Common use of Demand Registration Clause in Contracts

Demand Registration. (a) On any date after March 15, 2001, the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (athe “Demand Notice”) On given to the Company, to request, at any date after March 15time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, 2001, that the Holders Company register under and in accordance with the provisions of at least fifty percent (50%) the Securities Act all or any portion of the Registrable Securities then outstanding (designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the "Initiating Holders") may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount corresponding provisions of the Registrable Securities proposed CapGen Investment Agreement or from an Anchor Investor pursuant to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration requestthis Section 3.14, the Company shall promptly shall take (and in any event within ten (10) Business Days from the date of receipt of such steps as are necessary Demand Notice), notify the other Anchor Investor (or appropriate to prepare for each Anchor Investor, in the registration case of the Registrable Securities to be registered. Within fifteen (15a Demand Notice from CapGen) days after of the receipt of such requestDemand Notice and allow such other Anchor Investor (or each Anchor Investor, in the Company shall give written notice thereof case of a Demand Notice from CapGen) the opportunity to all other Holders and include in such registration all Registrable Securities held by a Holder from whom such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company has received receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a written request registration statement on the appropriate form for inclusion therein at least ten (10) days prior the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the filing Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the registration statement. Each such request will also specify the total number of Registrable Securities to be registered, specified by the intended method of disposition thereof and the jurisdictions Holders in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty Notice (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one “Demand Registration to which Statement”). If the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Anchor Investors registering Registrable Securities proposed intend to be registered by the Initiating Holders so elect, the offering of such distribute any Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form by means of an underwritten offering, they shall promptly so advise the Holders holding a majority Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); providedin such underwritten offering. Any Demand Registration Statement may, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not submitting the Demand Notice, be so counted a “shelf” registration pursuant to Rule 415, if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestavailable. (ii) B. The Company may delay shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the filing or effectiveness resale of any registration statement the Registrable Securities covered thereby for a period of up to ninety one hundred eighty (90180) days after from the date of a request for registration on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.2 if (x) at the 3.14(a)(2)(B). The time of such request period for which the Company is engaged, or has formal plans required to engage within sixty (60) maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of the time of all suspension periods pursuant to Section 3.14(d) occurring with respect to such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Demand Registration Statement. C. The Company shall furnish be entitled to suspend the Holders a certificate signed by use of any effective Registration Statement under this Section 3.14(a)(2) under the Chief Executive Officer or President circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the Company stating that, in rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementEffectiveness Deadline.

Demand Registration. (a) On any date after March 15, 2001, the Holders holders of at least fifty percent (50%) of the Registrable Securities then outstanding (the "Initiating Rights Holders") may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Rights Holders and include in such registration all Registrable Securities held by a Rights Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.210.2. A registration requested pursuant to this Section 3.2 10.2 shall not count as the one Demand Registration to which the Rights Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Rights Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Rights Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Rights Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 10.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Rights Holders initiated pursuant to this Section 3.210.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 10.2 that is subsequently withdrawn at the request of the Rights Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 10.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common StockShares, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (aA) On The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any date after March 15time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, 2001that the Company register, under and in accordance with the Holders provisions of at least fifty percent (50%) the Securities Act, all or any portion of the Registrable Securities then outstanding (designated by the "Initiating Holders") may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desiredInvestor. Upon the receipt of a Demand Notice from the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate Investor pursuant to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such requestthis Section 3.12(a)(ii), the Company shall give written notice thereof promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to all other Holders cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and include in such registration all sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities held in accordance with the intended method or methods of distribution (which may be by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing an underwritten offering), of the registration statement. Each such request will also specify the total number of Registrable Securities to be registered, specified by the intended method of disposition thereof and the jurisdictions Holders in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty Notice (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one “Demand Registration to which Statement”). If the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Investor registering Registrable Securities proposed intends to be registered by the Initiating Holders so elect, the offering of such distribute any Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form by means of an underwritten offering, it shall promptly so advise the Holders holding a majority of Company and the Registrable Securities proposed Company shall take all reasonable steps to be registered by facilitate such distribution, including the Initiating Holders shall select and obtain an investment banking firm of national reputation actions required pursuant to act as the Section 3.12(c). The managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, underwriters in any case, such distribution shall be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Investor registering Registrable Securities held by the Holders initiated pursuant to this Section 3.2; providedin such underwritten offering. Any Demand Registration Statement may, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not submitting the Demand Notice, be so counted a “shelf” registration pursuant to Rule 415, if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestavailable. (iiB) The Company may delay shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the filing or effectiveness resale of any registration statement the Registrable Securities covered thereby for a period of up to ninety one hundred eighty (90180) days after from the date of a request for registration on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.2 if (x) at the 3.12(a)(ii)(B). The time of such request period for which the Company is engaged, or has formal plans required to engage within sixty (60) maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of the time of all suspension periods pursuant to Section 3.12(d) occurring with respect to such request, in an underwritten public offering of shares of Common Stock, Demand Registration Statement. (yC) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the The Company shall furnish be entitled to suspend the Holders a certificate signed by use of any effective Registration Statement under this Section 3.12(a)(ii) under the Chief Executive Officer or President circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the Company stating that, in rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementEffectiveness Deadline.

Demand Registration. Upon the written request (aa “Notice”) On any date after March 15, 2001by the Holder, the Holders Company shall file with the Commission, as soon as reasonably practicable, but in no event more than 30 days following the receipt of at least fifty percent the Notice, a registration statement (50%each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities then outstanding (which may, at the "Initiating Holders") may request in writing option of the Holder, be a registration statement under the 1933 Securities Act (a "Demand Registration"). The Demand Registration request shall specify that provides for the amount resale of the Registrable Securities proposed pursuant to be sold, Rule 415 from time to time by the intended method of disposition thereof and the jurisdictions in which registration is desiredHolder (a “Shelf Registration Statement”)). Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holder. To the extent the initial Registration Statement is not made on Form S-3, the Company shall, upon becoming eligible to file a registration statement on Form S-3, prepare and file a new Registration Statement on Form S-3 to replace the initial Registration Statement and use its best efforts to cause any such Demand subsequent Registration Statement to become be declared effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2by the Commission as soon as reasonably practicable thereafter. A registration requested The Company shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 3.2 2.1 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holder until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration contain an untrue statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Registrable Securities proposed material fact or omit to state a material fact required to be registered stated therein or necessary to make the statements therein not misleading. The Holder shall be limited to two demand registrations under this Section 2.1 in any twelve-month period (provided, however, that there shall be no limit on the number of Shelf Registration Statements that may be required by the Initiating Holders so electHolder hereunder), and the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect file more than one Registration Statement within 120 days after the effective date of any Registration Statement filed by the Company; provided, further, that no demand registration under this Section 3.2 except in accordance with 2.1 shall be deemed to have occurred for purposes of this sentence if the following provisions: Registration Statement relating thereto (ia) The Company shall does not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) 180 days of the time of such requestdate first filed with the Commission, in an underwritten public (b) is not maintained effective for the Effectiveness Period required under this Section 2.1 or (c) the offering of shares of Common Stockthe Registrable Securities pursuant to such Registration Statement is subject to a stop order, (y) the Board of Directors injunction, or similar order or requirement of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of Commission during such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementperiod.

Demand Registration. 2.1 So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto, the Company agrees, upon request of the Manager, to use its best efforts to either (a) On if there is no Automatically Effective Shelf, file one or more Shelf Registration Statements (which may include Registrable Shares covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any date after March 15similar rule that may be adopted by the Commission or (b) if there is an Automatically Effective Shelf, 2001file one or more prospectus supplements (each, a “Prospectus Supplement”) with the Holders Commission for the sale and distribution of at least fifty percent (50%) all or such portion of the Manager’s Registrable Securities then outstanding Shares as are specified in such request; provided, however, that the Company shall not be obligated to file more than four (4) such Shelf Registration Statements or Prospectus Supplements in any twelve-month period. Each such request from the "Initiating Holders") may request in writing registration under Manager shall indicate whether the 1933 Act (a "Demand Registration")Manager wishes to sell the Registrable Shares pursuant to an underwritten offering. The Demand Manager shall be named as a selling security holder in such Shelf Registration request Statement or Prospectus Supplement, in such a manner as to permit the Manager to deliver such Shelf Registration Statement or Prospectus Supplement to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall specify cause each Shelf Registration Statement and the amount related Prospectus and any amendment or supplement thereto, as of the Registrable effective date of such Shelf Registration Statement or the date of any such amendment or supplement, and each Prospectus Supplement, as of the date of such Prospectus Supplement, (i) to comply in all material respects with the applicable requirements of the Securities proposed Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be sold, stated therein or necessary in order to make the intended method of disposition thereof and the jurisdictions statements therein (in which registration is desired. Upon the receipt light of the Demand circumstances under which they were made) not misleading. If any Shelf Registration requestStatement, the Company promptly shall take such steps as are necessary amended or appropriate supplemented from time to prepare for the registration of the Registrable Securities time, ceases to be registered. Within fifteen effective for any reason at any time during an Effective Period (15) days after the receipt of such requestother than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), the Company shall give written notice thereof use its best efforts to all other Holders obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement or Prospectus Supplement, it will do so only in accordance with this Section 2.3. The Manager agrees to deliver a Notice and include in such registration all Registrable Securities held by Questionnaire, a Holder from whom form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), to the Company has received a written request for inclusion therein at least ten (10) days Business Days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desiredany Shelf Registration Statement or Prospectus Supplement. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (a) On At any time following the six month anniversary of the date after March 15, 2001of this Agreement, the Holders of at least fifty percent (50%) Holder Representative may request that Parent register under the Securities Act all or any portion of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing Stock on Form S-3 or such other short-form registration statement under the 1933 Securities Act then available to Parent (a "“Demand Registration"”), including a shelf registration statement providing for the resale from time to time of any and all Registrable Stock pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration”). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the Promptly after receipt of the any request for Demand Registration requestRegistration, the Company promptly Parent shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt deliver written notice of such request, the Company shall give written notice thereof request to all other Holders holders of Registrable Stock and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least holders shall have ten (10) days prior Business Days from the date of such notice to the filing notify Parent in writing of the registration statementtheir desire to include Registrable Stock in such Demand Registration. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company Parent shall use its commercially reasonable best efforts to cause any the registration statement with respect to such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant the Securities Act as soon as reasonably practicable, except to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless extent such registration statement is declared already effective. Parent shall not be required to effect a Demand Registration more than three (3) times (and no more than two (2) times in any twelve (12) month period) for the holders of Registrable Stock as a group; provided, that a Demand Registration shall not be deemed to have been effected unless (i) it has become effective and remains under the Securities Act, (ii) it has remained effective for at least ninety the period set forth in Section 4.3(b), and (90iii) daysthe offering of Registrable Stock pursuant to such Demand Registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other requirement of the SEC prompted by any act or omission of holders of Registrable Stock). (cb) If Holders the Holder intends to distribute the Registrable Stock covered by the Demand Registration request by means of an underwritten offering, it shall advise Parent as part of its request for Demand Registration, and Parent shall include such information in its notice to the other holders of Registrable Stock. In such event, the holders of a majority of the Registrable Securities proposed to be registered by Stock initially requesting the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter")such offering; provided, that the Approved Underwriter shallsuch selection shall be subject to Parent’s prior written consent (which consent shall not be unreasonably withheld, in any case, be acceptable to the Company in its reasonable judgmentconditioned or delayed). (dc) The Company shall not be obligated Notwithstanding any provision of this Agreement to effect any registration under this Section 3.2 except in accordance with the following provisionscontrary: (i) The Company Except as provided in Section 4.9(a) with respect to a Take Down Notice, Parent shall not be obligated required to use its reasonable best efforts to file and cause to become effect a Demand Registration within (A) 90 days following the latest of the effective more than one date of a registration statement with respect to Registrable Securities held by or the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request date of the Holders shall not filing of a prospectus or prospectus supplement pertaining to a public offering of securities for the account of Parent or (B) six months following the latest of the effective date of a registration statement or the date of the filing of a prospectus or prospectus supplement pertaining to (x) a previous Demand Registration or (y) a previous Piggyback Registration in which holders of Registrable Stock sold at least 80% of the shares of Registrable Stock requested to be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request.included therein; (ii) The Company if the Board determines in good faith that it would (A) materially adversely affect Parent’s ability to pursue or consummate a proposed or pending acquisition, disposition, strategic alliance, financing transaction or other material event involving Parent, (B) require the premature disclosure of material non-public information, or (C) prevent Parent from complying with the Securities Act or Exchange Act, Parent may delay (1) postpone the filing or effectiveness of any registration statement pursuant to this Section 4.1 and (2) suspend the rights of any holder of Registrable Stock to use any prospectus with respect to an effective Demand Registration, in each case for a period of up no more than 45 days; provided, that such right to ninety (90) days after the date of postpone or suspend a request for registration pursuant to this Section 3.2 4.1(c)(ii) shall be exercised by Parent (a) only if Parent has generally exercised (xor is concurrently exercising) similar black-out rights (if any) against holders of similar securities that have registration rights and (b) not more than two (2) times in any twelve (12) month period and not more than 90 days in the aggregate in any twelve (12) month period; provided, further, that in the event Parent gives such notice, Parent shall extend the period during which such registration statement shall be maintained effective as provided in Section 4.3(b) by the number of days by which Parent suspends such registration statement; (iii) Parent shall not be obligated to cause any audit to be undertaken in connection with any such registration that Parent is not otherwise required to undertake at that time in connection with its obligations under the time Securities Act, the Exchange Act and the rules and regulations thereunder; and (iv) Parent may satisfy its obligations to effect a Demand Registration by filing one or more prospectus supplements to a registration statement previously filed and that has become effective under the Securities Act that permits Parent to register resales of Parent Common Stock by naming in such prospectus supplement the selling stockholders of such request Parent Common Stock. (d) Parent shall not include in any Demand Registration any securities that are not Registrable Stock without the Company is engaged, or has formal plans to engage within sixty (60) days prior written consent of the time holders of a majority of the Registrable Stock initially requesting such requestDemand Registration (which consent shall not be unreasonably withheld, in conditioned or delayed). If a Demand Registration involves an underwritten public offering and the managing underwriter advises Parent that in its opinion the number of shares of Registrable Stock (and, if permitted hereunder, other securities requested to be included in such offering), exceeds the number of securities that can be sold in such underwritten offering without adversely affecting the marketability or the price per share of the Registrable Stock proposed to be sold in such underwritten offering, Parent shall include in such Demand Registration (i) first, the number of shares of Parent Common Stock that the holders of Registrable Stock propose to sell, and (ii) second, the number of securities proposed to be included therein by any other Persons (including securities to be sold for the account of Parent and/or other holders of Parent Common Stock, (y) allocated among such Persons in such manner as they may agree. If the Board of Directors managing underwriter determines that less than all of the Company determines Registrable Stock proposed to be sold can be included in good faith such offering, then the Registrable Stock that (A) it is included in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or such offering shall be allocated pro rata among the respective holders thereof on the basis of the Company or concerning pending or threatened litigation and (B) disclosure number of shares of Registrable Stock held by each such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementholder.

