced if and to the registration extent that, in the good faith opinion of the securities to which a Request relates if upon receipt managing underwriter of such Request offering, inclusion of all shares would adversely affect the marketing (Aincluding the offering price) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) Registrable Stock to be sold, and, in the case of clause any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (ii)(AA) first, all Registrable Stock proposed to be included by the Investors shall be included (subject to pro rata reduction among the Investors seeking to include Registrable Stock in such offering based on the number of this paragraphsuch shares of Registrable Stock held by such Investors) and (B) second, to the extent provided above, Common Stock proposed to be included by the Company shall, as soon as practical, for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the first to occur request of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; WCAS and (y) in the case of clause (ii)(B) of this paragraph, neither the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless nor WCAS shall have any liability to any Investor with respect to such Request is withdrawnabandonment.

Demand Registration Rights. IfThe Company covenants and agrees -------------------------- with the Representative and any subsequent Holders of the Warrants and/or Warrant Shares that, at any time during the period commencing on the Issue Date and ending five (5) years thereafterone occasion, the Company shall receive within 30 days after receipt of a written request (a “Request”), from Holders who in of a majority interest of the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority Warrants and/or Warrant Shares issued pursuant to this Agreement that such Holders of the total number of shares of Common Stock then included (or which upon Warrants and/or Warrant Shares desire and intend to transfer the Warrants and/or Warrant Shares under such exercise would be included) in circumstances that a public offering, within the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority meaning of the Registrable Securities then outstandingAct, will be involved, the Company shall, as promptly as practicableon that one occasion, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering (and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicableunder the Act) at the Company's expense (including reasonable expenses incurred in connection with Blue Sky qualifications) with respect to the offering and sale or other disposition of the Warrant Shares (the "Offered Warrant Shares"); provided provided, however, that the -------- ------- Company shall have no obligation to comply with the foregoing provisions of this Section 15.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders, from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Warrant Shares in the manner proposed by such person or persons or that a post- effective amendment to an existing registration statement would be legally sufficient for such transfer (in which latter event the Company shall only promptly file such post-effective amendment (and use its best efforts to cause such amendment to become effective under the Act)). Notwithstanding the foregoing, the Company shall not be obligated to file a registration statement with respect to the Offered Warrant Shares on more than one occasion. The Company may defer the preparation and filing of a registration statement for up to 90 days after the request for registration is made if the Board of Directors determines in good faith that such registration or post- effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any period of time in which the Company is in possession of material inside information concerning the Company or its securities, which information the Company determines in good faith is not ripe for disclosure. The Company shall not honor any request to register Registrable Securities on two (2) occasions (at least 12 months apart) Warrant Shares pursuant to this Section 8(b). Within 15.1 received later than five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so years from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any the Company's Registration Statement on Form S-1 (File No. ________) (the "Effective Date"). The Company shall not be required (i) to maintain the effectiveness of the registration statement filed by beyond the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first earlier to occur of 120 days after the abandonment effective date of such contemplated the registration statement or the expiration date on which all of such ninety the Offered Warrant Shares have been sold (90the "Termination Date" or (ii) day period, register to cause any registration statement with respect to the securities Warrant Shares to which become effective prior to the Request relates unless such Request is withdrawn; and (y) in the case Initiation Date. All expenses of clause (ii)(B) of registration pursuant to this paragraph, Section 15.1 shall be borne by the Company may (excluding underwriting discounts and commissions on Warrant Shares not delay sold by the filing of Company). The Company shall be obligated pursuant to this Section 15.1 to include in the registration statement for more than thirty (30) days from Warrant Shares that have not yet been purchased by a Holder of Warrants so long as such Holder of Warrants submits an undertaking to the date Company that such Holder intends to exercise Warrants representing the number of Warrant Shares to be included in such registration statement prior to the consummation of the Request unless public offering with respect to such Request Warrant Shares. In addition, such Holder of Warrants is withdrawnpermitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the public offering with respect to such Warrant Shares.

Demand Registration Rights. If, at (a) At any time during following the period commencing on the Issue Date and ending five (5) years thereafterdate hereof, the Company shall receive holders of Restricted Stock constituting at least twelve and a written request half percent (a “Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own12.5%) a majority of the total number of shares of Common Restricted Stock then included (or which upon such exercise would be included) in outstanding may request the Registrable Securities (the “Majority Holders”), Company to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with under the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein Act all or any portion of any the shares of Restricted Stock held by such other Holder’s Registrable Securitiesrequesting holder or holders for sale in the manner specified in such notice, provided that the Company received a written request to do so from aggregate offering price, as such Holder within thirty (30) days after receipt by him or it amount is determined on the cover page of the Company’s noticeregistration statement, shall not be less than $2,500,000. Notwithstanding anything contained in this Section 8(b) to Such request shall specify the contrary: intended method of disposition thereof by such holder or holders, including whether (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that requested is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; for an underwritten offering and (ii) the registration statement covering such Restricted Stock shall be a “shelf” and provide for the sale by the holder or holders thereof of the Restricted Stock from time to time on a delayed or continuous basis under Rule 415 under the Securities Act. For purposes of this Section 2 and Sections 5, 10(a) and 10(d) hereof, the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which have been issued to or would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time (including assuming the conversion of Series E Preferred Stock into Series D Preferred Stock pursuant to the Series E Certificate of Designation, in all cases without regard to the failure to obtain the Series E Preferred Stock Conversion Approval), provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 2 or Section 3 hereof, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. In the event that any registration pursuant to this Section 2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may delay be reduced (pro rata among the holders of Restricted Stock requesting registration pursuant to Section 2(a) and Section 2(b) based upon the number of shares of Restricted Stock beneficially owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to which a Request relates if upon receipt of such Request (A) be sold by the Company notifies therein; provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person making the Request that it is contemplating filing a Registration Statement within ninety (90) days other than requesting holders of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnRestricted Stock.

Demand Registration Rights. IfSubject to Section 2(c) below, if the Company shall (i) at any time during on or after the period commencing on date hereof be requested by WCAS or (ii) at any time after the Issue 180th day following the IPO Date and ending five (5) years thereafterbe requested by the Legacy Investor Group, in a writing that states the Company shall receive a written request (a “Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Registrable Stock then included to be sold and the intended method of disposition thereof (each such written request, a “Demand Request” and WCAS or which upon such exercise would be included) in the Registrable Securities (Legacy Investor Group, as applicable, the “Majority HoldersDemand Initiating Party”), to register the resale of at least effect a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with registration under the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale Act of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s the Registrable SecuritiesStock then held by WCAS or the Legacy Investor Group, provided that as the case may be, the Company received shall immediately notify in writing (each such notice, a “Demand Registration Notice”) each other Stockholder who at the time holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request to do so for registration of shares of Registrable Stock that is received from such Holder each other Stockholder who at the time holds Registrable Stock and receives the Demand Registration Notice within thirty (30) 20 days after receipt by him or it such other Stockholder of such Demand Registration Notice). In addition, with the written consent of the Company’s noticeDemand Initiating Party, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Demand Initiating Party, shares of Common Stock to be sold by the Company for its own account or for the account of other stockholders other than Stockholders. Notwithstanding anything contained in this Section 8(b) to In the contrary: event that the proposed method of disposition specified by the Demand Initiating Party shall be an underwritten public offering, (i) no person may make the managing underwriter shall be selected by WCAS (or the Legacy Investor Group, only if WCAS is not a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90participant in such offering) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company number of shares of Registrable Stock to be included in such an offering may delay be reduced (following consultation with WCAS and the registration Legacy Investor Group (if the Legacy Investor Group is the Demand Initiating Party)) if and to the extent that, in the good faith opinion of the securities to which a Request relates if upon receipt managing underwriter of such Request offering, inclusion of all shares would adversely affect the marketing (Aincluding the offering price) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) Registrable Stock to be sold, and, in the case of clause any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (ii)(AA) first, all Registrable Stock proposed to be included by the Stockholders shall be included (subject to pro rata reduction among the Stockholders seeking to include Registrable Stock in such offering based on the number of this paragraphsuch shares of Registrable Stock held by such Stockholders), (B) second, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company shall be included and (C) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of other stockholders of the Company shall be included. The Company shall abandon any Demand Registration resulting from a Demand Request from WCAS upon the request of WCAS and neither the Company, the Legacy Investor Group nor WCAS shall have any liability to any Stockholder with respect to such abandonment. The Company shall, as soon as practical, shall abandon any Demand Registration resulting from a Demand Request from the Legacy Investor Group upon the first to occur request of the abandonment Legacy Investor Group and none of the Company, WCAS nor the Legacy Investor Group shall have any liability to any Stockholder with respect to such contemplated registration statement or abandonment. The Legacy Investor Group shall have the expiration right to request only two (2) Demand Registrations. WCAS shall have the right to request an unlimited number of such ninety Demand Registrations. Notwithstanding anything else to the contrary contained herein the Company shall not be required to effect a Demand Registration hereunder unless the reasonably anticipated aggregate net proceeds thereof (90determined at the time of the giving of the Demand Request) day periodexceed (x) $50,000,000, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause a registration on Form S-l or any successor thereto or (ii)(By) $25,000,000, in the case of this paragraph, the Company may not delay the filing of the a registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnon Form S-3 or any successor thereto.

Demand Registration Rights. If, at At any time during after the period commencing on the Issue Date date of this Agreement, Stockholder may request in writing that after May 15, 2001 and ending five (5) years thereafterbefore September 30, the Company shall receive a written request (a “Request”)2000, from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) XXX xxle a registration statement sufficient to permit under the public offering and sale Securities Act covering the registration of all of the shares of Registrable Securities through the facilities Common then held by such Stockholder (a "Demand Registration"). After receipt of all appropriate securities exchanges and the over-the-counter marketsuch request, and will IPG shall use its best efforts through its officersto effect as soon as practicable the registration under the Securities Act in accordance with Section 4 hereof (including without limitation, directors, auditors, and counsel the execution of an undertaking to cause file post-effective amendments) of all shares of Registrable Common which the Stockholder requests be registered within 30 days after the mailing of such registration statement to become effective as promptly as practicablenotice; provided however, that the Company (i) IPG shall only not be obligated to register Registrable effect a Demand Registration if it is not eligible to use Form S-3 or comparable Form F-3 for a foreign private issuer under the Securities on two Act, and (2ii) occasions (at least 12 months apart) IPG shall be obligated to effect only one Demand Registration pursuant to this Section 8(b)3. Within five (5) business days after receiving In connection with a RequestDemand Registration, the Company Stockholder, in its sole discretion, shall give written notice determine whether (a) to all proceed with, withdraw from or terminate such offering, (b) to select, subject to the other Holdersapproval of IPG (which approval shall not be unreasonably withheld), advising each a managing underwriter or underwriters to administer such offering, (c) to enter into an underwriting agreement for such offering and (d) to take such actions as may be necessary to close the sale of them Registrable Common contemplated by such offering, including, without limitation, waiving any condition to closing such sale that may not have been fulfilled. In the Company is proceeding with event the Stockholder exercises its discretion under this paragraph to terminate a proposed Demand Registration, the terminated Demand Registration shall not constitute the Demand Registration under this Section 3, if the determination to terminate such registration and offering to include therein all or any portion Demand Registration (i) follows the exercise by IPG of any such other Holder’s Registrable Securitiesof its rights provided by the last two paragraphs of this Section 3 or (ii) results from a material adverse change in the condition (financial or other), provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him results of operations or it business of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to fileforegoing, a registration statement on any date that will not count as the Demand Registration under this Section 3 until such registration has become effective and unless the Stockholder is within ninety (90) days able to register and sell at least 75% of the effective date shares of any registration statement filed Registrable Common requested by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested it to be included therein; and (ii) in such registration. Notwithstanding the Company may delay preceding paragraph, if IPG shall furnish to the registration Stockholder a certificate signed by the President of IPG stating that, in the securities to which a Request relates if upon receipt good faith judgment of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of IPG, it would be detrimental to IPG and its stockholders if such registration statement were to be filed and it is therefore beneficial to defer the Company filing of such registration statement, IPG shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Stockholder. IPG shall promptly give notice to the holders of Registrable Common at the end of any delay period under this paragraph. Notwithstanding the preceding two paragraphs, if at the time of any request by the Stockholder for a Demand Registration, the Board of Directors of IPG has determined that at a material event has occurred that has not been publicly disclosed and meeting duly held, approved the filing within 90 days after Stockholder's request of a registration statement in connection with the sale of any of its securities in a public offering under the Securities Act (other than an Exempt Offering), no Demand Registration shall be initiated under this Section 3 until 90 days after the effective date of such registration unless IPG is no longer proceeding diligently to effect such registration, in which if disclosed would have a material adverse effect on case the Companyrequest for Demand Registration shall be promptly fulfilled; provided that (x) IPG shall provide the Stockholder the right to participate in the case of clause (ii)(A) of this paragraphsuch public offering pursuant to, the Company shalland subject to, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnSection 2 hereof.

Demand Registration Rights. If, at If on any time during the period commencing on the Issue Date and ending five (5) years thereafter, the Company shall receive a written request (a “Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 which occasions shall in no event be less than six months apartapart from each other) after the earlier of (i) two (2) years after the date of this Agreement or (ii) three (3) months after the closing of the Company's first public offering pursuant to this Section 8(b). Within five (5) business days after receiving a Requestregistration statement under the Securities Act, Investors holding a majority in interest of the Registrable Shares then held by all of the Investors shall notify the Company shall give written notice in writing that it or they intend to all the other Holders, advising each of them that the Company is proceeding with such registration and offering offer or cause to include therein be offered for public sale all or any portion of any such other Holder’s its or their Registrable SecuritiesShares, provided that the Company received a written request to do so will notify all of the Investors and the Continuing Stockholders (including for purposes of this Section 5.2 all Permitted Transferees) of its receipt of such notification from such Holder Investors. If within thirty (30) days after their receipt of such notice, any Investor or Continuing Stockholder requests the inclusion of some or all of the Registrable Shares owned by him such Investor or it Continuing Stockholder in such registration, the Company will use its best efforts to cause such Registrable Shares so requested (including the Registrable Shares held by the Investor(s) or Continuing Stockholder(s) giving the initial notice of intent to register hereunder) to be registered under the Securities Act in accordance with the terms of this Section 5.2; PROVIDED, HOWEVER, that unless such registration becomes effective, the Investors shall be entitled to require an additional registration pursuant to this Section 5.2; and, PROVIDED FURTHER that if such registration is underwritten and the underwriter determines that a limitation on the number of shares to be underwritten is required, the first shares to be excluded from such registration shall be any shares registered for the benefit of the Company’s notice. Notwithstanding anything contained in this Section 8(b) , and thereafter any shares which the Investors and the Continuing Stockholders have requested to be registered shall be limited, to the contrary: (i) no person may make a Request that extent necessary, based upon the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days respective holdings of Registrable Shares of the effective date Investors and Continuing Stockholders proposing to sell. All expenses of such registrations and offerings (including the reasonable fees and expenses of one independent counsel for the Investors as a group, and the Continuing Stockholders as a group, selected in the manner contemplated by Section 5.1) shall be borne by the Company. The Company may postpone the filing of any registration statement filed by required hereunder for a reasonable period of time, not to exceed 90 days during any twelve-month period, if the Company determines in good faith that such filing would require the disclosure of a material transaction or other matter and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of determines reasonably and in good faith that such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed disclosure would have a material adverse effect on the Company; provided that (x) Company or otherwise would not be in the case best interest of clause the Company. The Company shall not be required to cause a registration statement requested pursuant to this Section 5.2 to become effective prior to 90 days following the effective date of a Registration Statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors to the effect that the Company is commencing to prepare a Company-initiated Registration Statement (ii)(A) other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable); provided, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 5.2 has been made prior to the expiration of such 90-day period. If so requested by any Investor or Continuing Stockholder in connection with a registration under this paragraph, the Company shallshall take such steps as are required to register the Investors' and the Continuing Stockholders' Registrable Shares for sale on a delayed or continuous basis under Rule 415, and also take such steps as soon as practical, upon the first are required to occur keep any registration effective until all of the abandonment of such contemplated registration statement or Investors' and the expiration of such ninety (90) day period, register Continuing Stockholders' Registrable Shares registered thereunder are sold. Notwithstanding the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraphforegoing, the Company may not delay the filing of the shall have no obligation to keep any registration statement for pursuant to this Section 5.2 effective more than thirty (30) 120 days from after the initial date of the Request unless effectiveness of such Request is withdrawnregistration.

Demand Registration Rights. If(a) If the Company shall receive, at any time during after the period commencing on expiration of that certain Agreement, dated as of May __, 1997, between GECC and the Issue Date and ending five Representatives (5as defined therein) years thereafter(the "Lock-up Agreement"), the Company shall receive (i) a written request (from the Series C Stockholder that the Company file a “Request”), from Holders who in registration statement under the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of Act covering the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale registration of at least a majority 5% of the Registrable Securities then outstandingoutstanding (or any lesser percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $4,000,000) and (ii) a list of the jurisdictions in which the Series C Stockholder intends to attempt to qualify such securities under applicable state securities laws, the Company shall, shall promptly give written notice of such request to all Management Stockholders and shall as promptly soon as practicable, prepare and practicable file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient and use its best efforts (subject to permit the public offering and sale limitations of this SECTION 4) to effect the registration under the Securities Act of the proposed Transfer of all such Registrable Securities which the Series C Stockholder requests to be registered, together with all of the Registrable Securities through of any Management Stockholders who so request by notice to the facilities Company which is given within 30 days after the notice from the Company described above. Notwithstanding the foregoing, if the Company shall furnish to the Series C Stockholder a certificate signed by the Chief Executive Officer of all appropriate securities exchanges and the over-the-counter marketCompany stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company for a registration statement to be filed in the near future, and will then the Company's obligation to use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, file a registration statement on any date that is within ninety shall be deferred for a period not to exceed 90 days (90) days or, at the option of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including Series C Stockholder, withdrawn without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which constituting a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawndemand).