Demand Registration. (a) On At any date time after March 15, 2001, the Holders end of the Lock-Up Period and at least fifty percent (50%) which time the shelf registration statement required pursuant to Section 5.1 shall not be available for the resale of the Registrable Securities then outstanding (or an Underwritten Offering, including if for any reason the "Initiating Holders") may Company shall be ineligible to maintain or use a shelf registration statement, the Company shall, as promptly as reasonably practicable following the written request in writing of the Stockholder or its Subsidiary for registration under the 1933 Securities Act (a "Demand Registration"). The Demand Registration request shall specify the amount of all or part of the Registrable Securities proposed to be sold(a “Demand Request”), file a registration statement with the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the SEC (a “Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate Statement”) with respect to prepare for the registration resales of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior pursuant to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the Stockholder’s or its Subsidiary’s intended method of disposition distribution thereof or an Underwritten Offering with anticipated aggregate gross proceeds for at least $50 million, and shall, subject to the jurisdictions in which registration is desired. (b) The Company shall terms of this Article V, use its reasonable best efforts to cause any such Demand Registration Statement to become be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof; provided that such Demand Registration Statement shall be filed on (i) Form S-3, if the Company is then S-3 Eligible, or (ii) any other appropriate form under the Securities Act for the type of offering contemplated by the Stockholder or its Subsidiary, if the Company is not later than one hundred twenty (120) days after it receives a request then S-3 Eligible, and provided further, that, to the extent that the Stockholder or any of its Subsidiaries would, in the Company’s reasonable determination, be deemed to be an “underwriter” for purposes of Section 11 under the Securities Act, any registration statement under this Section 3.25.2 shall include disclosure to such effect and any other information deemed reasonably necessary by the Company to comply with the rules and regulations of the SEC in connection therewith, it being understood that the Company shall only be required to register such amount of Registrable Securities as it reasonably determines would be permitted in accordance with such rules and regulations. A registration requested pursuant to this Section 3.2 Each Demand Request shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of specify the Registrable Securities proposed to be registered registered, their aggregate amount, and the intended method or methods of distribution thereof. The Stockholder agrees to provide the Company with such information in connection with a Demand Request as may be reasonably requested by the Initiating Holders so elect, the offering of such Registrable Securities pursuant Company to facilitate such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgmentRequest. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (a) On If, at any time commencing six (6) months after the date after March 15, 2001of consummation of the Initial Public Offering, the Holders Company shall receive a written request from Oak Hill (the “Requesting Stockholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Stockholder’s Registrable Securities (which shall be effected by a shelf registration if so requested by the Requesting Stockholder), and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least fifty percent fifteen (50%15) Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the Other Stockholders holding Registrable Securities and thereupon shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) all Registrable Securities for which the Requesting Stockholder has requested registration under this Section 1.01. (ii) subject to the restrictions set forth in Sections 1.01(f) and 1.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Stockholders that any Stockholders with rights to request registration under Section 1.02 (all such Stockholders, together with the Requesting Stockholders, the “Registering Stockholders”) have requested the Company to register by request received by the Company within ten (10) Business Days after such Stockholders receive the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities so to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Promptly after the expiration of the ten (10) Business Day period referred to in Section 1.01(a)(ii) hereof, the Company shall use its reasonable best efforts will notify all Registering Stockholders of the identities of the other Registering Stockholders and the number of shares of Registrable Securities requested to cause be included therein. At any such Demand Registration time prior to become the effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as date of the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) daysrelating to such registration, the Requesting Stockholders may revoke such request, without liability to any of the other Registering Stockholders, by providing a notice to the Company revoking such request. (c) If Holders Oak Hill shall have an unlimited number of Demand Registrations. (d) The Company shall be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such Registration is effected. (e) A Demand Registration shall not be deemed to have occurred: (i) unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a majority period of at least 120 days (or such shorter period in which all Registrable Securities of the Registering Stockholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or (ii) if the Maximum Offering Size (as defined below) is reduced in accordance with Section 1.01(f) such that less than 50% of the Registrable Securities of the Requesting Stockholders sought to be included in such registration are included. (f) If a Demand Registration involves a Public Offering and the managing underwriter advises the Company and the Requesting Stockholders that, in its view, the number of Company Securities that the Registering Stockholders and the Company propose to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such Company Securities can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Registering Stockholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each); and (ii) second, all Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgmentCompany. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (a) On If, at any date time and during the time after March 15, 2001the Closing Date, the Holders Shelf Registration Statement is not effective or otherwise available, the Investor may request in a written notice to the Company (the “Request”) that the Company effect the registration under the Securities Act of at least fifty percent (50%) some or all of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Registrable Securities proposed to be registered owned by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2Investor; provided, however, that any the Company will not be required to effect more than one registration proceeding begun pursuant to this Section. Following the receipt of a Request, the Company shall, subject to the limitations of this Section 3, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Investor requests to be registered. (b) If the Investor intends to distribute the Registrable Securities covered by its request by means of an underwritten offering, it shall so advise the Company as a part of its request made pursuant to this Section 3.2 that is subsequently withdrawn at 3. In such event, the request right of the Holders Investor to include its Registrable Securities in such registration shall be conditioned upon the Investor’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. The Investor shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Investor (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise the Investor,; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration will not be so counted if such withdrawal is based upon material adverse information relating to reduced unless all other securities of the Company that are entitled by contract or its condition, business, otherwise to be included therein are first entirely excluded from such underwriting and registration. Any Registrable Securities excluded or prospects which is different withdrawn from that generally known to such underwriting shall be withdrawn from the Rights Holders at the time of their requestregistration. (iic) The Notwithstanding the foregoing, the Company may delay the filing or effectiveness of any postpone having a registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 3 declared effective for a reasonable period not to exceed thirty (30) consecutive trading days if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines shall have determined in good faith because of valid business reasons (not including avoidance of the Company’s obligations hereunder), including without limitation the acquisition or divestiture of assets, capital raising activities, pending corporate developments and similar events, that (A) it postponing effectiveness is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors best interests of the Company, it would otherwise be seriously detrimental and prior to postponing the effectiveness the Company provides the Investor with written notice of such postponement, which notice need not specify the nature of the event giving rise to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementpostponement.

Demand Registration. (a) On At any date after March 15time, 2001, the Holders holders of at least fifty percent (50%) a majority of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration under the 1933 Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form S-1 or any successor form thereto (each, a "Demand “Long-Form Registration"”); provided, that the Company may use a Registration Statement on Form S-3 or any successor form thereto if the Company would qualify to use such form within 30 days after the date on which the initial request is given. The Demand Each request for a Long-Form Registration request shall specify the amount number of the Registrable Securities proposed requested to be sold, included in the intended method of disposition thereof and the jurisdictions in which registration is desiredLong-Form Registration. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of any such request, the Company shall give written promptly (but in no event later than 10 days following receipt thereof) deliver notice thereof of such request to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number holders of Registrable Securities who shall then have 10 days from the date such notice is given to notify the Company in writing of their desire to be registeredincluded in such registration. The Company shall prepare and file with (or confidentially submit to) the Commission a Registration Statement on Form S-1 or any successor form thereto covering all of the Registrable Securities that the holders thereof have requested to be included in such Long-Form Registration within 60 days after the date on which the initial request is given and shall use its best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect a Long-Form Registration more than two times for the holders of Registrable Securities as a group; provided, the intended method of disposition thereof that a Registration Statement shall not count as a Long-Form Registration requested under this Section 2(a) unless and until it has become effective and the jurisdictions holders requesting such registration are able to register and sell at least 75% of the Registrable Securities requested to be included in which registration is desiredsuch registration. (b) The Company shall use its reasonable best efforts to qualify and remain qualified to register the offer and sale of securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto. At such time as the Company shall have qualified for the use of a Registration Statement on Form S-3 or any successor form thereto, the holders of Registrable Securities shall have the right to request an unlimited number of registrations under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form S-3 or any similar short-form Registration Statement (each, a “Short-Form Registration” and, collectively with each Long-Form Registration, a “Demand Registration”). Each request for a Short-Form Registration shall specify the number of Registrable Securities requested to be included in the Short-Form Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have 10 days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with (or confidentially submit to) the Commission a Registration Statement on Form S-3 or any successor form thereto covering all of the Registrable Securities that the holders thereof have requested to be included in such Short-Form Registration within 30 days after the date on which the initial request is given and shall use its best efforts to cause any such Demand Registration Statement to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is be declared effective and remains effective for at least ninety (90) daysby the Commission as soon as practicable thereafter. (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any Long-Form Registration within 180 days after the effective date of a previous Long-Form Registration in which holders of Registrable Securities were permitted to register the offer and sale under the Securities Act. The Company may postpone for up to 60 days the filing or effectiveness of a Registration Statement for a Demand Registration if the Board determines in its reasonable good faith judgment that such Demand Registration would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the holders of a majority of the Registrable Securities initiating such Demand Registration shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration under this Section 3.2 except expenses in accordance connection with the following provisions:such registration. The Company may delay a Demand Registration hereunder only twice in any period of 12 consecutive months. (id) If the holders of the Registrable Securities initially requesting a Demand Registration elect to distribute the Registrable Securities covered by their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other holders of Registrable Securities. The holders of a majority of the Registrable Securities initially requesting the Demand Registration shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering; provided, that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld or delayed. (e) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to include in any Demand Registration any securities which are not Registrable Securities held by without the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request prior written consent of the Holders holders of a majority of the Registrable Securities included in such Demand Registration, which consent shall not be so counted if such withdrawal is based upon material adverse information relating to unreasonably withheld or delayed. If a Demand Registration involves an underwritten offering and the managing underwriter of the requested Demand Registration advises the Company or and the holders of Registrable Securities in writing that in its condition, business, or prospects which is different from that generally known to reasonable and good faith opinion the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering number of shares of Common StockStock proposed to be included in the Demand Registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such Demand Registration would adversely affect the price per share of the Common Stock proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration (yi) first, the Board shares of Directors Common Stock that the holders of Registrable Securities propose to sell, and (ii) second, the shares of Common Stock proposed to be included therein by any other Persons (including shares of Common Stock to be sold for the account of the Company and/or other holders of Common Stock) allocated among such Persons in such manner as they may agree. If the managing underwriter determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or less than all of the Company or concerning pending or threatened litigation and (B) disclosure of Registrable Securities proposed to be sold can be included in such information would jeopardize any offering, then the Registrable Securities that are included in such transaction or litigation or otherwise materially harm offering shall be allocated pro rata among the Company, or (z) respective holders thereof on the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President basis of the Company stating that, in the good faith judgment number of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for Registrable Securities owned by each such registration statement to be filed and it is therefore essential to defer the filing of such registration statementholder.

Demand Registration. (ai) On At any date after March 15, 2001, time during the Holders Demand Registration Period upon delivery to the Company by the holder or holders of at least fifty percent 50% of all Warrants and Warrant Shares (50%such percentage determined by aggregating the number of Warrant Shares into which Warrants are then exercisable and the number of Warrant Shares then outstanding) (such holder or holders, the “Initiating Holders”) of a written request (a “Registration Request”) that the Registrable Securities then outstanding (the "Initiating Holders") may request in writing Company effect a registration under the 1933 Securities Act (a "Demand Registration"). The Demand of Registrable Securities, which Registration request Request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities proposed to be registeredsold (which number of Registrable Securities for all such Initiating Holder(s) must aggregate at least 50% of the Warrant Shares as of such date), and the intended method of disposition thereof and thereof, the jurisdictions in which registration is desired.Company will: (bx) The Company promptly (but in any case within 10 days) give written notice of such Registration Request to all other holders of Warrants and to all other holders of Registrable Securities, which holders shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are be entitled to thereunder unless join such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders Registration Request by delivering to the Company within 30 days a notice specifying the number of a majority of the Registrable Securities proposed to be registered by sold and the intended method of disposition thereof, in which case the term “Initiating Holders so elect, Holders” shall include such other holders and the offering of such Registrable Securities pursuant to such Demand Registration Request shall be in the form deemed to cover such holders and such number of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered sold by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter")such holders; provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment.and (dy) The use its best efforts to effect, as expeditiously as practicable, the registration of all Registrable Securities covered by such Registration Request; provided that (A) subject to Section 6(a)(ii) the Company shall not be obligated to effect any a registration under this Section 3.2 except of Registrable Securities pursuant to the Warrants on more than one occasion for Registration Requests from each of the Initial Holders (provided that in accordance the event that notwithstanding its best efforts, the Company is unable to register 100% of the Registrable Securities in connection with such Registration Request by an Initial Holder, such Initial Holder shall be entitled to one additional Registration Request), (B) the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective effect a registration of Registrable Securities pursuant hereto on more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; providedoccasion in any six month period, however, that and (C) notwithstanding any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating provision to the Company or its conditioncontrary herein, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any a registration statement for such Registrable Securities for a period of up to ninety (90) days after 90 days, measured from the date of a request for registration pursuant that the Company receives the applicable Registration Request, by furnishing to this Section 3.2 if (x) at the time each Initiating Holder within 10 Business Days of such request the Company is engaged, or has formal plans to engage within sixty (60) days receipt a certified resolution of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith stating that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be detrimental or otherwise be seriously detrimental disadvantageous to the Company and its investors shareholders for such a registration statement to be filed and it is therefore essential at such time. If the Company furnishes such certified resolution, the Initiating Holders may, in their discretion, elect to defer relieve the filing Company of such its obligation to proceed to effect the requested registration statementof the Registrable Securities upon the expiration of the 90-day period by withdrawing their Registration Request. A Registration Request withdrawn pursuant to the previous sentence shall not be counted as a Registration Request for purposes hereof.

Demand Registration. (a) On Upon receipt of a Notice from any date Holder at any time after March 15, 2001the 180th day after the Closing Date, the Holders of at least fifty percent Company shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (50%each, a “Registration Statement”) providing for the resale of the Registrable Securities then outstanding (identified in such Notice, which may, at the "Initiating Holders") may request in writing registration under option of the 1933 Act (Holder giving such Notice, be a "Demand Registration"). The Demand Registration request shall specify Statement that provides for the amount resale of the Registrable Securities proposed from time to be sold, time pursuant to Rule 415 under the intended method of disposition thereof and Securities Act. The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the jurisdictions in which registration is desired. Upon the receipt initial filing of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate Statement and to prepare remain effective and available for the registration resale of the Registrable Securities by the Selling Holders named therein until the earlier of (i) six months following such Registration Statement’s effective date and (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold. In the event one or more Holders request in a Notice to be registered. Within fifteen (15) days after dispose of a number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30 million in the receipt of such requestaggregate pursuant to a Registration Statement in an Underwritten Offering, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders retain underwriters that are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant reasonably acceptable to such Demand Registration shall be Selling Holders in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the order to permit such Selling Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2such disposition through an Underwritten Offering; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish have the exclusive right to select the bookrunning managers. The Company and such Selling Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, shall enter into an underwriting agreement in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental customary form that is reasonably acceptable to the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its investors for such registration statement to be filed Registrable Securities covered by the Registration Statement on the terms and it is therefore essential to defer conditions of the filing underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such registration statementunderwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Company and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be reduced on a Pro Rata basis to the aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Company and the managing underwriter; provided such notice is delivered prior to the launch of such Underwritten Offering.

Demand Registration. (a) On Upon receipt of a Notice from any date after March 15, 2001Holder, the Holders of at least fifty percent Partnership shall file with the Commission as promptly as reasonably practicable a registration statement under the Securities Act (50%each, a “Registration Statement”) providing for the resale of the Registrable Securities then outstanding (identified in such Notice, which may, at the "Initiating Holders") may request in writing registration under option of the 1933 Act (Holder giving such Notice, be a "Demand Registration"). The Demand Registration request shall specify Statement that provides for the amount resale of the Registrable Securities proposed from time to be sold, time pursuant to Rule 415 under the intended method of disposition thereof and Securities Act. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the jurisdictions in which registration is desired. Upon the receipt initial filing of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate Statement and to prepare remain effective and available for the registration resale of the Registrable Securities to be registered. Within fifteen by the Selling Holders named therein until the earlier of (15i) days after six months following such Registration Statement’s effective date and (ii) the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration date on which all Registrable Securities held covered by such Registration Statement have been sold. In the event one or more Holders request in a Holder from whom the Company has received Notice to dispose of a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities that such Holder or Holders reasonably anticipates will result in gross proceeds of at least $30 million in the aggregate pursuant to be registereda Registration Statement in an Underwritten Offering, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company Partnership shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders retain underwriters that are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant reasonably acceptable to such Demand Registration shall be Selling Holders in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the order to permit such Selling Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2such disposition through an Underwritten Offering; provided, however, that any registration proceeding begun pursuant the Partnership shall have the exclusive right to this Section 3.2 select the bookrunning managers. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is subsequently withdrawn at reasonably acceptable to the request Partnership and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the Holders underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall not be so counted if such withdrawal is based upon material adverse information relating reduced on a Pro Rata basis to the Company or its condition, business, or prospects which is different aggregate amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from that generally known such Underwritten Offering by notice to the Rights Holders at Partnership and the time of their request. (ii) The Company may delay managing underwriter; provided, such notice is delivered prior to the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time launch of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementUnderwritten Offering.