Demand Registration Rights. If, at At any time on or after the date hereof, but not more than twice, the Purchaser, provided the registration rights hereunder with respect to the Purchaser's Shares (which, for purposes of this Section 7.6, means (A) the Shares, (B) any shares of Common Stock acquired or permitted to be acquired pursuant to this Agreement and (C) any shares of Common Stock issued as (or issuable upon the conversion of any warrant, right or other security which is issued as) a dividend or other distribution with respect to or in replacement of the Common Stock described in clauses (A) and (B) above) have not lapsed as set forth in Section 7.6(i) hereof, may demand in writing that the Company effect a registration under the Securities Act of all or any portion (but not less than Shares with an aggregate fair market value of $1,000,000), of the Shares for the purpose of sale in the manner specified in such demand. Such demand shall also specify the number of Shares that the Purchaser wishes to have so registered. The Company shall, within 10 days of receipt of such demand, give written notice of such demand to all other holders of the Company's securities with contractual rights to have such securities registered under the Securities Act. Any such holder may, within 30 days of its receipt of such notice from the Company, give a written notice (the "Inclusion Notice") to the Company specifying the number of the Company's securities which such holder wishes to include in such registration. The Company shall prepare and file a registration statement on any available form of registration statement, for the public sale of the Shares and any other securities that are identified in and in accordance with the demand and all Inclusion Notices (such Shares and any other securities to be included in the registration are referred to collectively as the "Registrable Securities") as soon as practicable; provided, however, that if the Company shall furnish to the holders of Registrable Securities (including the Purchaser, the "Participating Holders") a certificate signed by the Chairman or President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for a registration statement to be filed, then the Company's obligation to file a registration statement shall be deferred for a reasonable period not to exceed 180 days from the date of such request. Upon written notice from the Company to the Participating Holders delivered within 30 days of a demand to register Registrable Securities under this Section 7.6(a), the Purchaser's right to demand registration pursuant to this Section 7.6(a) shall be suspended during the period commencing on 90 days before the Issue Date date estimated in writing by the Company to be the date of filing of a registration statement, and ending five six months following the effective date (5or withdrawal date) years thereafterof a registration statement, for an underwritten public offering of the Common Stock. All Participating Holders (including the Purchaser) proposing to distribute securities through such registration shall enter into an underwriting agreement with the managing or lead managing underwriter in the form customarily used by such underwriter with such changes thereto as the parties thereto shall agree. If any Participating Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing or lead managing underwriter. Any Registrable Securities so withdrawn from such underwriting shall be withdrawn from such registration. Whenever a registration is demanded pursuant to this Section 7.6(a), unless a managing or lead managing underwriter objects thereto, the Company may include in such registration securities for offering by the Company and any other holder of securities, it being understood, however, that the Company's and such other holder's right of inclusion in such registration shall receive a written request (a “Request”)be subordinate to, from Holders who in and not pari passu with, the aggregate own (or upon exercise rights of all Registrable Securities then outstanding or issuable would own) a majority of the Participating Holders. If the managing underwriter thereof determines that the total number of shares of the Common Stock then included to be sold in such offering shall be limited due to market conditions or otherwise, the reduction in the total number of shares offered shall be made by first excluding any shares of selling stockholders who are not holders of contractual rights to have such shares registered under the Securities Act, then, if necessary, by reducing the total number of shares to be sold by the Company, and then, if necessary, by excluding pro rata (or which upon such exercise would be includedbased on the number of Registrable Securities held) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed sold by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnParticipating Holders.

Demand Registration Rights. If, at (i) At any time during after the period commencing on the Issue Date one-hundred eighty-first (181st) day after consummation of a Qualified Public Offering of Holdings common stock and ending five (5) years thereafter, the Company shall receive after receipt of a written request from the Executive, or from Executive Holders holding at least half (a “Request”measured by value) of the Executive Stock held by Executive Holders (including, without limitation, Option Shares obtainable on exercise of vested Options), from Holders who requesting that Holdings register Executive Stock under the 1933 Act on Form S-8 or Form S-3, as applicable, and specifying, in the aggregate own case of registration on a Form S-3, the intended method or methods of dispositions thereof, Holdings shall promptly notify each Executive Holder not a party to the original request, if any, in writing of the receipt of such request. Any Executive Holder may elect (by written notice sent to Holdings within 10 Business Days from the date of receipt of the aforementioned notice from Holdings) to have Executive Stock then held by such Executive Holder, or upon then obtainable by such Executive Holder on exercise of all Registrable Securities then outstanding or issuable would own) a majority vested Options, included in such registration subject to the limitations set forth below in this Section 10(b)(i). Notwithstanding any other provision of this Section 10(b), the Holdings Board shall determine, at the time of any such request for registration, the aggregate amount of Holdings common stock that it is commercially reasonable for Holdings to be required to so register, provided, -------- however, that in no event shall such amount be less than 2% of the total number outstanding ------- common stock of shares of Common Stock then included Holdings (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”measured by value), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company . Holdings shall, as promptly expeditiously as practicablepossible, prepare and file with use commercially reasonable efforts to effect the Securities and Exchange Commission registration under the 1933 Act of all Holdings common stock that Holdings has been so requested to register (“SEC”subject to the limitation in the foregoing sentence) a registration statement sufficient (the "Registrable Shares"), all to the extent required to permit the public offering and sale disposition (in ------------------ accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities through the facilities Holdings common stock so registered; provided, however, that (A) Holdings shall -------- ------- not be required to effect more than one registration of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) Executive Stock pursuant to this Section 8(b). Within five 10(b) and (5B) business days after receiving Holdings may defer, for a Requestsingle period not to exceed 180 days, the Company shall give written notice to all filing or the other Holders, advising each effectiveness of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days if, in the reasonable good-faith judgment of the effective date of any Holdings Board, such registration statement filed by the Company and pursuant might reasonably be expected to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material an adverse effect on the Company; provided that (x) any proposed plan by Holdings or any of its Affiliates to engage in any underwritten public offering of securities, acquisition of assets, merger, consolidation, tender offer or other material transaction that, in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur reasonable good-faith judgment of the abandonment of Holdings Board, would be required to be disclosed in such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnstatement.

Demand Registration Rights. If, at At any time during after the period commencing on the Issue Date date of this Agreement, Stockholder may request in writing that after May 15, 2001 and ending five (5) years thereafterbefore September 30, the Company shall receive a written request (a “Request”)2001, from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and IPG file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit under the public offering and sale Securities Act coverinx xxx xxxistration of all of the shares of Registrable Securities through the facilities Common then held by such Stockholder (a "Demand Registration"). After receipt of all appropriate securities exchanges and the over-the-counter marketsuch request, and will IPG shall use its best efforts through its officersto effect as soon as practicable the registration under the Securities Act in accordance with SECTION 4 hereof (including without limitation, directors, auditors, and counsel the execution of an undertaking to cause file post-effective amendments) of all shares of Registrable Common which the Stockholder requests be registered within 30 days after the mailing of such registration statement to become effective as promptly as practicablenotice; provided however, that the Company (i) IPG shall only not be obligated to register Registrable effect a Demand Registration if it is not eligible to use Form S-3 or comparable Form F-3 for a foreign private issuer under the Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a RequestAct, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) IPG shall be obligated to effect only one Demand Registration pursuant to this SECTION 3. In connection with a Demand Registration, the Company Stockholder, in its sole discretion, shall determine whether (a) to proceed with, withdraw from or terminate such offering, (b) to select, subject to the approval of IPG (which approval shall not be unreasonably withheld), a managing underwriter or underwriters to administer such offering, (c) to enter into an underwriting agreement for such offering and (d) to take such actions as may delay be necessary to close the registration sale of Registrable Common contemplated by such offering, including, without limitation, waiving any condition to closing such sale that may not have been fulfilled. In the event the Stockholder exercises its discretion under this paragraph to terminate a proposed Demand Registration, the terminated Demand Registration shall not constitute the Demand Registration under this SECTION 3, if the determination to terminate such Demand Registration (i) follows the exercise by IPG of any of its rights provided by the last two paragraphs of this SECTION 3 or (ii) results from a material adverse change in the condition (financial or other), results of operations or business of the securities Company. Notwithstanding the foregoing, a registration will not count as the Demand Registration under this SECTION 3 until such registration has become effective and unless the Stockholder is able to which register and sell at least 75% of the shares of Registrable Common requested by it to be included in such registration. Notwithstanding the preceding paragraph, if IPG shall furnish to the Stockholder a Request relates if upon receipt certificate signed by the President of such Request (A) IPG stating that, in the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days good faith judgment of such request, or (B) the Company notifies the person making the request that the Board of Directors of IPG, it would be detrimental to IPG and its stockholders if such registration statement were to be filed and it is therefore beneficial to defer the Company filing of such registration statement, IPG shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Stockholder. IPG shall promptly give notice to the holders of Registrable Common at the end of any delay period under this paragraph. Notwithstanding the preceding two paragraphs, if at the time of any request by the Stockholder for a Demand Registration, the Board of Directors of IPG has determined that at a material event has occurred that has not been publicly disclosed and meeting duly held, approved the filing within 90 days after Stockholder's request of a registration statement in connection with the sale of any of its securities in a public offering under the Securities Act (other than an Exempt Offering), no Demand Registration shall be initiated under this SECTION 3 until 90 days after the effective date of such registration unless IPG is no longer proceeding diligently to effect such registration, in which if disclosed would have a material adverse effect on case the Companyrequest for Demand Registration shall be promptly fulfilled; provided that (x) IPG shall provide the Stockholder the right to participate in the case of clause (ii)(A) of this paragraphsuch public offering pursuant to, the Company shalland subject to, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnSECTION 2 hereof.

Demand Registration Rights. If, at (a) At any time during after 180 days after the period commencing on date of the Issue Date and ending five (5) years thereafterfinal prospectus relating to the IPO, the Company shall receive a written request (a “Request”), from Holders who in the aggregate own (or upon exercise of all any Management Stockholder beneficially owning Registrable Securities then outstanding may request (the Management Stockholders making such request being referred to herein as the "Requesting Holders") in writing that the Company file a registration statement under the Securities Act covering the registration of all or issuable would own) a majority part of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstandingbeneficially owned by such Requesting Holders (a "Demand Registration"); provided, however, that for such request to be effective, it must request the Company shall, registration of Registrable Securities having an aggregate Fair Market Value of $10 million calculated as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through date the facilities of all appropriate securities exchanges request for Demand Registration is made; and the over-the-counter marketprovided, and will use its best efforts through its officersfurther, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only not be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) effect more than six Demand Registrations pursuant to this Section 8(b)3, two of which may be exercised by each of the Management Stockholders. Within five (5) business ten days after receiving a Requestof the receipt of such request, the Company shall give written notice of such request to all other Holders and shall use its best efforts to effect as soon as practicable the other Holdersregistration under the Securities Act in accordance with Section 5 hereof (including, advising each without limitation, the execution of them an undertaking to file post-effective amendments) of all shares of Registrable Securities which the Holders request be registered within 30 days after the mailing of such notice. If the managing underwriter or underwriters of such offering advises the Company that the Company total amount of securities which the Holders intend to include in such offering is proceeding with sufficiently large to materially and adversely affect the success of such offering, then the amount of Registrable Securities to be offered shall be reduced and allocated among such Holders (other than the Requesting Holder) on a pro rata basis based upon the number of shares of Common Stock that each such Holder has requested to be included in such registration and statement to the extent necessary, in the opinion of such lead managing underwriter, to reduce the total amount of securities to be included in such offering to include therein all the amount recommended by such managing underwriter. In connection with a Demand Registration, the Requesting Holder in his sole discretion, shall determine whether (a) to proceed with, withdraw from or any portion of any terminate such other Holder’s Registrable Securitiesoffering, provided that (b) to select, subject to the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it approval of the Company’s notice, a managing underwriter or underwriters in connection with such offering, (c) to enter into an underwriting agreement for such offering, and (d) to take such actions as may be necessary to close the sale of Registrable Securities contemplated by such offering, including, without limitation, waiving any conditions to closing such sale that may not have been fulfilled. Notwithstanding anything contained in In the event such Requesting Holder exercises its discretion under this Section 8(b3(a) to terminate a proposed Demand Registration, the contrary: terminated Demand Registration shall not constitute a Demand Registration under this Section 3 if the determination to terminate such Demand Registration (i) no person may make a Request that follows the exercise by the Company fileof any of its rights provided by Section 3(b) or (c), nor shall (ii) results from a material adverse change in the condition (financial or other), results of operations or business of the Company be obligated or (iii) occurs prior to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of statement. Notwithstanding the securities to which foregoing, a Request relates if upon receipt of such Request (A) registration will not count as the Company notifies the person making the Request that it is contemplating filing a Demand Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawn.under this

Demand Registration Rights. If, at any time during the period commencing on the Issue Date and ending five (5a) years thereafter, Any Member or group of Members may request that the Company shall receive effect a written request (a “Request”), from Holders who in the aggregate own (registration of some or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstandingheld by such Member(s) (provided that such Registrable Securities represent a Governance Percentage Interest of at least 2% and have an estimated fair market value of at least $50,000,000) on Form S-1 (or any successor form thereto) under the Securities Act in connection with a public offering of such Registrable Securities, as follows: (i) following the completion of an IPO, on up to five separate occasions, upon the written request of Members with an aggregate Governance Percentage Interest of not less than 9% or (ii) on or after the fifth anniversary of the Emergence Date, upon the written request of Members with an aggregate Governance Percentage Interest of not less than 40%. Each request pursuant to this Section 1.1(a) shall be made in writing, and shall include the identity of the Requesting Member(s) and the approximate number of Registrable Securities proposed to be included in the relevant registration. The right of each Requesting Member to have Registrable Securities included in an offering pursuant to this Section 1.1(a) shall be conditioned (if an underwritten offering) upon each Requesting Member entering into (together with the Company) an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the majority vote of the selling Members, with the consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) (the “Company Underwriter”). Subject to Section 1.3, the Company shall, at its own expense and as promptly soon as practicablereasonably practicable after such written request, prepare but in any event within (x) 45 days for a registration requested pursuant to clause (i) above and (y) 90 days for a registration requested pursuant to clause (ii) above, as applicable, after the date such request is given by the Requesting Members, (A) file with the Securities and Exchange Commission (“SEC”or confidentially submit) a registration statement sufficient Registration Statement on Form S-1 (or any successor form thereto) for all Registrable Securities that the Company has been requested to permit the public register and (B) include in such offering and sale of the Registrable Securities through of the facilities other Members (other than the Requesting Members) who have requested in writing to participate in such underwritten offering pursuant to Section 1.2. The Company shall not be required to effect more than two registrations requested pursuant to clause (i) of all appropriate securities exchanges and the overfirst sentence of this Section 1.1(a) in any twelve-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel month period). A registration shall not count against any of the limitations on the number of registrations pursuant to cause such this paragraph until the applicable registration statement to has become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) effective. The Requesting Members making a request for a registration pursuant to this Section 8(b). Within five (51.1(a) business days after receiving a Requestat any time prior to the effective date of the applicable registration statement may request that the registration statement be withdrawn, and the Company shall give written notice to all will withdraw the other Holders, advising each of them that the Company is proceeding with such applicable registration and offering to include therein all or any portion of any such other Holder’s Registrable Securitiesstatement, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company fileRequesting Members shall pay all fees, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed by the Company expenses and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors other costs of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) incurred in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of connection with such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawn.request.‌

Demand Registration Rights. If, at At any time there has not been an offering of any Common Shares registered under the Securities Act of 1933, as amended (the "1933 Act"), during the period commencing on the Issue Date and ending five (5) years thereafterimmediately preceding 90 days, the Company shall receive a upon written request (a “Request”)by EDS, from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, VLT will prepare and file with the Securities and Exchange Commission (“SEC”the "Commission") as promptly as reasonably practicable (and in any event within 45 days after receiving such request) a registration statement sufficient to permit under the public offering and sale 1933 Act covering the Common Shares owned or hereafter acquired by EDS (by conversion of the Registrable Securities through Preferred Shares or otherwise)(all such Common Shares being referred to as the facilities of all appropriate securities exchanges and the over-the-counter market"Subject Securities") included in such request, and will VLT shall use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly expeditiously as practicable; provided provided, however, that the Company VLT shall only not be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) file more than one registration statement pursuant to this Section 8(b1 during any six month period. Any request by EDS pursuant to this Section 1 may cover Subject Securities which are owned by EDS, any of its affiliates, or any transferee of Subject Securities derived ultimately from EDS or its affiliates who received Subject Securities in a transaction or series of transactions, all of which were effected without registration under the 1933 Act (any such affiliate or transferee being referred to as a "Covered Transferee"). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written Such request to do so from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contraryshall: (i) no person express EDS' or other person's present intent to offer Subject Securities for distribution; (ii) describe in reasonable detail the nature or method of the proposed offer and sale thereof; (iii) specify the type and amount of Subject Securities intended to be offered and sold; and (iv) contain an undertaking to furnish all such information and materials and take all such action as may make a Request that be required in order to permit VLT to comply with all applicable requirements of the Company file, nor shall the Company be obligated Commission and to file, a registration statement on any date that is within ninety (90) days obtain acceleration of the effective date of the registration statement. EDS shall be entitled to two requests for registration pursuant to this Section 1(a). VLT's obligations under this section shall be subject to any contractual right, in existence as of the date hereof, of other stockholders not party to this Agreement to have their Common Shares included in a registration statement filed prepared by VLT. VLT represents and warrants that such contractual rights consist only of those rights held by the Company group of investors headed by Willxxx Xxxxx xxx those lenders that are a party to that certain Credit Agreement of even date herewith among VLT, First Bank and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnbank parties thereto.