Demand Registration. A. CapGen shall have the right, by written notice (athe “Demand Notice”) On given to the Company, to request, at any date after March 15time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of CapGen’s Registrable Securities is or are not existing and effective, 2001, that the Holders Company register under and in accordance with the provisions of at least fifty percent (50%) the Securities Act all or any portion of the Registrable Securities then outstanding (designated by CapGen. Upon receipt of a Demand Notice pursuant to the "Initiating Holders") may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount corresponding provisions of the Registrable Securities proposed Anchor Investment Agreement or from CapGen pursuant to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration requestthis Section 3.14, the Company shall promptly shall take (and in any event within ten (10) Business Days from the date of receipt of such steps as are necessary Demand Notice), notify CapGen or appropriate to prepare for the registration Anchor Investors of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such requestDemand Notice and allow such other Persons in the proposed registration by submitting their own Demand Notice(s). The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall give written notice thereof thereafter use its best efforts to all other Holders cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and include in such registration all Registrable Securities held sale as shall be selected by a Holder from whom the Company has received a written request for inclusion therein at least ten and as shall be reasonably acceptable to CapGen and the Anchor Investors having given Demand Notice registering Registrable Securities, in accordance with the intended method or methods of distribution (10) days prior to the filing which may be by an underwritten offering), of the registration statement. Each such request will also specify the total number of Registrable Securities to be registered, specified by the intended method of disposition thereof and the jurisdictions Holders in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty Notice (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one “Demand Registration Statement”). If CapGen intends to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the distribute any Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form means of an underwritten offering, it shall promptly so advise the Holders holding a majority Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution of the Registrable Securities proposed to being sold only by CapGen shall be registered selected by CapGen. Otherwise, the Initiating Holders underwriters shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be mutually acceptable to CapGen and the Company in its reasonable judgment. (d) The Company shall not be obligated Anchor Investors who propose to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to sell Registrable Securities held by the Holders initiated pursuant to this Section 3.2; providedin such underwritten offering. Any Demand Registration Statement may, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not submitting the Demand Notice, be so counted a “shelf” registration pursuant to Rule 415, if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestavailable. (ii) B. The Company may delay shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the filing or effectiveness resale of any registration statement the Registrable Securities covered thereby for a period of up to ninety one hundred eighty (90180) days after from the date of a request for registration on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.2 if (x) at the 3.14(a)(2)(B). The time of such request period for which the Company is engaged, or has formal plans required to engage within sixty (60) maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of the time of all suspension periods pursuant to Section 3.14(d) occurring with respect to such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Demand Registration Statement. C. The Company shall furnish be entitled to suspend the Holders a certificate signed by use of any effective Registration Statement under this Section 3.14(a)(2) under the Chief Executive Officer or President circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the Company stating that, in rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementEffectiveness Deadline.

Demand Registration. (a) On Initiating Holders shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any date after March 15time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Holder’s Registrable Securities is or are not existing and effective, 2001, that the Holders Company register under and in accordance with the provisions of at least fifty percent (50%) the Securities Act all or any portion of the Registrable Securities then outstanding (the "designated by such Initiating Holders") may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the a Demand Registration requestNotice, the Company shall promptly shall take (and in any event within ten (10) business days from the date of receipt of such steps as are necessary or appropriate to prepare for Demand Notice), notify each Holder (other than the registration Initiating Holders) of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, Demand Notice and allow such other Holder the Company shall give written notice thereof opportunity to all other Holders and include in such registration all Registrable Securities held by a Holder from whom such Holders in the proposed registration by submitting its own written notice to the Company has received a written request for inclusion therein at least within ten (10) business days prior of receipt of the Company notice to such other Holder. The Company, within forty-five (45) days of the date on which the Company receives the Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the filing Holders registering Registrable Securities, in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the registration statement. Each such request will also specify the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Holders registering Registrable Securities intend to be registereddistribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the intended method of disposition thereof Company and the jurisdictions Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3. The managing underwriters in which any such distribution shall be mutually acceptable to the Company and the Holders registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration is desiredpursuant to Rule 415, if available. (b) The Company shall use its reasonable best efforts to cause any such keep each Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested Statement filed pursuant to this Section 3.2 shall not count as 1.2 continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 1.2(b). The time period for which the Holders are entitled Company is required to thereunder unless maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 4 occurring with respect to such registration statement is declared effective and remains effective for at least ninety (90) daysDemand Registration Statement. (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated entitled to effect suspend the use of any registration effective Registration Statement under this Section 3.2 except 1.2 under the circumstances set forth in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request4. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (a) On any date after March 15As promptly as practicable following written demand from the Administrative Agent following the occurrence of an Event of Default (as defined in the Credit Agreement), 2001, the Holders of at least fifty percent but in no event later than thirty (50%) of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (1530) days after the following receipt of such requestdemand, the Company Partnership shall give written notice thereof to all other Holders and include in such file with the Commission a registration statement under the Securities Act providing for the resale of all Registrable Securities held by a Holder from whom (the Company has received a written request for inclusion therein at least ten (10) days prior to “Shelf Registration Statement”), including the filing of the registration statement. Each such request will also specify the number of Registrable Securities prospectus to be registered, used in connection therewith. The Shelf Registration Statement shall be filed on Form S-3 pursuant to Rule 415 under the intended method of disposition thereof and Securities Act or any successor form or rule thereto. No other Person shall be permitted to offer securities under the jurisdictions Shelf Registration Statement unless the Administrative Agent consents in which registration is desired. (b) writing. The Company Partnership shall use its reasonable best efforts to cause any such Demand the Shelf Registration Statement to become effective not later than one hundred twenty (120) days after as promptly as practicable and to remain effective to the extent necessary to ensure that it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as is available for the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders resale of a majority of the all Registrable Securities proposed until all Registrable Securities covered by such Shelf Registration Statement have ceased to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"“Effectiveness Period”); provided, that the Approved Underwriter shall, in . In connection with any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if 2.1, the Partnership shall (x) at promptly prepare and file such documents as may be necessary to register or qualify the time Registrable Securities subject to such registration under the securities laws of such request states as such Holder shall reasonably request, and do any and all other acts and things that may reasonably be necessary or advisable to enable the Company is engaged, or has formal plans Holder to engage within sixty (60) days of the time consummate a public sale of such request, Registrable Securities in an underwritten public offering of shares of Common Stock, such states and (y) promptly prepare and file such documents as may be necessary to apply for listing or to list the Board Registrable Securities subject to such registration on such national securities exchange as the Registrable Securities are then listed or admitted for trading. Except as set forth herein, all Registration Expenses shall be paid by the Partnership, without reimbursement by the Holder. (b) Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to the Administrative Agent, suspend the Selling Holders’ use of Directors any prospectus which is a part of the Company Shelf Registration Statement (in which event each such Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Shelf Registration Statement but such Selling Holder may settle any contracted sales of Registrable Securities), if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf Registration Statement or (Aii) it is in possession of material, the Partnership has experienced some other material non-public information concerning an acquisitionevent, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of which at such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating thattime, in the good faith judgment of the Board Partnership, would materially adversely affect the Partnership; provided, however, in no event shall such Selling Holders be suspended under this Section 2.1(b) from selling Registrable Securities pursuant to the Shelf Registration Statement for a period that exceeds an aggregate of Directors 30 days in any 90-day period or 90 days in any 365-day period. Upon public disclosure of the Companyevents described in clauses (i) or (ii) above or the termination of such condition(s), it would otherwise be seriously detrimental the Partnership shall (A) provide prompt written notice of the same to the Company Administrative Agent instructing the Administrative Agent that sales of Registrable Securities are permitted and its investors for (B) take such registration statement other actions to be filed and it is therefore essential to defer the filing permit sales of such registration statementRegistrable Securities as contemplated in this Agreement.

Demand Registration. (ai) On At any date time after March 15, 2001, the Holders of at least fifty percent (50%) expiration of the Lock-Up Period, any Holder(s) shall have the option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities then outstanding (on the "Initiating Holders") terms and conditions specified in the Demand Notice, which may request in writing registration under the 1933 Act include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a "“Demand Registration"”). The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder(s) intend to include in such Demand Registration request and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall specify the amount of Company be required to effectuate a Demand Registration unless the Registrable Securities proposed of the Initiating Holder(s) and their respective Affiliates to be soldincluded therein have an aggregate value, based on the intended method VWAP as of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt date of the Demand Notice, of at least $50 million (the “Minimum Amount”). (ii) Within five Business Days (or if the Registration request, the Company promptly shall take such steps as are necessary Statement will be a Shelf Registration Statement or appropriate relates to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15an Overnight Underwritten Offering or “bought deal,” within two Business Days) days after the receipt of such requesta Demand Notice, the Company shall give written notice thereof of such Demand Notice to all other Holders and, within 60 Business Days after the receipt of the Demand Notice (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, within 45 days thereof), the Company shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and include conditions of, and the intended timing and method of disposition described in, the Demand Notice, which Registration Statement shall cover all of the Registrable Securities that the Holders shall in writing request to be included in the Demand Registration (such registration request to be given to the Company within three Business Days after receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(ii)). The Company will use commercially reasonable efforts to cause such Registration Statement to become and remain effective as soon as reasonably practicable after the filing thereof under the Securities Act until the earlier of (A) 180 days (or three years if a Shelf Registration Statement is requested) after the Effective Date of such Registration Statement or (B) the date on which all Registrable Securities held covered by such Registration Statement have been sold or otherwise disposed of or such Shares are no longer Registrable Securities (the “Effectiveness Period”); provided, however, that such period shall be extended for a Holder period of time equal to the period the Holders refrain from whom selling any securities included in such Registration Statement at the request of an underwriter of the Company has received a written request for inclusion therein at least ten or the Company pursuant to this Agreement. (10iii) days prior Subject to the filing other limitations contained in this Agreement, the Company is not obligated hereunder to (A) file any Registration Statement pursuant to a Demand Registration within 90 days after the closing of a Requested Underwritten Offering, unless as a result of Section 2(d), the Requested Underwritten Offering includes less than (the “Requested Underwritten Offering Minimum Condition”) the lesser of (1) Registrable Securities of the registration statement. Each such request will also specify Initiating Holder(s) having an aggregate value, based on the VWAP as of the effective date of the related Registration Statement, of $50 million, and (2) two-thirds of the number of Registrable Securities the Initiating Holder(s) set forth in the applicable Underwritten Offering Notice, or (B) effect a subsequent Demand Registration pursuant to be registered, a Demand Notice if a Registration Statement covering all of the Registrable Securities held by the Initiating Holder(s) shall have become and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of disposition distribution thereof and specified in the jurisdictions Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for its entire Effectiveness Period, in which registration is desiredcase the Initiating Holder(s) shall be entitled to an additional Demand Registration in lieu thereof. (biv) A Holder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of a notice from an Initiating Holder that such Initiating Holder is withdrawing all of its Registrable Securities from the Demand Registration or a notice from a Holder to the effect that the Holder is withdrawing an amount of its Registrable Securities such that the remaining amount of Registrable Securities to be included in the Demand Registration is below the Minimum Amount, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration nonetheless shall be deemed a Demand Registration with respect to an Initiating Holder for purposes of Section 2(a)(iii) unless (A) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities such Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (B) the withdrawal is made following the occurrence of a Material Adverse Change or pursuant to the Company’s request for suspension pursuant to Section 3(o). (v) The Company shall use its reasonable best efforts to cause may include in any such Demand Registration other Company Securities for sale for its own account or for the account of any other Person, subject to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days2(d). (cvi) If Holders Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of a majority the Commission (A) as shall be selected by the Company and (B) as shall permit the disposition of the Registrable Securities proposed in accordance with the intended method or methods of disposition specified in the Demand Notice; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (vii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be registered prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Initiating Holders so electto enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (viii) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the offering of Company shall amend or supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Demand Registration Statement; provided that in no event shall the Company be in the form of required to file a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable post-effective amendment to the Company in its reasonable judgment. Registration Statement unless (dA) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to such Registration Statement includes only Registrable Securities held by the Holders initiated pursuant to this Section 3.2; providedHolder, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request Affiliates of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company Holder or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days transferees of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization Holder or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to has received written consent therefor from a Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holders a certificate signed by the Chief Executive Officer or President Holder, Affiliates of the Company stating that, in the good faith judgment Holder or transferees of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementHolder.

Demand Registration. At any time and from time to time on or after the date of this Agreement, ▇▇▇▇▇▇, on behalf of the ▇▇▇▇▇▇ Shareholders, may request in writing (a“Request”) On any date after March 15, 2001, that New Mylan register under the Holders of at least fifty percent (50%) Securities Act all or part of the Registrable Securities then outstanding that are Beneficially Owned by the ▇▇▇▇▇▇ Shareholders or their Affiliates (the "Initiating Holders"a) may request in writing registration under the 1933 Act on a Registration Statement on Form S-3 or other available form (a "“Demand Registration"”) or (b) on a Shelf Registration Statement covering any Registrable Securities (or otherwise designating an existing Shelf Registration Statement with the SEC to cover the Registrable Securities) (a “Shelf Registration”). The Demand Registration request shall specify Any such Request may involve (i) a registered offering by the amount ▇▇▇▇▇▇ Shareholders of ▇▇▇▇▇▇ securities that entitle the holders thereof to receive all or a portion of the Registrable Securities proposed Beneficially Owned by the ▇▇▇▇▇▇ Shareholders (or the cash value thereof) or (ii) a Hedging Arrangement in which the counterparty to one or more ▇▇▇▇▇▇ Shareholders uses the Shelf Registration Statement to effect short sales of Registrable Securities; provided that the consent of New Mylan shall be required in connection with any Request pursuant to clause (ii) above, such consent not to be soldunreasonably withheld, the intended method delayed or conditioned. ▇▇▇▇▇▇ shall be entitled to make no more than seven (7) Requests, and each such Request shall be to register an amount of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt having an aggregate value of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days $200,000,000. Any requested registrations by ▇▇▇▇▇▇ prior to the filing date of this Agreement pursuant to Section 7.24(b) of the registration statementBusiness Transfer Agreement shall be deemed to be Demand Registrations or Shelf Registrations, as applicable, under this Agreement, including being taken into account in determining the foregoing permitted number of Requests, and each of the ▇▇▇▇▇▇ Shareholders and New Mylan shall have all rights and obligations under this Agreement with respect to such registrations as if such registrations had been requested under this Agreement. New Mylan shall not be obligated to effect a Demand Registration during the sixty (60) calendar day period following the effective date of a Registration Statement pursuant to any other Demand Registration. Each such request will also Request pursuant to this Section 6.1 shall be in writing and shall specify the number of Registrable Securities requested to be registered, registered and the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering distribution of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgmentSecurities. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (a) On If at any time after the date after March 15, 2001, of this Agreement the Holders Company receives a request from a Holder of at least fifty percent (50%) Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration under the 1933 Act held by such Holder (a "“Demand Registration"Notice”). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, then the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15i) within five (5) days after the receipt of such requestdate it receives the Demand Notice, the Company shall give written notice thereof to all other Holders and include (ii) as soon as reasonably practicable, but in such registration no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities held of the Holder that provided the Demand Notice and any additional Registrable Securities requested by a the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from whom the Company has received a written request for inclusion therein at least ten pursuant to clause (10) days prior to the filing of the registration statement. Each i); provided that such request will also specify the number of Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be registered, made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the intended method Commission upon a review of disposition thereof and such Registration Statement) the jurisdictions in which registration is desired. (b) “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause any such Demand the Registration Statement to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is be declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of under the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act Act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shallsoon as practicable but, in any caseevent, be acceptable to no later than the Company in its reasonable judgment. (d) The Company Effectiveness Date, and shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”). (b) If for any reason the Commission does not permit all of the Registrable Securities requested by a Holder to be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any such Registrable Securities are not permitted by the Commission to be included on a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which such filing may be made, an additional Registration Statement covering the resale of all of the Registrable Securities requested by Holder not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis at the market pursuant to Rule 415 or otherwise as may be acceptable to a Holder whose Registrable Securities were not registered for resale. Each such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement effective under the Securities Act during the entire Effectiveness Period. (c) If: (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby is not filed by the Company with the Commission on or prior to the Filing Date (or the applicable filing date if the Registration Statement is not the initial Registration Statement required to be filed under Section 2(a)), (ii) a Registration Statement covering all of the Registrable Securities is not declared effective by the Commission on or prior to its required Effectiveness Date (it being understood that if the Company shall not have filed a “final” prospectus for the Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(f) below (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have satisfied this clause (ii)), (iii) the Company fails to file a request for the acceleration of the Effectiveness Date of the applicable Registration Statement as required by Section 3(c), (iv) there is a suspension or delisting of the Company’s Common Stock (or the Company fails to timely list all the Registrable Securities) on its principal trading market or exchange, (v) after its Effective Date, other than during an Allowable Grace Period (as defined below), such Registration Statement ceases to be effective and available for use by the Holders as to any Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for up to no more than 3 consecutive Trading Days (or 20 Trading Days in any 12 month period in the aggregate) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i)-(iv), on the date on which such Event occurs, or for purposes of clause (v), the date on which the Allowable Grace Period or other specified period is exceeded, being referred to as “Event Date”), then, in addition to any other rights available to the Holders under this Agreement or under applicable law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as partial damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement; and (y) on each 30-day anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. The partial damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding the foregoing, in no event shall the partial damages under this Section 2(d) exceed an amount equal to 20% of the aggregate Investment Amounts. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the Commission (the “Staff”) or the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Staff or the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Purchase Agreement and in the event of any reduction pursuant to this paragraph, no Holder shall have any claim against the Company as a result of such reduction and any Event or other delay or breach of this Agreement occurring primarily due to such action by the Staff or the Commission and any such relating reduction shall not require the Company to pay any partial damages pursuant to Section 2(d) hereof or otherwise provide the basis for any claim by any Holder against the Company pursuant to the Transaction Documents (it being understood that the foregoing does not constitute a waiver of Section 3.2(f) of the Securities Purchase Agreement by any Holder or the obligations of the Company under this paragraph and elsewhere in relation thereto). In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Holder shall have the right to require, upon delivery of a written request to the Company signed by the Holder, the Company to file a registration statement within 30 days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the Commission) for re-sale by such Holder in a manner acceptable to such Holder, and the Company shall following such request cause to become be and keep effective more than one such registration statement with respect to in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holders initiated such Holder have been registered pursuant to this Section 3.2; provided, however, that any registration proceeding begun an effective Registration Statement in a manner acceptable to such Holder or (ii) the Registrable Securities may be resold by such Holder without restriction (including volume limitations) pursuant to this Section 3.2 that is subsequently withdrawn at the request Rule 144(b)(i) of the Holders shall Securities Act (taking account of any Staff position with respect to “affiliate” status) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to Holder as to all Registrable Securities held by such Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be so counted if exercised by a Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the re-sale thereof by such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestHolder as contemplated above). (iie) The Company may delay In the filing or effectiveness of any event that Form S-1 is not available for the registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time resale of such requestRegistrable Securities hereunder, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish use reasonable best efforts to (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Holders and (ii) undertake to register the Registrable Securities on Form S-1 as soon as such form is available, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a certificate signed Registration Statement on Form S-1 covering the Registrable Securities has been declared effective by the Chief Executive Officer or President Commission. In the event the Company becomes eligible to register the Registrable Securities on Form S-3, the Company shall use reasonable best efforts to promptly register the Registrable Securities on Form S-3, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Company stating thatRegistration Statement(s) then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) By 5:30 p.m. on the Trading Day immediately following the Effective Date of each Registration Statement, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be filed and it is therefore essential used in connection with sales pursuant to defer the filing of such registration statementRegistration Statement.