Demand Registration Rights. IfUpon the written request (the "Request") of such Stockholder having such rights that the Company register under the Securities Act any or all shares of Stock or Equity Securities then held by such Stockholder, the Company will include such shares in a registration statement on Form S-1, Form S-2 or Form S-3 (or any equivalent form), and use its best efforts to register such shares, under the Securities Act (a "Demand Registration Right"). A majority in interest of the Purchasers shall have two Demand Registration Rights with respect to the registration of shares of Form S-1 and twenty percent in interest of the Purchasers shall have two Demand Registration Rights with respect to the registration of shares on Form S-3 at any time during the period commencing on the Issue Date and ending five (5) years thereafter, after the Company shall receive a written request (a “Request”)becomes eligible to use Form S-3. A Demand Registration Right may not be exercised unless the managing underwriter or underwriters, from Holders who in if any, or the Purchasers exercising such Demand Registration Rights, if the offering is not underwritten, advise the Company that the anticipated aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority offering price of the total number of shares of Common Stock then included (or which upon to be sold by the Purchasers exercising such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of Demand Registration Rights is at least a majority $10,000,000. The Company will promptly give written notice of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare such requested registration to all other Stockholders and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and thereupon will use its best efforts through its officers, directors, auditors, and counsel to cause such effect the registration statement to become effective as promptly as practicable; provided that under the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each Act of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the shares of Stock or Equity Securities, which the Company filehas been so requested to register, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights for disposition in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included thereinintended method of disposition stated in such request; and (ii) all other Common Stock, the Company may delay holders of which shall have, within 20 days after the registration of the securities to which a Request relates if upon receipt of such Request written notice from the Company, made written request (Awhich notice shall specify the intended method of disposition thereof) to the Company notifies for registration thereof, all to the person making extent required to permit the Request disposition (in accordance with the intended method thereof as aforesaid) by all such holders of securities so to be registered; provided, however, that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies shall not be obligated to effect any such registration pursuant to this Section 4.02 at any time prior to the person making date six months following the request that the Board of Directors consummation of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on Company's initial public offering. Notwithstanding the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraphforegoing, the Company may not delay defer the filing effective date of the registration statement such Demand Registration Right for more than thirty (30) a period of up to 180 days from the date of its receipt of exercise of the Request unless Demand Registration Right or such Request shorter period provided below, if (i) at the time of the exercise of the Demand Registration Right, the Company is withdrawn.engaged in a material transaction or has an undisclosed material corporate development, which in either case, would be required to be disclosed under the federal securities laws in the registration statement, and (ii) the Company's Board of Directors has made a good faith determination that making such disclosure at such time would materially adversely affect

Demand Registration Rights. If, 2.1 Subject to the provisions of Section 2.1 hereof and at any time during from and after the period commencing on the Issue Date and ending five (5) years thereafterBERMASE Closing Date, the Company shall receive if any Holder or Holders makes a written request to the Company for registration under and in accordance with the provisions of the Securities Act of Registrable Securities held by such Holder (a “RequestDemand Registration”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give prompt written notice thereof to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any Holders whereupon such other Holder’s Registrable Securities, provided that the Company received a Holders shall give written request to do so from such Holder notice thereto within thirty twenty (3020) days after receipt by him or it the date of the Company’s notice. Notwithstanding anything contained in this Section 8(bnotice (“Notice Period”) to the contrary: Company if they propose to dispose of Registrable Securities pursuant to such registration, stating the number of shares of Registrable Securities proposed to be disposed by such Holder. The Company will effect as promptly as reasonable practicable after the Notice Period the registration under the Securities Act of all Registrable Securities specified in the request of the initiating Holder and other Holders. Unless the Holders making the demand shall agree in writing, no other party, including the Company shall be permitted to offer securities under any such Demand Registration. Notwithstanding the foregoing, if the Company shall furnish to the Holders making the demand a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed material acquisition or disposition by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included thereinis being actively negotiated; and (ii) the Company may delay has not yet completed the registration of audit with respect to any audited financial statements required to be included in the securities to which a Request relates if upon receipt of such Request Demand Registration or (Aiii) the Company notifies requested Demand Registration would result in the person making public disclosure of material non-public information, which disclosure in the Request that it is contemplating filing good faith judgment of a Registration Statement within ninety (90) days majority of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed after consultation with counsel to the Company would have a material adverse effect on the Company; provided that (x) , then, in the case of clause (ii)(A) of this paragraphsuch case, the Company shall, as soon as practical, upon shall have the first right to occur defer such filing for a period of the abandonment of such contemplated registration statement or the expiration of such not more than ninety (90) day perioddays after receipt of the request of the Holders requesting such registration; provided, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraphhowever, that the Company may not delay the filing of the registration statement for utilize this right more than thirty once in any twenty-four (3024) days from the date of the Request unless such Request is withdrawnmonth period.

Demand Registration Rights. IfThe Company covenants and agrees with Cruttenden and any subsequent Holders of the Warrants and/or Warrant Shares that, at any time during the period commencing on the Issue Date and ending five (5) years thereafterone occasion, the Company shall receive within 60 days after receipt of a written request (a “Request”), from Holders who of more than 50% in interest of the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority Warrants and/or Warrant Shares issued pursuant to this Agreement that such Holders of the total Warrants and/or Warrant Shares desire and intend to transfer more than 50% in interest of the aggregate number of shares of Common Stock then included (or which upon the Warrants and/or Warrant Shares under such exercise would be included) in circumstances that a public offering, within the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority meaning of the Registrable Securities then outstandingAct, will be involved, the Company shall, as promptly as practicableon that one occasion, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering (and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicableunder the Act at the Holder's expense) with respect to the offering and sale or other disposition of the Warrant Shares (the "Offered Warrant Shares"); provided provided, however, that the Company shall only have no obligation to comply with the foregoing provisions of this Section 15.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders, from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Warrant Shares in the manner proposed by such person or persons or that a post-effective amendment to an existing registration statement would be legally sufficient for such transfer (in which latter event the Company shall promptly file such post-effective amendment (and use its best efforts to cause such amendment to become effective under the Act)). Notwithstanding the foregoing, the Company shall not be obligated to file a registration statement with respect to the Offered Warrant Shares on more than one occasion. The Company may defer the preparation and filing of a registration statement for up to 90 days after the request for registration is made if the Board of Directors determines in good faith that such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any period of time in which the Company is in possession of material inside information concerning the Company or its securities, which information the Company determines in good faith is not ripe for disclosure. The Company shall not honor any request to register Registrable Securities on two (2) occasions (at least 12 months apart) Warrant Shares pursuant to this Section 8(b). Within 15.1 received later than five (5) business years from the effective date of the Company's Registration Statement on Form F-1 (File No. 333-66103) (the "Effective Date"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 90 days after receiving the effective date of the registration statement or the date on which all of the Offered Warrant Shares have been sold (the "Termination Date"); provided, however, that if at the Termination Date the Offered Warrant Shares are covered by a Requestregistration statement which also covers other securities and which is required to remain in effect beyond the Termination Date, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with maintain in effect such registration and offering statement as it relates to include therein all Offered Warrant Shares for so long as such registration statement (or any portion of substitute registration statement) remains or is required to remain in effect for any such other Holder’s Registrable Securitiessecurities, provided that the Company received a written request to do so from such Holder within thirty or (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(bii) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of cause any registration statement filed with respect to the Warrant Shares to become effective prior to the Initiation Date. All Company expenses of registration pursuant to this Section 15.1 shall be borne by the Holders. The Company and shall be obligated pursuant to which such person was given full “piggyback” registration rights in accordance with this Section 8(c) hereof including without limitation the ability 15.1 to include all Registrable Securities requested in the registration statement Warrant Shares that have not yet been purchased by a Holder of Warrants so long as such Holder of Warrants submits an undertaking to the Company that such Holder intends to exercise Warrants representing the number of Warrant Shares to be included therein; and (ii) in such registration statement prior to the consummation of the public offering with respect to such Warrant Shares. In addition, such Holder of Warrants is permitted to pay the Company may delay the registration Warrant Price for such Warrant Shares upon the consummation of the securities public offering with respect to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnWarrant Shares.

Demand Registration Rights. If(a) After receipt of a written request from a Holder requesting that the Company effect a registration (a “Demand Registration”) under the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof, at the Company shall, (i) as expeditiously as is possible, but in any time event no later than 30 days (excluding any days which occur during a permitted Blackout Period) after receipt of a written request for a Demand Registration, file with the period commencing on SEC a registration statement (a “Demand Registration Statement”) relating to all shares of Registrable Securities which the Issue Date Company has been so requested to register by such Holders (“Participating Demand Holders”) for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered and ending five (5ii) years thereafteruse its reasonable best efforts to cause such Demand Registration Statement to be declared effective within 60 days after the date of filing of the Demand Registration Statement; provided, however, that in the case the Company is not permitted to use Form S-3 to register such Registrable Securities of the Participating Demand Holders, the Company shall receive a written request (a “Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), entitled to register the resale of at least a majority of the Registrable Securities then outstandingon another form, the Company shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) including a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges on Form S-1, and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel Company shall have 90 days to cause such registration statement Demand Registration Statement to become be declared effective as promptly as practicableafter the date of filing such Demand Registration Statement; provided provided, further, however, that the Company shall only not be obligated required to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving file a Request, Demand Registration Statement unless the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it aggregate number of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and registered (i) constitute at least 25% of the Registrable Securities or (ii) the Company may delay the registration of the securities to include all Registrable Securities which a Request relates if upon receipt of remain outstanding at such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawntime.

Demand Registration Rights. If, at At any time during the period commencing beginning on the Issue Date second anniversary of the date of this Agreement and ending five (5) years thereafteron December 31, the Company shall receive a written 2007, DH may request (a “Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and writing that TNDE file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit under the public offering and sale Securities Act covering the registration of all or a part of the shares of Registrable Common then held by DH (a "Demand Registration"). TNDE shall use its commercially reasonable best efforts to effect as soon as practicable the registration under the Securities through Act in accordance with Section 4 hereof (including without limitation, the facilities execution of an undertaking to file post-effective amendments) of all appropriate securities exchanges and shares of Registrable Common which DH requests be registered within 30 days after the over-the-counter marketmailing of such notice; provided, and will use its best efforts through its officershowever, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company TNDE shall only be obligated to register Registrable Securities on effect only two (2) occasions (at least 12 months apart) Demand Registrations pursuant to this Section 8(b)3. Within five In connection with a Demand Registration, DH, in its sole discretion, shall determine whether (5a) business days after receiving to proceed with, withdraw from or terminate such offering and (b) to take such actions as may be necessary to close the sale of Registrable Common contemplated by such offering, including, without limitation, waiving any conditions to closing such sale that may not have been fulfilled. In the event DH exercises its discretion under this paragraph to terminate a Requestproposed Demand Registration, the Company terminated Demand Registration shall give written notice not constitute a Demand Registration under this Section 3 only if the determination to all terminate such Demand Registration (i) follows the other Holdersexercise by TNDE of any of its rights provided by the last two paragraphs of this Section 3 or (ii) results from a material adverse change in the condition (financial or other), advising each results of them operations or business of TNDE and its subsidiaries taken as a whole. TNDE expressly reserves the right to select, subject to the approval of DH (which approval shall not be unreasonably withheld), any managing underwriter or underwriters to administer such offering; and DH shall determine the offering price and underwriting discount or commission. Notwithstanding the preceding paragraph, if TNDE shall furnish to DH a certificate signed by the President of TNDE stating that in the Company is proceeding with reasonable judgment of the President, it would be detrimental to TNDE or its stockholders if such registration statement were to be filed and offering it is therefore beneficial to include therein all or any portion defer the filing of any such other Holder’s Registrable Securitiesregistration statement, provided that TNDE shall have the Company received right to defer such filing for a written request to do so from such Holder within thirty (30) period of not more than 120 days after receipt by him or it of the Company’s noticerequest of DH. TNDE shall promptly give notice to DH at the end of any delay period under this paragraph. Notwithstanding anything contained the preceding two paragraphs, if at the time of any request by DH for a Demand Registration, TNDE has plans to file within 90 days after such request for the sale of any of its securities in a public offering under the Securities Act (other than an Exempt Offering), no Demand Registration shall be initiated under this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) 3 until 90 days of after the effective date of any such registration statement filed by the Company and pursuant unless TNDE is no longer actively employing in good faith all reasonable efforts to which effect such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Companyregistration; provided that (x) TNDE shall provide DH the right to participate in the case of clause (ii)(A) of this paragraphsuch public offering pursuant to, the Company shalland subject to, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnSection 2 hereof.

Demand Registration Rights. If, Seller understands that at any time during eighteen months following the period commencing on Closing Date, subject to the Issue Date and ending five (5) years thereafterprovisions of Section 9, upon the Company shall receive delivery to Buyer of a written request (a “Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number holders ("Holders") of shares the Minimum Registration Amount (as hereafter defined) of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (as hereafter defined) outstanding, requesting that Buyer effect the “Majority Holders”registration under the Securities Act of 1933, as amended (the "Act") (a "Demand Registration"), and requesting a firm commitment underwriting as a means for the disposition thereof, Buyer will promptly give written notice of such requested registration to register the resale all other Holders of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter marketSecurities, and Buyer thereupon will use its best efforts through its officersto effect, directors, auditors, and counsel to cause such registration statement to become effective as promptly expeditiously as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Requestpossible, the Company shall give written notice to all registration under the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty Act (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(cthe intended method of disposition specified in the notice from the initial requesting Holder) hereof including without limitation of the ability to include all Registrable Securities which Buyer has been so requested to be included therein; and (ii) register, all to the Company may delay extent necessary to permit the registration disposition of the securities Registrable Securities so to which a Request relates if upon receipt be registered; provided, however that Buyer shall not be required to register such Registrable Securities if, in the reasonable opinion of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has Buyer, it would not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) be in the case best interests of Buyer to register such Registrable Securities. "Minimum Registration Amount" means 2,000,000 shares of common stock of Buyer ("Common Stock") before any stock splits, reverse stock splits or other recapitalizations which may occur after the date hereof. "Registrable Securities" means (i) any shares of Buyer's Stock issuable under the Asset Purchase Agreement, and (ii) any other Common Stock issuable with respect to the Common Stock referred to in clause (ii)(Ai) by way of this paragrapha stock dividend or stock split or in connection with a combination of shares, the Company shallrecapitalization, as soon as practicalmerger, upon the first to occur of the abandonment of such contemplated registration statement consolidation or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnother reorganization.

Demand Registration Rights. If, at Upon the written request (the "REQUEST") of a Stockholder that has the right to require the Company to register under the Securities Act any time during or all shares of the period commencing on the Issue Date and ending five Common Stock then held by such Stockholder (5) years thereaftera "DEMAND REGISTRATION RIGHT"), the Company shall receive include such shares in a written request registration statement on Form S-1, Form S-2 or Form S-3 (a “Request”or any equivalent form), from Holders who in and use its best efforts to register such shares, under the Securities Act. GEIPPPII shall have five Demand Registration Rights; PROVIDED, that if, at any time, GEIPPPII owns less than 10% of the issued and outstanding Common Stock and has more than one Demand Registration Right remaining, GEIPPPII shall not be entitled to use one of its then remaining Demand Registration Rights. The Ardshiel Stockholders shall have two Demand Registration Rights. A Demand Registration Right may not be exercised by either GEIPPPII or an Ardshiel Stockholder unless the exercising Stockholder(s) elects to sell under the registration statement the lesser of (x) at least 50% of the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included held by such Stockholder(s) or (or which upon such exercise would be includedy) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority 5% of the Registrable Securities then outstanding, the issued and outstanding shares of Common Stock. The Company shall, as will promptly as practicable, prepare give written notice of such requested registration to all other Stockholders and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and thereupon will use its best efforts through its officersto effect the registration under the Securities Act of (i) the Common Stock which the Company has been so requested to register, directorsfor disposition in accordance with the intended method of disposition stated in such request; and (ii) all other Common Stock, auditorsthe holders of which shall have, and counsel within 20 days after the receipt of such written notice from the Company, made written request (which notice shall specify the intended method of disposition thereof) to cause the Company for registration thereof, all to the extent required to permit the disposition (in accordance with the intended method thereof as aforesaid) by all such registration statement holders of securities so to become effective as promptly as practicablebe registered; provided PROVIDED, HOWEVER, that the Company shall only not be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) effect any such registration pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: 4.02 (i) no person may make a Request that at any time prior to the Company fileearlier of (a) October 2, nor shall the Company be obligated to file2001, a registration statement on any date that is within ninety or (90b) days of the effective date of any the first registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; SEC, and (ii) at any time prior to the date six months following the consummation by the Company may delay of any public offering. GEIPPPII shall have the registration right, in its sole discretion, to disapprove of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that any underwriter selected by the Board of Directors of the Company has determined Company. If the managing underwriter or underwriters, if any, advise the Stockholders seeking to register shares of Common Stock under this Section 4.02 in writing that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on in its or their opinion the Company; provided that (x) number of securities proposed to be sold in such registration will materially adversely affect the case success of clause (ii)(A) of this paragraphsuch offering, the Company shallshall include in such registration the number of securities, as soon as practicalif any, upon which in the first opinion of such underwriter or underwriters can be sold on a pro rata basis based on the number of shares that each such Stockholder holds. Notwithstanding anything contained herein to occur the contrary, (i) if the Stockholder exercising a Demand Registration Right does not sell at least 50% of the abandonment shares of Common Stock it requested be registered in the registration, such contemplated registration statement or the expiration of such ninety (90) day periodStockholder shall be entitled to an additional Demand Registration Right, register the securities to which the Request relates unless such Request is withdrawn; and (yii) any Stockholder that sells at least 50% of the shares of Common Stock owned by it in the case registration shall lose one of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnits Demand Registration Rights.