Demand Registration. (a) On At any date after March 15time at least one hundred eighty (180) days following the Distribution, 2001either of the Stockholders may, the Holders submit a Registration Request for Demand Registration covering all or part of his Registerable Shares, which request must request registration of at least fifty percent the Minimum Amount. The Registration Request shall state the number of Registerable Shares to be registered and the intended plan of distribution thereof. uBid shall be obligated to register Registerable Shares pursuant to this Section 2 on a total of only two (50%2) occasions. A request withdrawn pursuant to Subsection 2(c) hereof or deemed to be a Piggyback Registration pursuant to Subsection 2(d) hereof shall be ignored for this purpose. uBid shall be deemed to have satisfied its obligation under this Section 2 with respect to a Registration Request if a registration statement filed pursuant to a Registration Request becomes effective under the Act and remains effective for the period required hereby, or if the failure of such a registration statement to become or remain effective results primarily from any action or inaction of either or both of the Registrable Securities then outstanding (Stockholders. Subject to the "Initiating Holders") may request in writing conditions and limitations of Section 4 hereof, uBid will use its best efforts to file a registration statement under the 1933 Act registering the Registerable Shares covered by a Registration Request within forty-five (a "Demand Registration"). 45) days after it receives such Registration Request unless such Registration Request is withdrawn as permitted by Subsection 2(c) hereof. (b) The right to Demand Registration request shall specify is subject to the amount procedures in Section 4 hereof and the following additional conditions and limitations: (i) Any individual Stockholder joining a Registration Request may withdraw such Stockholder's Registerable Shares from the Registration Request at any time prior to the time the registration statement becomes effective, provided that uBid may ignore a notice of withdrawal made within 24 hours of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for time the registration statement becomes effective. Following such a withdrawal, uBid shall not take any further action to register the withdrawn Registerable Shares, and shall not be obligated to register any Registerable Shares if the number of non-withdrawn Registerable Shares is less than the Registrable Securities to be registeredMinimum Amount. Within However, except as otherwise provided in Subsection 2(c) or (d) hereof, a Registration Request, once made, shall count as having been made for purposes of Subsection 2(a), unless it is withdrawn by all Stockholders making such request within fifteen (15) days after having been made or it is withdrawn before uBid devotes any significant efforts to the receipt preparation of the registration statement. (ii) Unless otherwise agreed to by uBid, any Demand Registration must relate to a firm commitment underwriting for which the managing underwriter shall be reasonably satisfactory to uBid (such requestsatisfaction not to be withheld unreasonably) or a non-underwritten offering on a "shelf" basis in accordance with Rule 415 under the Act. (iii) uBid shall be permitted to use any registration form available to it for the registration of Registerable Shares, and shall not be obligated to include in the Company prospectus any information that may be incorporated by reference or that is not required to be included therein by the applicable registration form. (iv) No Registration Request may be made by a Stockholder if the amount of shares proposed to be sold could be sold by such Stockholder without limitation under Rule 144 under the Act. (c) Notwithstanding the foregoing, if uBid is aware at the time it receives a Registration Request that a registered public sale of Shares is being contemplated or is in the process of being prepared (except as provided in Section 7 hereof), it will notify the Stockholders of the relevant facts, and any Stockholder who joined such Registration Request shall give have the right to withdraw the request by written notice thereof given to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least uBid within ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registeredafter uBid's notice under this Subsection 2(c), the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts case such Registration Request will be deemed not to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective have been made for at least ninety (90) days. (c) If Holders purposes of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"Subsection 2(a); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to For an additional ninety (90) days after following the date on which the Stockholders may first submit a Registration Request for Demand Registration, uBid will be entitled to include Shares in any Demand Registration and to reduce the number of Shares to be sold by the Stockholders thereunder to a request for registration pursuant to this Section 3.2 if (x) at the time minimum of such request the Company is engaged20%, or has formal plans to engage within sixty (60) days collectively, of the time total offering plus any underwriters' over-allotment option. If, as a result of this cutback procedure, the number of Shares sold by uBid in such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors constitutes more than one-half of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, total shares sold in the good faith judgment offering, the registration would be treated as a Piggyback Registration under Section 3 below, and a Registration Request will be deemed not to have been made for purposes of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementSubsection 2(a) hereof.

Demand Registration. (a) On If an Investor wishes to distribute any date after March 15, 2001, the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding (by means of an underwritten offering, it shall promptly so advise the "Initiating Holders"Company and the Company shall take all steps necessary to facilitate such distribution, including the actions required by this Section 6. The lead underwriter to administer the offering in connection with any Demand Registration will be mutually acceptable to the Investors participating in the registration. Any registration requested by an Investor or Investors or Holders pursuant to this Section 6(c) may request is referred to in writing registration under the 1933 Act (this Agreement as a "“Demand Registration").” The Company is not required to complete more than (i) two underwritten offerings with respect to each Investor and its permitted transferees and assigns and (ii) one underwritten offering for all Investors during any period of twelve consecutive months. The Whenever the Company receives a request for Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration requesthereunder, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall will give prompt written notice thereof to all other Holders each Investor of its intention to effect such a registration (but in no event less than ten days prior to the anticipated filing date) and will include in such registration all Registrable Securities held by a Holder from whom with respect to which the Company has received written requests for inclusion from Investors therein within ten business days after the date of the Company’s notice. Any such person that has made such a written request for inclusion therein at least ten (10) days may withdraw its Registrable Securities from such underwritten offering by giving written notice to the Company and the managing underwriter, if any, on or before the fifth business day prior to the filing planned effective date of such underwritten offering. If the managing underwriter(s) of such underwritten offering advises the Investors that in its reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Investors will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the registration statement. Each such request offering (including an adverse effect on the per share offering price), which securities will also specify be so included on a pro rata basis by each Investor in proportion to the aggregate number of Registrable Securities held by such Investor on the date that such request for Demand Registration was made. Anything to be registeredthe contrary in this Section 6(c) notwithstanding, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with a Demand Registration for aggregate gross proceeds of less than $25,000,000 (the following provisions: (i) The Company “Minimum Threshold”); provided that the Minimum Threshold shall not be obligated apply to use an Investor proposing to sell all of its reasonable best efforts to file and cause to become effective more than one registration statement with respect to remaining Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (ai) On any date after March 15, 2001In connection with and following the issuance of the Purchased Securities pursuant to the Purchase Agreement, the Holders Holder that holds Registrable Securities shall have the option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of at least fifty percent (50%) and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities then outstanding (on the "Initiating Holders") terms and conditions specified in the Demand Notice, which may request in writing registration under the 1933 Act include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a "“Demand Registration"”); provided, however, that in no event shall any eligible Holder be entitled to exercise more than two Demand Registrations for its Registrable Securities. The Demand Registration request shall specify Notice must set forth the amount name and address of the Initiating Holder, the number of Registrable Securities proposed that the Initiating Holder intends to be sold, include in such Demand Registration and the intended method methods of disposition thereof and thereof. Notwithstanding anything to the jurisdictions contrary herein, in which registration is desired. Upon no event shall the Company be required to effectuate a Demand Registration for Registrable Securities representing an Equity Percentage of less than 5% (the “Minimum Amount”). (ii) Within five Business Days of the receipt of the Demand Registration requestNotice, the Company promptly shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice, which Registration Statement shall take such steps as are necessary or appropriate to prepare for the registration cover all of the Registrable Securities to be registeredincluded in the Demand Registration. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its commercially reasonable best efforts to cause such Registration Statement to be declared and remain effective under the Securities Act until the earlier of (A) 180 days (or two years if a Shelf Registration Statement is requested) after the Effective Date or (B) the date on which all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the Holder is required to refrain from selling any securities included in such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a Statement at the request under this Section 3.2. A registration requested of an underwriter of the Company or the Company pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) daysAgreement or an underwriters’ lock-up agreement. (ciii) If Holders Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration within 180 days of the closing of any Underwritten Offering or such longer period of time as may be set in the underwriters’ lock-up agreement for the Underwritten Offering (provided such Underwritten Offering is completed), (B) a majority subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities proposed held by the Holder providing such Demand Notice shall have become effective under the Securities Act and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice or (C) more than one Demand Registration or Underwritten Offering every 180 days. No Demand Registration shall be registered deemed to have occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to Section 2(a)(ii), in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. (iv) An Initiating Holder and any other Holder that has requested its Registrable Securities be included in a Demand Registration may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon delivery of a notice by the Initiating Holders so electHolder to the effect that the Initiating Holder is withdrawing all or an amount such that the remaining amount is below the Minimum Amount of its Registrable Securities to be included in a Demand Registration, the Company may, at its option, cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration shall be deemed a Demand Registration unless (i) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all commercially reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities the Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (ii) the withdrawal is made (A) following the occurrence of a Material Adverse Change or (B) because the Registration would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential. (v) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of the Commission (x) as shall be selected by the Company and (y) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the Holder’s requests for such registration; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and the Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as soon as reasonably practicable as may be necessary in order to enable such offering to take place. (vi) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Holder shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be commercially reasonably necessary or appropriate or reasonably requested by the Holder to enable the Holder to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (vii) In the event the Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of the Holder, the Company shall amend or supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Demand Registration Statement; provided that in no event shall the Company be in the form of required to file a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable post-effective amendment to the Company in its reasonable judgment. Registration Statement unless (dA) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to such Registration Statement includes only Registrable Securities held by the Holders initiated pursuant to this Section 3.2; providedHolder, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request Affiliates of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to Holder or transferees of the Holder, (B) the Company has received written consent therefor from whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or its condition, business, or prospects which is different from that generally known to transferees of the Rights Holders at the time of their request. Holder and (iiC) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engagedreceives a written request from the subsequent transferee, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of requesting that its shares of Common StockStock be included in the Registration Statement, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public with all information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction reasonably requested by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (a) On any date after March 15, 2001, the Holders of at least fifty percent (50%) The holders of the Registrable Securities then outstanding (the "Initiating Holders") Shares, at any time, may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, require the Company promptly shall take such steps as are necessary or appropriate to prepare for effect the registration of the Registrable Securities Shares. The right to request registration under this Section 10.2 may be registeredexercised on two (2) separate occasions, only unless such request is withdrawn in accordance with the terms hereof. Within fifteen The two (152) days after rights granted hereunder are distinct and separate from any other rights to request registration which have been granted to any other Person. A shelf registration may be demanded pursuant to this Section 10.2. These demand registration rights may only be exercised if the receipt holders of such requesta majority of Conversion Stock (whether or not the Conversion Stock have been issued) (the "Majority Holders") provided, however, that if Tennessee Farmers holds any Registrable Shares, the Company Majority Holders must include Tennessee Farmers, shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received to the effect that holders of Notes or Conversion Stock intend to (i) transfer all or any part of the Conversion Stock or (ii) exercise all or any part of the Note and transfer all or any part of the Conversion Stock under such circumstances that a written request for inclusion therein at least public distribution (within the meaning of the Securities Act) of the Conversion Stock will be involved, then the Company (A) within ten (10) days prior after receipt of such notice shall give written notice of the proposed registration pursuant to this Section 10.2 to the filing other holders of Notes and Conversion Stock and (B) within thirty (30) days after receipt of such notice from the Majority Holders, shall file a registration statementstatement pursuant to the Securities Act to the end that all Conversion Stock the holders of which requested registration thereof either pursuant to the original notice from the Majority Holders given pursuant to this sentence or by written notice given to the Company during such 30-day period, may be sold under the Securities Act as promptly as is practicable thereafter. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its commercially reasonable best efforts to cause any such Demand Registration registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant and to this Section 3.2 shall not count as keep the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective prospectus included therein current for at least ninety (90) 135 days. (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that such holders shall furnish the Company with such appropriate information as is required in connection with such registration as the Company may reasonably request in writing. If the managing underwriter for any registration proceeding begun offering made pursuant to this Section 3.2 that is subsequently withdrawn at 10.2 (who shall be selected by the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating Majority Holders, subject to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors consent of the Company, which shall not be unreasonably withheld) advises the Company in writing that, in its opinion, the inclusion of all of the Conversion Stock requested to be included in such registration by the holders of Notes and Conversion Stock would materially adversely affect the distribution of all such securities, then there shall be included in such registration shares of the holders of Notes or Conversion Stock pro rata based on the number of shares originally proposed to be registered by each holder of Notes or Conversion Stock and no other Common Shares shall be included in such registration. A registration will not count as a demand registration under this Section 10.2 until it would otherwise has become effective and the holders of the Warrants or Conversion Stock participating in the demand registration are able to register and sell at least 90% of the Conversion Stock originally requested to be seriously detrimental included in such registration. The Company agrees to enter into an underwriting agreement in customary form with the managing underwriter. Such underwriting agreement will contain such representations and warranties by the Company and its investors for such registration statement other terms and provisions as are customarily contained in underwriting agreements with respect to be filed secondary distributions, including, without limitation, indemnities and it is therefore essential to defer the filing of such registration statementcontribution.

Demand Registration. (a) On At any time after the date after March 15hereof, 2001, the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding (the "Initiating Holders") Oaktree may request in writing make a written demand for registration under the 1933 Securities Act of all or part of their Registrable Securities (a "“Demand Registration"”). The ; any Demand Registration request shall specify the amount number of the shares of Registrable Securities proposed to be soldsold and the intended method(s) of distribution thereof (each stockholder making a Demand Registration is referred to herein individually as a “Demanding Stockholder” and, collectively, the intended method of disposition thereof “Demanding Stockholders”). As soon as practicable, and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) any event within 60 days after the receipt of such request, the Company shall give written notice thereof use its reasonable best efforts to all other Holders and include in such file a Registration Statement to effect the registration all under the Securities Act of the Registrable Securities held by a Holder from whom which the Company has received a written request for inclusion therein at least ten (10) days prior been requested to register by the filing of the registration statementDemanding Stockholders. Each Registration Statement prepared at the request of a Demanding Stockholder shall be effected on such request form as reasonably requested by such Demanding Stockholder, including by a “shelf” registration that permits sales on a continuous or delayed basis pursuant to Rule 415 under the Securities Act on Form S-3 (a “Shelf Registration”) if so requested by such Demanding Stockholder and the Company is then eligible to effect a Shelf Registration. If permitted under the Securities Act, such Shelf Registration will also specify be one that is automatically effective upon filing. (b) If the Demanding Stockholders intend to distribute the Registrable Securities covered by their demand by means of an underwriting, the Demanding Stockholders shall so advise the Company as a part of their demand made pursuant to Section 2.1(a). The Underwriter or Underwriters will be selected by Oaktree. Oaktree shall (together with the Company as provided in Section 2.3(e)) enter into an underwriting agreement, in usual and customary form and reasonably acceptable to Oaktree, with the Underwriter or Underwriters of such offering. (c) Notwithstanding any other provision of this Section 2.1, if the Underwriter advises the Company in writing that marketing factors require a limitation of the number of Registrable Securities to be registeredunderwritten, then the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration advise all holders of Registrable Securities is which would otherwise be underwritten pursuant hereto, and shall allocate the number of Registrable Securities to be underwritten among all Stockholders who have indicated an intention to participate in the form underwriting pro rata in accordance with the number of an underwritten offeringRegistrable Securities that each such Stockholder has requested to be included in such Registration, the Holders holding a majority regardless of the number of Registrable Securities proposed held by each such Stockholder (such proportion is referred to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act herein as the managing underwriter of the offering (the "Approved Underwriter"“Pro Rata”); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under Notwithstanding the other provisions of this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; providedAgreement, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders Demanding Stockholders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board Board, either (i) the filing, initial effectiveness or continued use of Directors of the Company, it a registration statement would otherwise be seriously detrimental to the Company and its investors stockholders for such registration statement to be filed and it is therefore essential to defer delay the filing of or initial effectiveness of, or suspend the use of, such registration statement, or (ii) the filing or initial effectiveness of a Demand Registration, or the continued use of any Registration, at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such registration statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company shall, upon promptly delivering such a certificate signed by the Chief Executive Officer of the Company to the Stockholders otherwise participating in such Registration, have the right to delay the filing or initial effectiveness of, or suspend the use of, such registration statement for the shortest possible period of time determined in good faith by the Board to be necessary for such purpose. In no event shall the Company be permitted to (A) delay the filing or initial effectiveness of, or suspend the use of, a registration statement pursuant to this Section 2.1(d) for a period in excess of 90 days, or (B) exercise its rights under this Section 2.1(d) more than once in any 12 month period. In the event the Company exercises its rights under this Section 2.1(d), Oaktree agrees to suspend, immediately upon its receipt of notice referred to above, its use of the prospectus relating to the Registration in connection with any sale or offer to sell Registrable Securities. (e) Notwithstanding the other provisions of this Section 2.1, the Company shall not be obligated to effect, or to take any action to effect, any Registration pursuant to this Section 2.1 during the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a Registration subject to Section 2.2 hereof (including a Registration pursuant to this Section 2.1); provided that the Company is actively employing in good faith its reasonable best efforts to cause such registration statement to become effective. (f) Demanding Stockholders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration. Subject to compliance with the other provisions of this Agreement, the Company (whether on its own determination or as the result of a withdrawal by the Demanding Stockholders) may withdraw a Registration Statement pursuant to a Demand Registration at any time prior to the effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities as provided in Section 2.5.

Demand Registration. (a) On any date after March 15, 2001or prior to each Filing Date, the Holders Company shall prepare and file with the Commission a Registration Statement covering the resale of at least fifty percent (50%) all of the Registrable Securities that are not then outstanding registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the "Initiating Holders") may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount of Company is not then eligible to register for resale the Registrable Securities proposed on Form S-3, subject to be soldthe provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 50% in interest of the Holders or to make any disclosure contained therein not misleading) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B. Subject to the terms of this Agreement, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any such Demand Registration to become effective not event no later than one hundred twenty the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (120i) days after it receives a request under this Section 3.2. A registration requested have been sold, thereunder or pursuant to this Section 3.2 Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall not count as the one Demand Registration to which notify the Holders are entitled via e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus to thereunder unless be used in connection with the sale or other disposition of the securities covered thereby, and shall, if requested, provide the Holders with copies of such registration statement is declared effective and remains effective for at least ninety (90) daysfinal Prospectus. (cb) If Holders of a majority Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities proposed to cannot, as a result of the application of Rule 415, be registered by the Initiating Holders so electfor resale as a secondary offering on a single registration statement, the offering Company agrees to promptly inform each of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select thereof and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file an amendment or amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); and cause subject to become effective more than one registration statement the provisions of Section 2(d) with respect to Registrable Securities held by the Holders initiated pursuant payment of liquidated damages with respect to this Section 3.2filing on Form S-3 or other appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission to maximize the number of Registrable Securities to be registered), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and (ii) Second, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). In the event of a reduction hereunder, the Company shall give the Holder at least five (5) Trading Days’ prior written notice along with the calculations as to such ▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, then the Company shall use its reasonable best efforts to file with the Commission, as promptly thereafter as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration proceeding begun statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Investor the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause as of the Filing Date), (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, (iii) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than fifteen (15) consecutive calendar days or more than an aggregate of twenty (20) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such fifteen (15) or twenty (20) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Share Purchase Price paid by such Holder pursuant to the Investment Agreement for any Registrable Securities held by such Holder on the Event Date. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 10.0% of the aggregate Share Purchase Price paid by such Holder pursuant to the Investment Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section 3.2 in full within seven (7) Trading Days after the date payable, the Company will pay interest thereon at a rate of 10.0% per annum (or such lesser maximum amount that is subsequently withdrawn at the request of the Holders shall not permitted to be so counted if such withdrawal is based upon material adverse information relating paid by applicable law) to the Company or its conditionHolder, businessaccruing daily from the date such partial liquidated damages are due until such amounts, or prospects which is different from that generally known plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the Rights Holders at terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the time cure of their requestan Event. (iie) The Company may delay If Form S-3 is not available for the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time resale of such requestRegistrable Securities hereunder, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) Notwithstanding anything to the Holders a certificate signed by the Chief Executive Officer or President of contrary contained in this Agreement, in no event shall the Company stating that, in be permitted to name any Holder or affiliate of a Holder as any underwriter without the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing prior written consent of such registration statementHolder.

Demand Registration. (a) On At any date after March 15time following the exercise of the Warrant and prior to the Registration of all of the Warrant Shares, 2001and subject to the other provisions of this Agreement, Capital Research shall have the right, exercisable by making a written request (the "REGISTRATION REQUEST") to the Company, to demand that the Company effect the Registration of any Registrable Securities in accordance with the provisions of the Act. Upon receipt of the Registration Request, the Holders of at least fifty percent (50%) Company shall be obligated to register each of the Registrable Securities then outstanding beneficially owned by Capital Research in the manner set forth in Section 2(b) hereof. Any provision herein to the contrary notwithstanding, the right to demand Registration pursuant to this Section 2 shall be limited to one (the "Initiating Holders"1) may request in writing registration under the 1933 Act (a "Demand Registration")Registration demand. The Demand A right to demand Registration request hereunder shall specify the amount be deemed to have been exercised and all of the Registrable Securities proposed Company's demand Registration obligations hereunder shall be deemed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for fully satisfied when the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt statement filed on account of such request, exercise has been declared effective by the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desiredCommission. (b) The Following receipt of the Registration Request pursuant to Section 2(a) hereof, the Company shall (i) file within ninety (90) days thereafter a registration statement on the appropriate form under the Act for the shares of Common Stock that the Company has been requested to Register; (ii) if the applicable Offering is pursuant to an underwriting agreement, enter into an underwriting agreement in such form as said managing or sole underwriter shall require (which must only contain terms and conditions customary for offerings of equity securities of entities with market capitalizations that are approximately equal to the Company's then current market capitalization and may contain customary provisions requiring the Company and Capital Research to indemnify and provide contribution to the underwriter or underwriters of such Offering); and (iii) use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless have such registration statement is declared effective as promptly as practicable and remains to remain effective for at least ninety One Hundred and Twenty (90120) days. (c) If Holders of a majority of the Registrable Securities proposed to . Notwithstanding any other provision hereof, Capital Research acknowledges and agrees that there can be registered no guarantee or warranty from or by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to will ever be filed declared effective by the Commission, and it is therefore essential to defer that the filing of Company makes no such registration statementguarantee or warranty in this Agreement or otherwise.

Demand Registration. (a) On At any date after March 15time following the first Business Day following the Closing Date, 2001, the Holders of at least fifty percent each Demand Investor may request in writing (50%a “Demand Notice”) that all or part of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration held by such Demand Investor shall be registered under the 1933 Securities Act (a "“Demand Registration"”). The Demand Registration request shall specify , to the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, extent the Company promptly shall take such steps as are necessary or appropriate is not then eligible to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by file a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Resale Shelf Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter")Statement; provided, provided that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated required to comply with this Section 1.9 unless (i) such Demand Investor holds any Registrable Securities and (ii) such Demand Investor (A) is, or within three (3) months prior thereto was, an Affiliate of the Company or (B) such Demand Investor beneficially owns a number of shares of Common Stock issued or issuable to such Demand Investor upon conversion of the Preferred Stock that exceeds 3% of the Company’s outstanding Common Stock (after giving effect to any such conversion). The Company shall effect the registration of all such or such part of Demand Investor Registrable Securities as soon as practicable; provided that (i) the Company shall not be required to effect any registration under this Section 3.2 except in accordance with 1.9 within a period of ninety (90) days following the following provisions: effective date of a previous registration for which such Demand Investor had an opportunity to participate, and (iii) this provision shall not apply if a Resale Shelf Registration Statement, as applicable, has been filed pursuant to Section 1.1 and is effective and available for use. The Company shall not be obligated required to use its reasonable best efforts to file and cause to become effective effect (x) more than one registration statement with respect to Registrable Securities held two (2) registrations under this Section 1.9 requested by the Holders initiated applicable Demand Investor; or (y) any offering the anticipated gross proceeds of which shall be less than $300,000,000. Any Demand Investor may elect to withdraw from any offering for which such Demand Investor delivered its Demand Notice pursuant to this Section 3.2; provided1.9 by giving written notice to the Company and the underwriter(s) of its request to withdraw prior to the effectiveness of the registration statement filed with the SEC with respect to such Demand Registration. If such Demand Investor withdraws from a proposed offering relating to a Demand Registration, howeverthen such Demand Investor shall reimburse the Company for the costs associated with the withdrawn Demand Registration (in which case such registration shall not count as a Demand Registration provided for in this Section 1.9) or such withdrawn registration shall count as a Demand Registration provided for in this Section 1.9. Notwithstanding any other provision of this Section 1.9, if the managing underwriter advises the applicable Demand Investor in writing that marketing factors require a limitation on the dollar amount or the number of shares to be underwritten, then the amount of Demand Investor Registrable Securities proposed to be registered shall be reduced appropriately. The Company shall not register securities for sale for its own account in any registration proceeding begun requested pursuant to this Section 3.2 that is subsequently withdrawn at 1.9 unless permitted to do so by the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time written consent of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementDemand Investor.

Demand Registration. At any time following the last day of the Initial Restricted Period (“Initial Restriction Expiration Date”), any Holder or Holders holding an aggregate of not less than 50% of the then outstanding Registrable Securities (“Initial Holders”) may request, by written notice (a “Demand”) to ETE, specifying the number of Registrable Securities desired to be sold (which shall not be less than 10% of the Registrable Securities, and which may not exceed the limits set forth in Section 3.01 during the Final Restricted Period), that ETE prepare and file a registration statement under the Securities Act (“Demand Registration Statement”) to permit the public resale of Registrable Securities either (a) On any date after March 15, 2001, the Holders of at least fifty percent in an Underwritten Offering or (50%b) of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration from time to time as permitted by Rule 415 under the 1933 Securities Act (either, a "“Demand Registration"”). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the Promptly upon receipt of the Demand Registration requesta Demand, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company ETE shall give written notice thereof to all other Holders. All such Holders and who notify ETE in writing within fifteen (15) days after the date of such notice that they desire to include in such registration all Registrable Securities held by a Holder from whom in the Company has received a written request for inclusion therein at least ten (10) days prior Demand Registration Statement shall be permitted to the filing of the registration statementdo so. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company ETE shall use its commercially reasonable best efforts to cause any such a Demand Registration Statement to become effective not no later than one hundred twenty (120) 180 days after it receives a request under this Section 3.2the date of the Demand. A registration requested Demand Registration Statement filed pursuant to this Section 3.2 2.01(a) shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless be on such appropriate registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority form of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration Commission as shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered selected by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2ETE; provided, however, that if a prospectus or a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Demand Registration Statement and the Managing Underwriter selected by the Selling Holders at any registration proceeding begun time shall notify ETE in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus or prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, ETE shall use its commercially reasonable efforts to include such information in such a prospectus or prospectus supplement. In the case of a shelf registration, ETE will cause a Demand Registration Statement filed pursuant to this Section 3.2 that is subsequently withdrawn at 2.01(a) to be continuously effective under the request Securities Act until all Registrable Securities covered by the Demand Registration Statement have been distributed in the manner set forth and as contemplated in the Demand Registration Statement or there are no longer any Registrable Securities outstanding covered by such Demand Registration Statement (the “Effectiveness Period”). The Demand Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form with all applicable requirements of the Holders shall Securities Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be so counted if such withdrawal is based upon material adverse information relating stated therein or necessary to make the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after statements therein not misleading. As soon as practicable following the date of a request for registration Demand Registration Statement becomes effective, but in any event within two Business Days after such date, ETE shall provide the Selling Holders with written notice thereof. ETE is obligated to effect only three (3) Demand Registrations pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement2.01.

Demand Registration. (a) On If at any date after March 15time the Shelf Registration Statement pursuant to Section 4.01 is not available for the resale of the Registrable Securities, 2001including if for any reason the Company is ineligible to maintain or use a Shelf Registration Statement, the Holders Company shall use reasonable best efforts to (as promptly as reasonably practicable and, in any event, within 60 days in the case of at least fifty percent a Registration Statement on Form S-1) following the written request of ▇▇▇▇▇▇ for Registration under the Securities Act of all or part of Jacobs’ Registrable Securities (50%a “Demand Request”), file a Registration Statement with the SEC (a “Demand Registration Statement”) with respect to resales of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed pursuant to be sold, the ▇▇▇▇▇▇’ intended method of disposition thereof distribution thereof, and shall, subject to the jurisdictions in which registration is desired. Upon the receipt terms of the this Article IV, use its reasonable best efforts to cause such Demand Registration requestStatement to be declared effective under the Securities Act (promptly and, in any event, no later than 60 days after such filing) and, if required, to qualify under the Company promptly “blue sky” laws of such jurisdictions as ▇▇▇▇▇▇ or any underwriter reasonably requests; provided that such Demand Registration Statement shall take such steps as are necessary or be filed on an appropriate to prepare form under the Securities Act for the registration type of offering contemplated by ▇▇▇▇▇▇. Each Demand Request shall specify the Registrable Securities to be registeredRegistered, their aggregate amount, and the intended method or methods of distribution thereof. Within fifteen (15) days after ▇▇▇▇▇▇ agrees to provide the receipt Company with such information in connection with a Demand Request as may be reasonably requested by the Company to ensure that the Demand Registration Statement complies with the requirements of such requestthe Securities Act, including any financial statements or other information of the SpinCo Business relating to any date or any period ending on or prior to the Merger Closing Date to the extent required to be included or incorporated by reference in any Demand Registration Statement and not already in the possession of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall give written notice thereof only be obligated to all other Holders use reasonable best efforts to file and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior cause up to the filing of the registration statement. Each such request will also specify the number of Registrable Securities three Demand Registration Statements to be registered, declared effective under the intended method of disposition thereof and the jurisdictions in which registration is desiredSecurities Act pursuant to this Section 4.02. (b) The Company shall use its reasonable best efforts be deemed to cause any such have effected a Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under for purposes of this Section 3.2. A registration requested pursuant to this 4.02, Section 3.2 shall not count as 4.03(a) and Section 4.04(a) if the one Demand Registration to which Statement becomes effective by the Holders are entitled to thereunder unless such registration statement is declared effective SEC and remains effective until the earlier of (i) 90 days after the effective date or (ii) such time as all Registrable Securities covered by such Registration Statement have been Sold or withdrawn in accordance with this Section 4.02, or if such Registration Statement relates to an Underwritten Offering (as defined below), such longer period as, in the opinion of outside legal counsel for at least ninety the underwriter or underwriters, a Prospectus is required by law to be delivered in connection with Sales of Registrable Securities by an underwriter or dealer (90the applicable period, the “Demand Period”); provided that (i) days. (c) If Holders of a majority if, during the Demand Period, such Registration or the successful completion of the Registrable Securities proposed relevant Sale is prevented by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, or a Blackout Period or the need to update or supplement the Registration Statement, the Demand Period shall be registered extended on a day-for-day basis by the Initiating Holders so electnumber of days such Registration or successful completion is prevented and (ii) no Demand Registration shall be deemed to have been effective for purposes of Section 4.03(a) and Section 4.04(a) if the conditions to closing specified in the underwriting agreement, the offering of such Registrable Securities if any, entered into in connection with any Underwritten Offering pursuant to such Demand Registration shall be in the form are not satisfied other than by reason of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offeringwrongful act, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company misrepresentation or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time breach of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction applicable underwriting agreement by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement▇▇▇▇▇▇.