Demand Registration Rights. If(a) Prior to a Qualified Public Offering, Shareholders who, collectively, hold more than 50% of the Shares and, following a Qualified Public Offering, each Shareholder (each such Shareholder, the “Demanding Shareholder”) shall have the right, at any time during and from time to time on or after the period commencing on third anniversary of the Issue Date date hereof, to demand that the IPO Entity publish an EU Prospectus and/or file and ending five have declared effective by the SEC a Registration Statement for one or more Public Offerings of all or part of the Demanding Shareholder’s Subject Securities, by giving written notice to the IPO Entity specifying the number of Subject Securities to be covered by such EU Prospectus or Registration Statement and the intended method of distribution thereof (5) years thereafter, the Company shall receive a written request (a “Demand Request”). In the event a Demand Request is made prior to a Qualified Public Offering, from Holders who the Demanding Shareholder shall forward such Demand Request to the other Shareholders. In the case of an EU Prospectus, the Demanding Shareholder may specify that such prospectus shall be in the aggregate own (form of a registration document, an offering supplement and a summary or upon exercise such other form as the AFM or other relevant competent authority may from time to time accept to facilitate delayed or continuous offerings of all Registrable Securities then outstanding or issuable would own) securities. In the case of a majority of Registration Statement, the total number of shares of Common Stock then included (or which upon Demanding Shareholder may specify that such exercise would registration statement shall be included) in the Registrable Securities (form of a “shelf” registration statement, providing for the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering offer and sale of Subject Securities by the Registrable Demanding Shareholder on a delayed or continuous basis as permitted by the Securities through Act, in which case the facilities intended method of all appropriate securities exchanges and distribution contained in the over-the-counter market, and will use Demand Request may be general in nature or contemplate multiple methods of distribution. Any Demanding Shareholder wishing to deliver a Demand Request shall notify the IPO Entity of its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request intention to do so from such Holder within thirty at least fourteen (3014) days after receipt by him or it prior to its intended date of delivery, and the IPO Entity shall forthwith negotiate in good faith to determine the timing of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to Demand Request and the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days number of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Subject Securities requested to be included specified therein; . If the Demanding Shareholder and (ii) the Company may delay IPO Entity shall agree such matters within the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph14-day consultation period, the Company shall, as soon as practical, upon Demand Request shall reflect such agreement; if the first Demanding Shareholder and the IPO Entity fail to occur of agree such matters within the abandonment of such contemplated registration statement or the expiration of such ninety (90) 14-day consultation period, register the securities Demanding Shareholder shall be entitled to which deliver the Demand Request relates unless on such Request is withdrawn; and (y) terms as the Demanding Shareholder, in the case of clause (ii)(B) of this paragraphits sole discretion, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnsees fit.

Demand Registration Rights. If, at (a) At any time during the period commencing on the Issue Date and ending five (5) years thereafter, the Company shall receive one or more Holders may make a written request (a “Request”), from Holders who in to the aggregate own (or upon exercise Company for registration of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority any part of the Registrable Securities then outstandingheld by such requesting Holder(s) (a “Demand Registration”); provided, the Company shallhowever, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only not be obligated required to register Registrable Securities on two effect more than one (21) occasions (at least 12 months apart) Demand Registration pursuant to this Section 8(b4.01(a). Each request for a Demand Registration shall specify the aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. Within five (5) business days after receiving Business Days following receipt of any request for a RequestDemand Registration, the Company shall give deliver written notice of such request to all the other HoldersHolders of Registrable Securities. Thereafter, advising each of them that the Company is proceeding with shall include in such registration and offering to include therein all Demand Registration any additional Registrable Securities which the Holder or any portion of any Holders thereof have requested in writing be included in such other Holder’s Registrable SecuritiesDemand Registration, provided that all CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED requests therefor have been received by the Company received a written request to do so from such Holder within thirty ten (3010) days after receipt by him or it Business Days of the Company’s noticehaving sent the applicable notice to such Holder or Holders. Notwithstanding anything contained in this Section 8(b) All such requests shall specify the aggregate amount of Registrable Securities to be registered and the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days intended method of distribution of the effective date of same. The Company shall not include in any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Demand Registration any securities that are not Registrable Securities requested to be included therein; and (ii) without the Company may delay the registration prior written consent of the securities to Holder(s) requesting such Demand Registration, which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, consent shall not be unreasonably withheld or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawndelayed.

Demand Registration Rights. IfSubject to Section 2(c) below, if the Company shall (i) at any time during on or after the date hereof, be requested by WCAS or (ii) at any time on or after the date which is one hundred and eighty (180) days after the IPO Date, be requested by Xxxxxx Xxxxxxx (provided, however, that a request by Xxxxxx Xxxxxxx may be made under this Section 2(a) within such 180 day period commencing on the Issue Date and ending five (5) years thereafterupon receipt of any such request, the Company shall receive take actions to prepare the Demand Registration for filing; provided, further, however, that the Company shall not be obligated to file with the SEC such Demand Registration until a date which is 180 days after the IPO Date), in each case, in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written request (request, a “Demand Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) to effect a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with registration under the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale Act of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s the Registrable SecuritiesStock then held by the Investors, provided that the Company received shall immediately notify in writing (each such notice, a “Demand Registration Notice”) each other Investor of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request to do so for registration of shares of Registrable Stock that is received from such Holder each other Investor receiving the Demand Registration Notice within thirty (30) 20 days after receipt by him such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by such Investor, shares of Common Stock to be sold by the Company for its own account or it for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by such Investor (which selection, in the case of Xxxxxx Xxxxxxx, shall be subject to the approval of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor which approval shall the Company not be obligated to fileunreasonably withheld, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included thereinconditioned or delayed); and (ii) the Company number of shares of Registrable Stock to be included in such an offering may delay be reduced if and to the registration extent that, in the good faith opinion of the securities to which a Request relates if upon receipt managing underwriter of such Request offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) first, all Registrable Stock proposed to be included by the Company notifies Investors shall be included (subject to pro rata reduction among the person making Investors seeking to include Registrable Stock in such offering based on the Request that it is contemplating filing a Registration Statement within ninety (90) days number of such request, or shares of Registrable Stock held by the Investors) and (B) second, to the extent provided above, Common Stock proposed to be included by the Company notifies for the person making the request that the Board of Directors account of the Company has determined that or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Investor shall have any liability to any Investor with respect to such abandonment. Notwithstanding anything else to the contrary contained herein, (i) the Company shall not be required to effect more than two Demand Registrations at the request of WCAS or more than two Demand Registrations at the request of Xxxxxx Xxxxxxx, in each case, under this Section 2(a) on Form S-1 or any successor thereto, and (ii) the Company shall not be required to effect a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that Demand Registration hereunder unless (x) in the case of clause (ii)(A) of this paragrapha registration on Form S-1 or any successor thereto, the Company shall, as soon as practical, upon reasonably anticipated aggregate net proceeds thereof (determined at the first to occur time of the abandonment giving of such contemplated registration statement the Demand Request) exceed $25,000,000, or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause a registration on Form S-3 or any successor thereto, such Demand Registration relates to the registration of at least 1,000,000 shares of Registrable Stock (ii)(B) as adjusted for any stock splits, stock dividends, stock combinations and similar events occurring after the date hereof), in each case, determined at the time of this paragraphthe giving of the Demand Request. Notwithstanding anything to the contrary herein, each of WCAS and Xxxxxx Xxxxxxx shall have the right to make an unlimited number of Demand Requests on Form S-3 or any successor thereto; provided, however, that the Company may shall not delay the filing of the registration statement for be required to effect more than thirty (30two Demand Registrations in any twelve-month period under this Section 2(a) days from the date of the Request unless such Request is withdrawnon Form S-3 or any successor thereto.

Demand Registration Rights. If, at any time during (a) Throughout the period commencing on the Issue Date and ending five (5) years thereafterEffective Period, the Fund may, subject to the terms hereof, request the Company shall receive in writing (each, a written request "Demand") to effect a registration with the SEC under and in accordance with the provisions of the Securities Act of all or part of the Registrable Securities Beneficially Owned by the Fund (a “Request”"Demand Registration"), from Holders who in . The Demand shall specify the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (requested to be so registered on behalf of the “Majority Holders”)Fund. Any request received by the Company from the Fund as provided in this Section 2(a) shall be deemed to be a "Demand" for purposes of this Agreement, unless the Company, in accordance with the terms of this Agreement, shall have notified the Fund in writing, prior to its receipt of such request from the Fund, of its intention to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file securities with the Securities and Exchange Commission (“SEC”) a registration statement sufficient , in which case the request from the Fund shall be governed by Section 3 hereof, not this Section 2. All Demands to permit be made by the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) Fund pursuant to this Section 8(b)2(a) and any notifications by the Company pursuant to the preceding sentence must be based upon a good faith intent of the Fund or the Company, as the case may be, to effect the sale of securities pursuant to such registrations as promptly as practicable after the date of the Demand or notification, as the case may be, in accordance with the terms of this Agreement. Within five (5) business days after receiving of the Company's receipt of a RequestDemand from the Fund, the Company shall give written notice to all notify the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it Foundation in writing of the Company’s notice's receipt of such Demand and of the Foundation's right to join in such Demand (a "Demand Notification"). Notwithstanding anything contained in this Section 8(bThe Foundation shall have fifteen (15) days from its receipt of a Demand Notification (the "Joinder Period") to the contrary: (i) no person may make a Request that deliver to the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days written notice of the effective date Foundation's intention to join in such Demand (a "Joinder Notice"). The Joinder Notice shall specify the aggregate number of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all shares of Registrable Securities requested to be included therein; so registered on behalf of the Foundation up to a maximum number of Registrable Securities such that no more than five percent (5%) of the aggregate amount of Registrable Securities requested to be registered by the Fund and (ii) the Foundation are Beneficially Owned by the Foundation, unless otherwise agreed to in writing by the Fund. Failure on the part of the Foundation to deliver a Joinder Notice to the Company may delay within the registration Joinder Period shall be deemed to be a waiver on the part of the securities Foundation of its right to which a Request relates if upon receipt of join in such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnDemand.