Demand Registration. (a) On any date after March 15The Company shall, 2001for the benefit of the Holders, in the Holders of at least fifty percent (50%) event that the Company is unable to register all of the Registrable Securities then outstanding (in the "Initiating Holders") may request in writing registration under Automatic Registration Statement, on one occasion, upon the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held demand by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the then Registrable Securities proposed to be registered Securities, commencing six months after the Automatic Registration Statement is declared effective by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisionsSEC: (i) The Company shall not be obligated Following a demand (a "Demand") by the Holders of a majority of the then Registrable Securities to register all or a portion of the Registrable Securities, use its commercially reasonable best efforts to file with the SEC a Demand Registration Statement relating to the offer and cause to become effective more than one registration statement with respect to sale of such Registrable Securities held by the Holders initiated pursuant (but are not subject to this Section 3.2an existing Registration Statement which is current and available for use by the Holders) from time to time; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at if the request SEC shall comment or inquire about the Company's use of the Holders shall not be so counted if Demand Registration Statement to register all of the Registrable Securities, the Company may exclude such withdrawal is based upon material adverse information relating Registrable Securities in accordance with Section 2.7 as it deems necessary or appropriate to respond to the Company SEC's comment or its condition, business, or prospects which is different from that generally known inquiry in order to permit the Rights Holders at SEC to declare the time Demand Registration Statement effective for a lesser number of their requestRegistrable Securities. (ii) The Company may delay Use its commercially reasonable efforts to keep the filing or effectiveness of any registration statement Demand Registration Statement continuously effective, other than during Black-out Periods, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of up to ninety (90) 365 days after from the date that the Demand Registration Statement is declared effective by the SEC. (iii) Notwithstanding any other provisions hereof, use commercially reasonable efforts to ensure that (i) any Demand Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act, (ii) any Demand Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a request for registration pursuant material fact or omit to this Section 3.2 if state a material fact required to be stated therein or necessary to make the statements therein not misleading and (xiii) at any Prospectus forming part of any Demand Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the time statements, in light of such request the Company circumstances under which they were made, not misleading. (b) If a Demand Registration Statement is engaged, or has formal plans to engage not filed with the SEC within sixty forty-five (6045) days of the time request of the Purchasers, provided that, if the Company is required to include audited financial statements in such registration statement which have not previously been filed (and were not previously required to have been filed) with the SEC prior to the expiration of such requestforty-five (45) day period, such period shall be extended to the 30th day following the date on which the Company is required to file (subject to any applicable extensions under Rule 12b-25 under the 1934 Act (or any similar provision then in force)) an annual report on Form 10-KSB (or Form 10-K) including such financial statements, subject to Black-out Periods, the Company will make pro rata payments to each of the Purchasers, as liquidated damages and not as a penalty, in an underwritten public offering amount equal to 1.00% of shares the product of Common Stock, (x) $0.10 multiplied by (y) the Board number of Directors Shares of such Purchaser as to which the Demand relates for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should have been filed for which no Registration Statement is filed with respect to the Registrable Securities; provided, however, that the amount of liquidated damages payable under this Section 2.1(b) payable to each Purchaser shall not exceed the aggregate amount paid by such Purchaser for such Registrable Securities less any other amount the Company determines otherwise actually pays to such Purchaser plus an amount equal to Purchaser's reasonable attorney fees and costs of collection in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure respect of such information would jeopardize any liquidated damages as a remedy for such transaction or litigation or otherwise materially harm the Company, or (z) the Company event. Such payments shall furnish be in partial compensation to the Holders a certificate signed by Purchasers, and shall not constitute the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors Purchasers' exclusive remedy for such registration statement events. Such payments shall be made to be filed and it is therefore essential to defer the filing of such registration statementeach Purchaser in cash.

Demand Registration. (a) On At any time after the date after March 15of this Agreement, 2001, the Holders holders of at least fifty percent (50%) 25% of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration under the 1933 Securities Act (a "Demand Registration"). The Demand Registration request shall specify the amount of all or any portion of the Registrable Securities proposed to be sold, on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the intended method approximate number of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities required to be registered. Within fifteen (15) days after the Upon receipt of such request, the Company shall give written promptly (but in no event later than five (5) days following receipt thereof) deliver notice thereof of such request to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number holders of Registrable Securities who shall then have fifteen (15) days from the date such notice is given to notify the Company in writing of their desire to be registeredincluded in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within thirty (30) days after the date on which the initial request is given and shall use its best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect a Long-Form Registration more than two (2) times under this Agreement; provided, the intended method of disposition thereof that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the jurisdictions holders requesting such registration are able to register and sell all of the Registrable Securities requested to be included in which registration is desiredsuch registration. (b) The Company shall use its reasonable best efforts to qualify and remain qualified to register securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto. At such time as the Company shall have qualified for the use of a Registration Statement on Form S-3, the holders of Registrable Securities shall have the right to request an unlimited number of registrations of the Registrable Securities on Form S-3 or any similar short-form registration (each a “Short-Form Registration” and, together with each Long-Form Registration, a “Demand Registration”). Each request for a Short-Form Registration shall specify the approximate number of Registrable Securities requested to be registered. Upon receipt of any such request, the Company shall promptly (but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have fifteen (15) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-3 (or any successor form) to be filed within thirty (30) days after the date on which the initial request is given and shall use its best efforts to cause any such Demand Registration Statement to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is be declared effective and remains effective for at least ninety (90) daysby the Commission as soon as practicable thereafter. (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to Demand Registration within ninety (90) days after the effective date of a request previous Demand Registration or a previous Piggyback Registration in which holders of Registrable Securities were permitted to register, and actually sold, at least twenty-five percent (25%) of the shares of Registrable Securities requested to be included therein. The Company may postpone for registration pursuant up to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days the filing or effectiveness of a Registration Statement for a Demand Registration if the Company’s Board determines in its reasonable good faith judgment that such Demand Registration would (i) materially interfere with a significant acquisition, corporate organization or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, that in such event the holders of a majority of the time Registrable Securities initiating such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses in connection with such request, registration. The Company may delay a Demand Registration hereunder only once in any period of twelve (12) consecutive months. (d) If the holders of the Registrable Securities initially requesting a Demand Registration elect to distribute the Registrable Securities covered by their request in an underwritten public offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b), and the Company shall include such information in its notice to the other holders of Registrable Securities. The holders of a majority of the Registrable Securities initially requesting the Demand Registration shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. (e) The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities initially requesting such registration, which consent shall not be unreasonably withheld or delayed. If a Demand Registration involves an underwritten offering and the managing underwriter of the requested Demand Registration advises the Company and the holders of Registrable Securities in writing that in its opinion the number of shares of Common StockStock proposed to be included in the Demand Registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such registration would adversely affect the price per share of the Registrable Securities proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration (yi) first, the Board number of Directors shares of Common Stock that the holders of Registrable Securities propose to sell, and (ii) second, the number of shares of Common Stock proposed to be included therein by any other Persons (including shares of Common Stock to be sold for the account of the Company and/or other holders of Common Stock) allocated among such Persons in such manner as they may agree. If the managing underwriter determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or less than all of the Company or concerning pending or threatened litigation and (B) disclosure of Registrable Securities proposed to be sold can be included in such information would jeopardize any offering, then the Registrable Securities that are included in such transaction or litigation or otherwise materially harm offering shall be allocated pro rata among the Company, or (z) respective holders thereof on the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President basis of the Company stating that, in the good faith judgment number of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for Registrable Securities owned by each such registration statement to be filed and it is therefore essential to defer the filing of such registration statementholder.

Demand Registration. (a) On any date Subject to the Stockholder’s satisfaction of its obligations under Section 5.25 of the Purchase Agreement with respect to the financial statements then required, from and after March 15, 2001the end of the Lock-Up Period, the Holders Stockholder may request in writing (a “Request”) (a) that the Company file a prospectus supplement (the “Takedown Prospectus Supplement”) to an effective Shelf Registration Statement filed pursuant to Rule 424 under the Securities Act with respect to the Registrable Securities identified in the Request (a “Takedown Request”) or, (b) if such Shelf Registration Statement is not available for the resale of the Registrable Securities, including if for any reason the Company shall be ineligible to maintain or use a Shelf Registration Statement, that the Company register under the Securities Act all or part of the Registrable Securities that are Beneficially Owned by the Stockholder or its Affiliates (i) on a Registration Statement on Form S-3 or, (ii) if the Company is not then eligible to file a Form S-3, any other available form (a “Demand Registration”), in each case, including sales or distributions by way of underwritten offering, block trade or other distribution plan designated by the Stockholder. The Stockholder shall be entitled to make no more than three (3) Requests for an underwritten offering in any twelve-month period (it being understood that each underwritten offering (including any underwritten block trade) under this Agreement shall count as a Request, even if such offering is a Takedown Request conducted pursuant to a Shelf Registration Statement and regardless of whether such offering is publicly marketed before or after the underwriters agree to purchase the Registrable Securities, unless the Stockholder withdraws its request in the circumstances described in the second sentence of Section 5.6), and each such Request shall be to register an amount of Registrable Securities equal to the lesser of (i) an aggregate market value as of the date of such Request of at least fifty percent million dollars (50%$50,000,000) of and (ii) the total outstanding Registrable Securities then outstanding held by the Stockholder; provided, that any Request pursuant to this clause (ii) shall have a minimum aggregate market value as of the "Initiating Holders") may request in writing registration under the 1933 Act date of such Request of at least twenty-five million dollars (a "Demand Registration"$25,000,000). The Company shall not be obligated to effect a Demand Registration request shall specify or Takedown Request during the amount sixty (60) day period following the effective date of the Registrable Securities proposed a Registration Statement pursuant to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the any other Demand Registration request, or the Company promptly shall take such steps as are necessary or appropriate closing of any underwritten offering pursuant to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statementTakedown Request. Each such request will also Request pursuant to this Section 5.1(a) shall be in writing and shall specify the number of Registrable Securities requested to be registered, registered and the intended method of disposition thereof and distribution of such Registrable Securities. Nothing in this Article 5 shall affect, supersede or otherwise modify any of the jurisdictions restrictions on Transfer set forth in which registration is desiredArticle 2 or any other provision of this Agreement. For the avoidance of doubt, underwritten overnight bought deals will count as a Request. (b) The Subject to the Stockholder’s satisfaction of its obligations under Section 5.25 of the Purchase Agreement with respect to the financial statements then required, the Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to within ninety (90) days after the date of Closing Date an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”), or if the Company does not qualify as a request for registration pursuant to this Section 3.2 well-known seasoned issuer as defined in Rule 405 under the Securities Act (a “WKSI”), a Registration Statement (which shall be on Form S-3 if (x) at the time of such request the Company is engagedthen eligible to use such form) permitting the public resale of Registrable Securities, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder (including any Automatic Shelf Registration Statement, a “Shelf Registration Statement”), or has formal plans to engage within sixty (60) days otherwise designating an existing Shelf Registration Statement with the SEC, covering the sale or distribution of all of the Registrable Securities from time to time by the Stockholder pursuant to one or more Takedown Requests, including by way of underwritten offering, block trade or other distribution plan designated by the Stockholder, and to cause such request, in an underwritten public offering of shares of Common Stock, (y) Shelf Registration Statement to become or be deemed effective by the Board of Directors end of the Company determines in good faith that (A) it is in possession of material, nonLock-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementup Period.

Demand Registration. (a) On If a Purchaser is unable, at any date after March 15time following the six-month holding period provided in Rule 144, 2001, the Holders of at least fifty percent (50%) of the to sell its Registrable Securities then outstanding (pursuant to Rule 144, such Purchaser may demand, in writing, that the "Initiating Holders") may request in writing registration under Company prepare and file with the 1933 Act (Commission a "Demand Registration"). The Demand “Shelf” Registration request shall specify Statement covering the amount resale of the all Registrable Securities proposed (or the maximum lesser amount as the Commission allows) for an offering to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desiredmade on a continuous basis pursuant to Rule 415. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such requestThereupon, the Company shall give written notice thereof as expeditiously as practicable, and in any event on or prior to the Filing Date, use all other Holders and include in such commercially reasonable efforts to effect the registration on the Registration Statement of all Registrable Securities held by a Holder from whom which the Company has received a written request been requested to so register. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for inclusion therein at least ten (10) days prior to resale the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registeredon Form S-3, the intended method of disposition thereof and the jurisdictions in which case such registration is desired.shall be on another appropriate form in accordance herewith as the Purchasers may consent) and shall contain (except if otherwise directed by the Purchasers) the “Plan of Distribution” substantially in the form attached hereto as Exhibit C. (b) The Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective by the Commission as promptly as possible after the filing thereof, but in any event prior to the Required Effectiveness Date, and shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the fifth anniversary of the Effective Date or such Demand earlier date when all Registrable Securities covered by such Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested Statement have been sold publicly or may be sold pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety Rule 144 (90) days“Effectiveness Period”). (c) If Holders of a majority of The Company shall notify each Purchaser in writing promptly (and in any event within one Trading Day) after receiving notification from the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, Commission that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgmentRegistration Statement has been declared effective. (d) As promptly as possible, and in any event no later than the Post-Effective Amendment Filing Deadline, the Company shall prepare and file with the Commission a Post-Effective Amendment. The Company shall use its best efforts to cause the Post-Effective Amendment to be declared effective by the Commission as promptly as possible after the filing thereof, but in any event prior to the fifteenth Trading Day after the Post-Effective Amendment Filing Deadline. The Company shall notify each Purchaser in writing promptly (and in any event within one business day) after receiving notification from the Commission that the Post-Effective Amendment has been declared effective. (e) Upon the occurrence of any Event (as defined below) and on every monthly anniversary thereof until the applicable Event is cured, as partial relief for the damages suffered therefrom by the Purchasers (which remedy shall not be obligated to effect exclusive of any registration other remedies available under this Agreement, at law or in equity), the Company shall pay to each Purchaser an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the greater of (i) the aggregate purchase price paid by such Purchaser hereunder and (ii) the Market Value of the Shares then outstanding for the first month and 1.0% for each month such event exists or until there are no Registrable Securities issued and outstanding (whichever is earlier), prorated for any partial month. The payments to which a Purchaser shall be entitled pursuant to this Section 3.2 except in accordance 6.1(e) are referred to herein as “Event Payments”. Any Event Payment may, with the prior written consent of the Purchaser receiving such Event Payment, be paid by the Company in Common Stock in lieu of cash (in such number of shares as is equal to the nearest whole number obtained by dividing the dollar value of the Event Payment to be made by the Closing Price on the day such Event Payment is made). Any Event Payments payable pursuant to the terms hereof shall apply on a pro-rata basis for any portion of a month prior to the cure of an Event. In the event the Company fails to make Event Payments in a timely manner, such Event Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. For such purposes, each of the following provisionsshall constitute an “Event”: (i) The Company shall the Registration Statement is not be obligated filed on or prior to use its reasonable best efforts the Filing Date or is not declared effective on or prior to file and cause to become effective more than one registration statement with respect to Registrable Securities held the Required Effectiveness Date unless such occurrence is caused by the Holders initiated pursuant breach of Purchasers’ obligation to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at cooperate with the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request.Company; (ii) The a Post-Effective Amendment is not filed on or prior to the Post-Effective Amendment Filing Deadline or is not declared effective on or prior to the fifteenth Trading Day after the Post-Effective Amendment Filing Deadline; (iii) after the Effective Date, the Registration Statement (or a subsequent Registration Statement filed in replacement thereof) ceases to be effective or is suspended for five or more Trading Days (whether or not consecutive) during the Effectiveness Period (for any reason other than the requirement of the Company may delay to file a Post-Effective Amendment and for such Post-Effective Amendment to be declared effective), except as otherwise permitted by this Agreement; (iv) after the filing Effective Date, any Registrable Securities covered by such Registration Statement are not listed on an Eligible Market; (v) the Common Stock is not listed or effectiveness of any registration statement quoted, or is suspended from trading, on an Eligible Market for a period of up to ninety three Trading Days (90) days after the date of a request for registration which need not be consecutive Trading Days), other than pursuant to this Section 3.2 6.1(f); (vi) the Company fails for any reason (other than any Purchaser's actions or omissions to act) to deliver a certificate evidencing any Securities to a Purchaser within three Trading Days after delivery of such certificate is required pursuant to any Transaction Document or the exercise rights of the Purchasers pursuant to the Transaction Documents are otherwise suspended for any reason; or (vii) the Company fails to have available a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available to issue Underlying Shares upon any exercise of the Warrants or, at any time following the Effective Date, any Shares or Underlying Shares are not listed on an Eligible Market. (f) Following the Effective Date, if (xi) at there is material non-public information regarding the time Company which the Company's Board of such request Directors (the “Board”) determines, in its good faith judgment in reliance on the advice of counsel, not to be in the Company’s best interest to disclose and which the Company is engagednot otherwise required to disclose, or has formal plans (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of significant assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) Company that would require disclosure under the Exchange Act and with respect to which the Board has determined in its good faith judgment in reliance on the advice of Directors of counsel that compliance with this Agreement may reasonably be expected to either materially interfere with the Company’s ability to consummate such transaction in a timely fashion or require the Company determines in good faith that (A) it is in possession of to disclose material, non-public information concerning an acquisitionprior to such time as it would be required to be disclosed, mergerthen the Company may by notice in writing to each holder of Registrable Securities to which a Prospectus relates, recapitalizationrequire such holder to suspend, consolidationfor up to 30 days (the “Suspension Period”), reorganization the use of any Prospectus included in a Registration Statement filed with the Commission pursuant to this Agreement; provided that the Company may not postpone, delay or other material transaction by or suspend its obligation under this Section 6.1(f) more than 2 times in any twelve-month period and in no event for more than 45 days in any twelve-month period. (g) The Company shall not, prior to the Effective Date of the Company or concerning pending or threatened litigation Registration Statement, prepare and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm file with the Company, or (z) the Company shall furnish to the Holders Commission a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement relating to be filed and it is therefore essential to defer an offering for its own account or the filing account of such registration statementothers under the Securities Act of any of its equity securities.

Demand Registration. (a) On The Holders shall have the right, following the Effective Date, by written notice (a "Demand Notice") given to HLI, to request HLI to register under and in accordance with the provisions of the Securities Act all or any date after March 15, 2001, the Holders of at least fifty percent (50%) portion of the Registrable Securities then outstanding (designated by such Holders; provided, however, that the "Initiating Holders") may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount aggregate number of the Registrable Securities proposed requested to be sold, registered pursuant to any Demand Notice and pursuant to any related Demand Notices received pursuant to the intended method of disposition thereof and the jurisdictions in which registration is desiredfollowing sentence shall be at least 5,000,000. Upon receipt of any such Demand Notice, HLI shall promptly notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Securities held by them in the proposed registration by submitting their own Demand Notice. In the event that such Demand Registration request, involves an underwritten offering and the Company promptly shall take managing underwriter or underwriters participating in such steps as are necessary offering advise in writing the Holders of Registrable Securities to be included in such offering that the total number of Registrable Securities to be included in such offering exceeds the amount that can be sold in (or appropriate to prepare for during the registration time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Securities to be registered. Within fifteen (15) days after sold), then the receipt amount of Registrable Securities to be offered for the account of such request, Holders shall be reduced pro rata on the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing basis of the registration statement. Each such request will also specify the number of Registrable Securities to be registeredregistered by each such Holder. The Holders as a group shall be entitled to (i) unlimited Demand Registrations prior to the Trigger Date and (ii) three Demand Registrations following the Trigger Date, less any Demand Registrations effected prior to the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested Trigger Date, each pursuant to this Section 3.2 shall not count as the one 5.01(a) unless any Demand Registration to which the Holders are entitled to thereunder unless such registration statement does not become effective or is declared effective and remains effective not maintained for a period (whether or not continuous) of at least ninety 120 days (90) days. (c) If Holders of a majority of or such shorter period as shall terminate when all the Registrable Securities proposed to be registered covered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall have been sold pursuant thereto), in which case the Holders will be in the form of a firm commitment underwritten offering. If any entitled to an additional Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgmentpursuant hereto. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (a) On If at any date time after March 15the Market Stand-Off Period Novo Nordisk and Novo Nordisk Pharmaceuticals, 2001, Inc. desire to effect the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration on Form S-3 or other applicable form under the 1933 Act of any of the Shares owned by them or any of their Affiliates (“Registrable Shares”), they may make one (1) written request (the “Demand Request”) that Aradigm effect such registration; provided that such request is made no earlier than (i) sixty (60) days prior to the expiration of the Market Stand-Off Period or (ii) sixty (60) days prior to the expiration of any “lock-up” period required of Novo Nordisk and Novo Nordisk Pharmaceuticals, Inc. by the underwriters in connection with a "Demand Registration")public offering by Aradigm. The Demand Registration request shall Request will specify the amount number of the Registrable Securities Shares proposed to be sold, sold and will also specify the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. Upon receipt of such Demand Request, Aradigm shall, at its own expense (which expense shall include all fees and expenses of counsel, public accountants or other advisors or experts retained by Aradigm, all reasonable fees and expenses of counsel for Novo Nordisk, Novo Nordisk Pharmaceuticals, Inc. and their Affiliates (which counsel shall be selected by Novo Nordisk and Novo Nordisk Pharmaceuticals, Inc.) in an amount which shall not exceed fifty thousand dollars ($50,000), all filing fees, all fees and expenses incurred to comply with blue sky or other securities laws, all printing expenses and all internal expenses of Aradigm, but shall not include underwriting fees, discounts or commissions attributable to the sale of the Registrable Shares, out-of-pocket expenses of Novo Nordisk, Novo Nordisk Pharmaceuticals, Inc. or any of their Affiliates, transfer taxes or the fees and expenses of underwriter’s counsel) prepare and file with the SEC a registration statement on Form S-3 or other applicable form (the “Resale Registration Statement”) under the 1933 Act to provide for the resale by Novo Nordisk, Novo Nordisk Pharmaceuticals, Inc. and their Affiliates of the number of Registrable Shares specified in the Demand Request. In the event Novo Nordisk and Novo Nordisk Pharmaceuticals, Inc. deliver to Aradigm a Demand Request prior to the end of a Market Stand-Off Period or a “lock-up” period, Aradigm shall use its reasonable efforts to file and cause the Resale Registration Statement to be effective prior to the expiration of such Market Stand-Off Period or “lock-up” period, as the case may be. In all other cases, Aradigm will use its reasonable efforts to cause the Resale Registration Statement to be filed and become effective as soon as reasonably practicable after receipt of the Demand Request. Aradigm shall cause the Resale Registration requestStatement filed pursuant to this Section 1.4 to remain effective for no less than six (6) months (or, if earlier, until the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration date all of the Registrable Securities Shares covered by the Resale Registration Statement have been sold); provided, however, Aradigm may suspend the use of, or delay the effective date of, any Resale Registration Statement by giving written notice to the sellers identified therein, if Aradigm shall have determined, in its good faith reasonable judgment, that such suspension or delay in the effective date of the Resale Registration Statement is advisable because the filing or effectiveness of the Resale Registration Statement would be detrimental to Aradigm and its shareholders; and provided further that Aradigm suspends the use of or delays the effective date of all other registration statements of Aradigm that register the securities of Aradigm being or to be registeredresold by the holders thereof. Within fifteen (15) days after Any suspension or delay in the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing effective date of the registration statement. Each such request will also specify Resale Registration Statement by Aradigm pursuant to this Section 1.4 shall be for the number shortest reasonable period of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. time (b) The Company but shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than exceed one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days). (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (a) On any date after March 15, 2001, the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding Each Important Shareholder (the "Initiating Holders"“Requesting Holder”) may request in writing registration (a “Demand Registration”) under the 1933 Securities Act (a "Demand Registration")of all or part of its Registrable Securities. The Demand Registration Each request shall must specify the amount number of the Registrable Securities proposed to be sold, for which registration is requested and the intended method or methods of disposition thereof and the jurisdictions in which registration is desireddistribution thereof. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten promptly (but no later than (10) days prior following receipt thereof) deliver notice of such request to all other Holders, who shall then have fifteen (15) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration (the Requesting Holder and any Holder that delivers such writing to the filing Company, the “Selling Holders”). The Company shall use its reasonable best efforts, after receipt of such written requests, to file with the SEC at the earliest practicable date, but in any event not later than (i) sixty (60) days after the receipt of such notice or (ii) if, as of such sixtieth (60th) day, the Company does not have audited financial statements required to be included in the registration statement. Each , thirty (30) days after receipt by the Company from its independent public accountants of such request will also specify audited financial statements, and use its reasonable best efforts to cause to be declared effective as promptly as practicable, a registration statement (a “Demand Registration Statement”) relating to all of the number of Registrable Securities that the Company has been so requested to be registeredregister for sale, to the extent required to permit the disposition (in accordance with the intended method or methods of disposition thereof and distribution thereof) of the jurisdictions in which registration Registrable Securities so registered; provided that the Company shall not be required to file a Demand Registration Statement unless the aggregate offering value of the Registrable Securities requested to be registered by the Selling Holders is desiredat least $10,000,000. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be include in the form of a firm commitment underwritten offering. If any Demand Registration of any securities which are not Registrable Securities is in without the form prior written consent of an underwritten offering, the Selling Holders holding a majority of the Registrable Securities proposed to be registered by included in the Initiating Holders shall select offering. If the Demand Registration relates to an underwritten public offering and obtain an investment banking firm of national reputation to act as the managing underwriter of such proposed public offering advises the Company and the Selling Holders in writing that, in its reasonable and good faith opinion, the number of Registrable Securities requested to be included in the Demand Registration (including securities to be sold by the Company or any other security holder) exceeds the largest number of securities which reasonably can be sold in such offering without having a material adverse effect on such offering, including the price at which such securities can be sold (the “Maximum Offering Size” ), then the Company shall include in such Demand Registration, up to the Maximum Offering Size, first, the Registrable Securities the Selling Holders propose to register, and second, any securities the Company proposes to register and any securities with respect to which any other security holder has requested registration. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Selling Holders thereof on the basis of Registrable Securities sought to be registered by each Selling Holder. The Company shall not hereafter enter into any agreement which is inconsistent with the rights of priority provided in this Section 2.1(b). (c) Each Important Shareholder shall be entitled to an aggregate of three (3) Demand Registrations pursuant to this Section 2.1; provided that a Demand Registration requested pursuant to this Section 2.1 shall not be deemed to have been effected for purposes of this Section 2.1(c) unless (i) it has been declared effective by the SEC and all of the Registrable Securities of the Selling Holders included in such Demand Registration Statement have actually been sold thereunder, (ii) it has remained effective for the period set forth in Section 2.5(a) and (iii) the offering (of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the "Approved Underwriter")SEC; providedprovided that if a Requesting Holder revokes a Demand Registration pursuant to Section 2.4 hereof, that such Demand Registration shall not count as one of the Approved Underwriter shallpermitted Demand Registration requests; and provided further that, in any case, the event the Requesting Holder revokes a Demand Registration request (which revocation may only be acceptable made prior to the Company requesting acceleration of effectiveness of the registration statement) for a reason other than as stated in its reasonable judgmentSection 2.4 hereof, then such Demand Registration shall count as having been effected unless the Requesting Holder pays all Registration Expenses in connection with such revoked Demand Registration within twenty-one (21) days of written request therefor by the Company. (d) The If after any Demand Registration Statement requested pursuant to this Section 2.1 becomes effective, such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court solely due to the actions or omissions to act of the Company, such Demand Registration Statement shall be at the sole expense of the Company and shall not be included as one of the Demand Registrations which may be requested pursuant to this Section 2.1. (e) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated required to effect any registration under this Section 3.2 except in accordance with the following provisions: prepare and file (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that two (2) Demand Registration Statements in any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, businesstwelve (12) month period, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay any Demand Registration Statement within one hundred and twenty (120) days following the filing or date of effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementRegistration Statement.

Demand Registration. (a) On Any Holder(s) of Registrable Securities (the “Initiating Holder”) shall have the right to request that the Company file a Registration Statement, on behalf of itself or, in the case of any date after March 15member of the Shareholder Group, 2001on behalf of any other member of the Shareholder Group, with the Holders of at least fifty percent (50%) SEC on the appropriate registration form for all or part of the Registrable Securities then outstanding (held by such Initiating Holder, by delivering a written request thereof to the "Company specifying the number of shares of Registrable Securities such Initiating Holders") may request in writing registration under the 1933 Act Holder wishes to register (a "“Demand Registration"”); provided, however, that the anticipated aggregate number of Company Ordinary Shares subject to such Demand Registration exceeds 2% of the total issued and outstanding Company Shares. The Company shall (i) within five (5) Business Days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities, (ii) use its reasonable best efforts to prepare and file the Registration Statement as expeditiously as possible but in any event within 45 days of such request, and (iii) use reasonable best efforts to cause the Registration Statement to become effective in respect of each Demand Registration in accordance with the intended method of distribution set forth in the written request delivered by the Initiating Holder; provided, however, that the Company shall not be required to cause such Registration Statement to become effective prior to the Listing Date. The Company shall include in such Registration all Registrable Securities with respect to which the Company receives, within the five (5) Business Days immediately following the receipt by the Holder(s) of such notice from the Company, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of the Registrable Securities proposed to be soldRegistered. The Initiating Holder may request that the Registration Statement be on any appropriate form, including Form F-4 in the case of an Exchange Offer or a Shelf Registration Statement, and the Company shall effect the Registration on the form so requested. (b) The Holder(s) may collectively make a total of six (6) Demand Registration requests pursuant to Section 2.01(a) (including any exercise of rights to Demand Registration transferred pursuant to Section 3.08); provided that the Holder(s) may not make more than two (2) Demand Registration requests in any 365-day period. (c) The Company shall be deemed to have effected a Registration for purposes of this Section 2.01 if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been Sold and (ii) 60 days from the effective date of the Registration Statement (or from the date the applicable Prospectus is filed with the SEC if the Company is satisfying a request for a Demand Registration by filing a Prospectus under an effective Shelf Registration Statement) (the “Registration Period”). No Registration shall be deemed to have been effective if the conditions to closing specified in the underwriting agreement or dealer manager agreement, if any, entered into in connection with such Registration are not satisfied by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement or dealer manager agreement by the Company. If during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Entity or the need to update or supplement the Registration Statement, the intended method of disposition thereof and the jurisdictions Registration Period shall be extended on a day-for-day basis for any period in which registration the Holders are unable to complete an offering as a result of such stop order, injunction or other order or requirement of the SEC or other Governmental Entity. (d) With respect to any Registration Statement, whether filed or to be filed pursuant to this Agreement, if the Company shall reasonably determine, upon the advice of legal counsel, that maintaining the effectiveness of such Registration Statement or filing an amendment or supplement thereto (or, if no Registration Statement has yet been filed, filing such a Registration Statement) would require the public disclosure of material nonpublic information concerning any transaction or negotiations involving the Company or any of its consolidated Subsidiaries that would materially interfere with such transaction or negotiations (a “Disadvantageous Condition”), the Company may, for the shortest period reasonably practicable, and in any event for not more than 60 consecutive calendar days (a “Blackout Period”), notify the Holders whose offers and Sales of Registrable Securities are covered (or to be covered) by such Registration Statement (a “Blackout Notice”) that such Registration Statement is desiredunavailable for use (or will not be filed as requested). Upon the receipt of the Demand Registration requestany such Blackout Notice, the Company promptly Holders shall take such steps as are necessary or appropriate to prepare for the registration forthwith discontinue use of the Registrable Securities to be registered. Within fifteen (15) days after Prospectus contained in any effective Registration Statement; provided, that, if at the time of receipt of such requestBlackout Notice any Holder shall have Sold its Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement, then the Company shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities laws on the timely delivery of such Registrable Securities. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered shall cease to exist, the Company shall give as promptly as reasonably practicable notify the Holders and take such actions in respect of such Registration Statement as are otherwise required by this Agreement. The effectiveness period for any Demand Registration for which the Company has given notice of a Blackout Period shall be increased by the length of time of such Blackout Period. In connection with the Company’s Registration obligation under this Section 2.01 and Section 2.03, Section 2.04 and Section 2.05, the Company shall not impose, in any 365-day period, Blackout Periods more than twice, and any such Blackout Periods may not last, in the aggregate, in excess of 90 calendar days during such 365-day period. If the Company declares a Blackout Period with respect to a Demand Registration for a Registration Statement that has not yet been declared effective, (i) the Holders may by notice to the Company withdraw the related Demand Registration request without such Demand Registration request counting against the number of Demand Registration requests permitted to be made under Section 2.01(b) and (ii) the Holders shall not be responsible for any of the Company’s related Registration Expenses. (e) If the Initiating Holder so indicates at the time of its request pursuant to Section 2.01(a), such offering of Registrable Securities shall be in the form of an Underwritten Offering or an Exchange Offer, and the Company shall include such information in the written notice thereof to all other the Holders and required under Section 2.01(a). In the event that the Initiating Holder intends to Sell the Registrable Securities by means of an Underwritten Offering or Exchange Offer, the right of any Holder to include Registrable Securities in such registration all shall be conditioned upon such Holder’s participation in such Underwritten Offering or Exchange Offer and the inclusion of such Holder’s Registrable Securities held by a Holder from whom in the Company has received a written request for inclusion therein at least ten (10) days prior Underwritten Offering or the Exchange Offer to the filing extent provided herein. The Holders of a majority of the registration statement. Each outstanding Registrable Securities being included in any Underwritten Offering or Exchange Offer shall select the underwriter(s) in the case of an Underwritten Offering or the dealer manager(s) in the case of an Exchange Offer; provided that such request will also specify underwriter(s) or dealer manager(s) are reasonably acceptable to the Company. (f) If the managing underwriter or underwriters of a proposed Underwritten Offering of Registrable Securities included in a Registration pursuant to this Section 2.01 inform(s) in writing the Holders participating in such Registration, with a copy of such writing provided to the Company, that, in its or their opinion, the number of securities requested to be included in such Registration exceeds the number that can be Sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions included in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be reduced to the maximum number recommended by the managing underwriter or underwriter and allocated pro rata among the Holders, including the Initiating Holder, in proportion to the form of a firm commitment underwritten offering. If any Demand Registration number of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed each Holder has requested to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter")included in such Registration; provided, that the Approved Underwriter shall, in any case, be acceptable to Initiating Holder may notify the Company in its reasonable judgment. (d) The writing that the Registration Statement shall be abandoned or withdrawn, in which event the Company shall abandon or withdraw such Registration Statement. In the event the Initiating Holder notifies the Company that such Registration Statement shall be abandoned or withdrawn, such Holder shall not be deemed to have requested a Demand Registration pursuant to Section 2.01(a), and the Company shall not be obligated deemed to effect any registration under this have effected a Demand Registration pursuant to Section 3.2 except 2.01(b). If the amount of Registrable Securities to be underwritten has not been limited in accordance with the following provisions: (i) The first sentence of this Section 2.01(f), the Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to the holders of Company Shares or, if the Registrable Securities held by include securities other than Company Shares, the holders of securities of the same class of those securities included in the Registrable Securities, in each case, other than the Holders initiated pursuant to this Section 3.2; provided(“Other Holders”), however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at may include such securities for their own account or for the request account of Other Holders in such Registration if the Holders shall not be underwriter(s) so counted if such withdrawal is based upon material adverse information relating agree and to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating extent that, in the good faith judgment opinion of such underwriter(s), the inclusion of such additional amount will not adversely affect the offering of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for Registrable Securities included in such registration statement to be filed and it is therefore essential to defer the filing of such registration statementRegistration.