Demand Registration Rights. If, at At any time during on or after the date hereof, but not more than once, the holders of Shares that have not had their registration rights hereunder lapse as set forth in Section 9 hereof (the "Registrable Securities") representing not less than 33 1/3% of the Registrable Securities may deliver to the Company one written demand that the Company effect a registration under the Securities Act of at least the greater of 30% of the Registrable Securities or Registrable Securities with an aggregate price to the public of not less than $2,000,000.00 for the purpose of sale in the manner specified in such demand. Such demand shall also specify the number of Registrable Securities that such holders wish to have so registered. The Company shall, within 10 days of receipt of such demand, give written notice to all other holders of Registrable Securities of such demand. Any such holder may, within 30 days of its receipt of such notice from the Company, give a written notice (the "Inclusion Notice") to the Company specifying the number of Registrable Securities which such holder wishes to include in such registration. The Company shall prepare and file a registration statement on any available form of registration statement, for the public sale of the Registrable Securities that are identified in and in accordance with the demand and all Inclusion Notices as soon as practicable; provided, however, that if the Company shall furnish to the holders of Registrable Securities (the "Holders") a certificate signed by the Chairman or President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for a registration statement to be filed, then the Company's obligation to file a registration statement shall be deferred for a reasonable period commencing on not to exceed 180 days from the Issue Date date of such request. Upon written notice from the Company to the Holders delivered within 30 days of a demand to register Registrable Securities under this Section 1, the Holders' right to All Holders proposing to distribute securities through such registration shall enter into an underwriting agreement with the managing or lead managing underwriter in the form customarily used by such underwriter with such changes thereto as the parties thereto shall agree. If any Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and ending five (5) years thereafterthe managing or lead managing underwriter. Any Registrable Securities so withdrawn from such underwriting shall be withdrawn from such registration. Whenever a registration is demanded pursuant to this Section 1, unless a managing or lead managing underwriter objects thereto, the Company may include in such registration securities for offering by the Company and any other holder of securities, it being understood, however, that the Company's and such other holder's right of inclusion in such registration shall receive a written request (a “Request”)be subordinate to, from and not pari passu with, the rights of the Holders who in deliver such demand or deliver to the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of Company Inclusion Notices under this Section 1. If the managing underwriter thereof determines that the total number of shares of the Common Stock then included to be sold in such offering shall be limited due to market conditions or otherwise, the reduction in the total number of shares offered shall be made by first excluding any shares of selling stockholders who are not holders of contractual rights to have such shares registered under the Securities Act, then, if necessary, by reducing the total number of shares to be sold by the Company, and then, if necessary, by excluding pro rata (or which upon such exercise would be includedbased on the number of Registrable Securities held) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice to all the other Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contrary: (i) no person may make a Request that the Company file, nor shall the Company be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed sold by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnHolders.

Demand Registration Rights. If, at any time during (a) Upon the period commencing on the Issue Date and ending five (5) years thereafter, delivery to the Company shall receive by Krug xx Wesinvest of a written request (a “Request”), from Holders who in the aggregate own (or upon exercise for registration of all or any part of such Stockholder's Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstandingSecurities, the Company shall, provided that the requesting Stockholder at the time of making such request is the Beneficial Owner of at least 10% or more of the Company Stock, and subject to the provisions hereof, use its best efforts to effect, as promptly expeditiously as practicable, the Registration of the Registrable Securities specified in such registration request in accordance with the intended method of disposition stated therein. Such Stockholder or Stockholders shall send a copy of the Registration Request to each other Beneficial Owner concurrently with the giving of such notice to the Company. The Company shall prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient Registration Statement, on any form that the Company 15 is eligible to use, such form to be selected by the Company, which form must be reasonably acceptable to the Stockholder or Stockholders requesting Registration, in order to permit the public offering and sale of the Registrable Securities through being offered in accordance with the facilities intended method of disposition upon the effective date of the Registration Statement relating to such Registrable Securities; provided, however, the Company is not required to proceed with the Registration Request if in the opinion of a recognized investment bank such Registration would not result in a Qualifying IPO and a Qualifying IPO has not already occurred; provided, however, if Krug xx Wesinvest, as the case may be, seeks to include all appropriate securities exchanges of its Registrable Securities in such Registration and such Registration would not result (in the over-the-counter marketopinion of such investment bank) in a Qualifying IPO, and will then the Company shall use its best efforts through its officers, directors, auditors, and counsel to include in such Registration Statement shares of Common Stock for sale by the Company in such number necessary to cause such registration statement the Registration to become effective result in a Qualifying IPO. Except as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this in Section 8(b5.2(b). Within five (5) business days after receiving a Request, the Company shall give written notice must include in such Registration Statement any other shares of Registrable Securities that a Beneficial Owner possessing demand registration rights requests to all the other Holders, advising each of them that the be included in such Registration. The Company is proceeding with such registration and offering may elect to include therein all or any portion of any in such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it of the Company’s notice. Notwithstanding anything contained in this Section 8(b) to the contraryRegistration: (i) no person may make a Request any other shares of Common Stock that the Company file, nor shall the Company be obligated has been requested to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed register by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability to include all Registrable Securities requested to be included therein; Beneficial Owners thereof, and (ii) all shares of Company Stock that the Company may delay the registration of the securities elect to which a Request relates if upon receipt of such Request (Aregister for its own account, subject in either case to Section 5.2(b) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the Company shall, as soon as practical, upon the first to occur of the abandonment of such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnhereof.

Demand Registration Rights. If(a) Subject to the terms of this Agreement, at any time during or from time to time after the period commencing date falling 180 days after the consummation of the IPO, one or more of the Shareholders may request, in writing, that the Company effect a registration under the Securities Act of all or any part of the Registrable Shares owned by the Shareholders, on such forms and in the Issue Date and ending five manner considered appropriate by the Shareholders (5) years thereafterprovided that the Registrable Shares to be so registered have a proposed aggregate offering price net of underwriting commissions, if any, of at least US$5,000,000 in the aggregate). Upon receipt of any such request, the Company shall receive a written request (a “Request”), from Holders who in the aggregate own (or upon exercise of all Registrable Securities then outstanding or issuable would own) a majority of the total number of shares of Common Stock then included (or which upon such exercise would be included) in the Registrable Securities (the “Majority Holders”), to register the resale of at least a majority of the Registrable Securities then outstanding, the Company shall, as promptly as practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided that the Company shall only be obligated to register Registrable Securities on two (2) occasions (at least 12 months apart) pursuant to this Section 8(b). Within five (5) business days after receiving a Request, the Company shall give written notice of such proposed registration to all Shareholders holding Registrable Shares. Such other Shareholders shall have the other Holdersright, advising each of them that by giving written notice to the Company is proceeding with such registration and offering to include therein all or any portion of any such other Holder’s Registrable Securities, provided that the Company received a written request to do so from such Holder within thirty (30) days after receipt by him or it the Company provides its notice, to elect to have included in such registration such number of their Registrable Shares as such Shareholders may request in such notice of election, subject to the approval of the Company’s noticeunderwriter(s) managing the offering (if any). Notwithstanding anything contained in any other provision of this Section 8(b3.1, if such underwriter(s) advises the Company that marketing factors require a limitation of the number of Equity Shares to be included in such offering, then the Company shall advise all holders of Registrable Shares which would otherwise have been included in such registration that the number of Registrable Shares that may be included in such registration shall be allocated to the contrary: (i) no person may make holders of such Registrable Shares on a Request that the Company file, nor shall the Company pro rata basis based upon their total ownership of Registrable Shares. If any holder would thus be obligated to file, a registration statement on any date that is within ninety (90) days of the effective date of any registration statement filed by the Company and pursuant to which such person was given full “piggyback” registration rights in accordance with Section 8(c) hereof including without limitation the ability entitled to include all Registrable Securities more Equity Shares than such holder requested to be registered, the excess shall be allocated among the other requesting holders on a pro rata basis based upon the number of Registrable Shares requested by each such holder to be included therein; and (ii) the Company may delay the registration of the securities to which a Request relates if upon receipt of such Request (A) the Company notifies the person making the Request that it is contemplating filing a Registration Statement within ninety (90) days of such request, or (B) the Company notifies the person making the request that the Board of Directors of the Company has determined that a material event has occurred that has not been publicly disclosed and which if disclosed would have a material adverse effect on the Company; provided that (x) in the case of clause (ii)(A) of this paragraphregistration. Any Registrable Shares excluded or withdrawn from such registration shall be withdrawn from the registration. Subject to the foregoing, the Company shall, as soon expeditiously as practicalpossible, upon use all commercially reasonable efforts to effect the first registration of all Registrable Shares that the Company has been requested to occur register. Such registration shall be done on such forms and in such manner as is considered appropriate by those holding a majority of the abandonment of Registrable Shares to be registered in such contemplated registration statement or the expiration of such ninety (90) day period, register the securities to which the Request relates unless such Request is withdrawn; and (y) in the case of clause (ii)(B) of this paragraph, the Company may not delay the filing of the registration statement for more than thirty (30) days from the date of the Request unless such Request is withdrawnregistration.