Demand Registration. (a) On any date During the Effectiveness Period and after March 15, 2001, the Holders of at least fifty percent (50%) filing and effectiveness of the Initial Registration Statement and any Follow-On Registration Statement covering all of the Initial Registrable Securities, Investor shall have the right to provide the Company with written notice (each a “Demand Notice”) requiring the Company to file an Additional Registration Statement covering such number of Additional Registrable Securities then outstanding as Investor requests in the Demand Notice, subject to Section 2(b)(2) (the "Initiating Holders") may request in writing registration under the 1933 Act (a "“Demand Registration"Registrable Securities”). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisionsfollows: (i) The if Investor has sold all of the Initial Registrable Securities, Investor shall have the right to require the Company shall not be obligated to use its reasonable best efforts to prepare and file and cause to become effective more than one registration statement with respect to an Additional Registration Statement covering the resale of the Demand Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (yi) the Board of Directors effective date of the Company determines in good faith that (A) it is in possession of materialInitial Registration Statement, nonor any Follow-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the CompanyOn Registration Statement, or (zii) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President date of the Company stating thatDemand Notice, in the good faith judgment whichever is later. (ii) if Investor has not sold all of the Board of Directors Initial Registrable Securities, Investor shall have the right to require the Company to prepare and file an Additional Registration Statement covering the resale of the CompanyDemand Registrable Securities within ninety (90) days of (i) the effective date of the Initial Registration Statement, it would otherwise be seriously detrimental or any Follow-On Registration Statement, or (ii) the date of the Demand Notice, whichever is later. (iii) if Investor has sold all of the Demand Registrable Securities registered pursuant to an Additional Registration Statement, Investor shall have the right to require the Company to prepare and its investors for such registration statement file an Additional Registration Statement covering the resale of additional Demand Registrable Securities within sixty (60) days of (i) the effective date of the of the previous Additional Registration Statement, or (ii) the date of the Demand Notice, whichever is later. (iv) if Investor has not sold all of the Demand Registrable Securities registered pursuant to be filed an Additional Registration Statement, Investor shall have the right to require the Company to prepare and it file an Additional Registration Statement covering the resale of additional Demand Registrable Securities within ninety (90) days of (i) the effective date of the of the previous Additional Registration Statement, or (ii) the date of the Demand Notice, whichever is therefore essential to defer the filing of such registration statementlater.

Demand Registration. (a) On In addition, to the extent the Company does not maintain an effective registration statement for the Registrable Securities at any date after March 15time when it is eligible to use a Form S-3 registration statement, 2001, then the Holders (the “Demanding Holders”) may make a written request to the Company for the registration of at least fifty percent (50%) all or a portion of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration under the 1933 Act (a "“Demand Registration"”). The Demand Registration Such written request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the aggregate number of Registrable Securities to be registered. If the Demanding Holders intend to distribute the Registrable Securities covered by their request by means of an underwritten public offering, they shall so advise the Company as a part of their written request. Notwithstanding the foregoing, the intended method Company shall not be obligated to effectuate any Demand Registration unless the aggregate value of disposition thereof and the jurisdictions in which Registrable Securities to be registered on such registration statement is desired. at least $50,000,000 (b) The based on the market price of the Company’s publicly-traded class or series of common stock listed as of the date of the Demand Registration request). In the event of a Demand Registration, the Company shall use its commercially reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty register the applicable Registrable Securities within thirty (12030) days after it receives a request under this Section 3.2receiving the Demand Registration. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the The Demanding Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Registrable Securities proposed proposing to distribute their securities through a Demand Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Demand Registration. The selection of the underwriters shall be subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Furthermore, each Holder must provide the Selling Holder Information to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be included in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to registration statement timely or the Company in its reasonable judgment. (d) may elect to exclude such Holder from the registration statement. The Company shall not be obligated to effect (A) more than one (1) Demand Registration on an non-underwritten basis per consecutive 12-month period and (B) more than one (1) Demand Registration on an underwritten basis per consecutive 12-month period, not to exceed a maximum of three (3) Demand Registrations on an underwritten basis in the aggregate. In an underwritten offering, if the managing underwriter(s) advise the Company that the dollar amount or number of the Registrable Securities that the Demanding Holders desire to sell, taken together with all of the other securities which the Company desires to sell or for which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders, exceeds the Maximum Number of Securities, then the Company shall limit the securities to be included in such underwritten offering to: (x) first, the Registrable Securities of the Demanding Holders pro rata based on the number of securities requested to be sold that can be sold without exceeding the Maximum Number of Securities; (y) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (x), the securities that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (z) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (x) and (y), the securities of other persons that the Company is obligated to register in a registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities. A majority in interest of the Demanding Holders initiating an underwritten offering shall have the right to withdraw its Registrable Securities included in an underwritten offering for any or no reason whatsoever upon written notification to the Company and the underwriter or underwriters (if any) of its intention to so withdraw at any time up to one business (1) day prior to the filing of the applicable preliminary prospectus or prospectus supplement used for marketing such underwritten offering. If withdrawn, a demand for an underwritten offering shall constitute a demand for an underwritten offering by the withdrawing Demanding Holders for purposes of this Section 2(b), unless such Demanding Holders reimburse the Company for all expenses with respect to such underwritten offering (or, if there is more than one Demanding Holder, each Demanding Holder reimburses the Company for a pro rata portion of such expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such underwritten offering). Following the receipt of any withdrawal notice, the Company shall promptly forward such withdrawal notice to any other Holders that had elected to participate in such underwritten offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the registration expenses incurred in connection with an underwritten offering prior to its withdrawal under this Section 3.2 except in accordance with 2(b), other than if a Demanding Holder elects to pay such registration expenses pursuant to the following provisions: (i) The immediately preceding sentence. Notwithstanding the foregoing, the Company shall not be obligated to use its reasonable best efforts take any action to file and cause to become effective more than one registration statement with respect to Registrable Securities held by effect any Demand Registration (x) during the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 period that is subsequently withdrawn at thirty (30) days before the request Company’s good faith estimate of the Holders shall not be so counted if such withdrawal date of, and ending on a date that is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of consummation of, a request for registration Company-initiated offering (pursuant to this which the Piggyback Registration rights set forth in Section 3.2 if (x2(a) at the time of such request the Company is engaged, are exercised or has formal plans to engage within sixty (60waived) days of the time of such request, in an underwritten public offering of shares of Common Stock, or (y) if a Piggyback Registration became effective within the Board of Directors of the Company determines in good faith that preceding ninety (A90) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementdays.

Demand Registration. (a) On Upon written notice provided at any time after the date hereof from any Holder of Registrable Securities requesting that Nabisco effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder, which notice shall specify the intended method or methods of disposition of such Registrable Securities, Nabisco shall use its best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if Nabisco is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering); provided that: (i) with respect to any registration statement filed, or to be filed, pursuant to this Section 3.01, if Nabisco shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the Board of Directors of Nabisco (adopted by the affirmative vote of a majority of the directors not designated by the Holdings Entities) stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Nabisco's reasonable control of any required financial statements, or any other event or condition of similar significance to Nabisco) be significantly disadvantageous (a "Disadvantageous Condition") to Nabisco for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Nabisco shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which Nabisco shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall promptly discontinue use of the prospectus contained in such registration statement and, if so directed by Nabisco, each such Holder will deliver to Nabisco all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing of any such registration statement may not be delayed for a period in excess of six months due to the occurrence of any particular Disadvantageous Condition; (ii) after March 15, 2001any Holdings Ownership Reduction, the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding may collectively exercise their rights under this Section 3.01 on not more than three occasions (it being acknowledged that prior to any Holdings Ownership Reduction, there shall be no limit to the "Initiating Holders"number of occasions on which such Holders (other than any Holdings Transferees and their Affiliates (other than Holdings Entities)) may request in writing registration under exercise such rights); and (iii) the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount Holders of the Registrable Securities proposed shall not have the right to be sold, the intended method of disposition thereof and the jurisdictions exercise registration rights pursuant to this Section 3.01 in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for any six-month period following the registration and sale of the Registrable Securities effected pursuant to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing exercise of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions rights provided in which registration is desiredthis Section 3.01. (b) The Company shall use its reasonable best efforts Notwithstanding any other provision of this Agreement to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives the contrary, a request under this Section 3.2. A registration requested by a Holder of Registrable Securities pursuant to this Section 3.2 3.01 shall not count as the one Demand Registration be deemed to which the Holders are entitled to thereunder have been effected (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement is declared effective and remains effective for at least ninety or (90iii) daysif the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities. (c) If In the event that any registration pursuant to this Section 3.01 shall involve, in whole or in part, an underwritten offering, the Holders of a majority of the Registrable Securities proposed to be registered by shall have the Initiating Holders so elect, right to designate an underwriter or underwriters as the offering lead or managing underwriters of such Registrable Securities underwritten offering and, in connection with each registration pursuant to this Section 3.01, such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed may select one counsel to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgmentrepresent all such Holders. (d) The Company Nabisco shall have the right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, Nabisco and any existing or former directors, officers or employees of the Nabisco Entities) in any registration of Registrable Securities requested by the Holders pursuant to paragraph (a) above; provided, that if such Holders are advised in writing (with a copy to Nabisco) by a nationally recognized investment banking firm selected by such Holders (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities in such registration would be likely to have an adverse effect on the price, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) permitted. The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement Holders with respect to the Registrable Securities held to be offered may require that any such additional equity securities be included in the offering proposed by such Holders on the same conditions as the Registrable Securities that are included therein. If the number of Registrable Securities requested to be included in a registration statement by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at thereof exceeds the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating thatnumber which, in the good faith judgment view of such investment banking firm, can be sold, the number shall be allocated pro rata among the requesting Holders on the basis of the Board relative number of Directors Registrable Securities then held by each such Holder (provided that any number in excess of a Holder's request may be reallocated among the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementremaining requesting Holders in a like manner).

Demand Registration. (a) On Subject to the limitations contained in this Section 3, at any time following the 30 month anniversary of the date after March 15, 2001of the closing of the Purchase Agreement, the Holders Investor may at any time and from time to time request that the Company register for sale all or any of at least fifty percent (50%) of the its Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration under the 1933 Securities Act (in connection with an Underwritten Offering by sending the Company a "Demand Registration"). The Demand Registration written request shall specify setting forth such request and specifying the amount number of the Registrable Securities proposed required to be sold, registered and the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in any such registration all Registrable Securities held by being referred to herein as a Holder from whom “Demand Registration”); provided that the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the minimum number of Registrable Securities to be registeredregistered on behalf of the Investor in any Demand Registration must be equal to at least (i) 33.3% of the Registrable Securities held by Investor (on an as converted basis) on the date hereof. For the avoidance of doubt, the intended method Investor’s right to Demand Registration includes, without limitation, the right to require registration of disposition thereof an underwritten public offering of Registrable Securities (an “Underwritten Offering”) or the right to require the filing of a preliminary and final prospectus supplement to the jurisdictions in which extent that a Shelf Registration Statement is then effective. However, the registration is desiredof shares of Common Stock pursuant to any continuous offering of Registrable Securities pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Offering”) shall be governed by Section 2 hereof. (b) The Subject to the limitations contained in this Section 3, upon the receipt by the Company of a written request for a Demand Registration pursuant to Section 3(a), the Company shall cause a Registration Statement on Form S-3 (or, if the Company is not then eligible to register the Shares for resale on Form S-3, on another appropriate form in accordance with the Securities Act) to be filed within sixty (60) days after the date on which the initial request is given (provided, however, that no filing of a Demand Registration shall be made earlier than the 36 month anniversary of the date of the closing of the Purchase Agreement) and shall use its reasonable best efforts to cause any such Registration Statement to be declared effective by the Commission as soon as practicable thereafter covering all of the Registrable Securities requested to be registered in the Demand Registration Registration. The Company shall not be required to become effective not later effect more than one hundred twenty three (1203) days after it receives a request under this Section 3.2. A registration requested Demand Registrations pursuant to this Section 3.2 3. Any registration initiated as a Demand Registration pursuant to Section 3(a) shall not count as the one a Demand Registration unless and until the Registration Statement with respect to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) daysshall have become effective. (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any Demand Registration within one-hundred eighty (180) days after the effective date of a previous Demand Registration or a previous registration under this Section 3.2 except in accordance with which the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) Investor was given Piggyback Registration rights. The Company may delay postpone the filing or effectiveness of any registration statement a Registration Statement for a period of Demand Registration (i) for up to ninety (90) days after if the date Company, in good faith, determines that such Demand Registration would reasonably be expected to result in an Adverse Disclosure or (ii) for up to ninety (90) days, if the Company, in good faith, intends to conduct a primary offering of a request for registration pursuant to this Section 3.2 if Common Stock within ninety (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (6090) days of the time of proposed Demand Registration; provided, that in such requestevent the Investor shall be entitled to withdraw such request and, in an underwritten public offering of shares of Common Stockif such request is withdrawn, (y) the Board of Directors such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company determines shall pay all registration expenses in good faith that connection with such registration. (Ad) it The Investor may withdraw its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of notice from the Investor to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement and such registration shall nonetheless be deemed a Demand Registration hereunder unless the withdrawal is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other made after a material transaction by or of adverse change to the Company or concerning pending after notice of a postponement based on an Adverse Disclosure pursuant to Section 3(c). (e) In the case of any Demand Registration that relates to an Underwritten Offering, the Investor shall select the investment banking firms as the Investor and Company may mutually agree to act as the managing underwriter or threatened litigation and (B) disclosure of underwriters in connection with such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementUnderwritten Offering.

Demand Registration. (ai) On At any date time after March 15the 180th day after the Closing Date, 2001any Holder that holds Registrable Securities (the “Initiating Holder”) shall have the option and right, exercisable by delivering a written notice to the Partnership (a “Demand Notice”), to require the Partnership to, pursuant to the terms and subject to the limitations set forth in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms set forth in the Demand Notice (a “Demand Registration”). Upon receipt of a Demand Notice from any Initiating Holder (the “Initiating Holder”), the Holders of at least fifty percent (50%) Partnership shall file with the Commission as promptly as reasonably practicable a Registration Statement providing for the offer and sale of the Registrable Securities then outstanding (identified in such Demand Notice, which Registration Statement may, at the "option of the Initiating Holders") may request in writing registration under Holder, be a Registration Statement that provides for the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount resale of the Registrable Securities proposed from time to be sold, time pursuant to Rule 415 under the Securities Act in accordance with the intended timing and method or methods of disposition distribution thereof and specified in the jurisdictions in which registration is desiredDemand Notice. Upon The Partnership shall have the receipt right to elect that any Demand Registration be made pursuant to a Shelf Registration Statement. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate Statement and to prepare remain effective and available for the registration resale of the Registrable Securities to be registered. Within fifteen (15) days after by the receipt of Selling Holders named therein for not less than six months following such request, the Company shall give written notice thereof to all other Holders and include in Registration Statement’s effective date or such registration shorter period when all Registrable Securities held covered by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering Statement have been sold (the "Approved Underwriter"“Effectiveness Period”); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun the Partnership shall not be required to effect the Registration of Registrable Securities pursuant to this Section 3.2 2(a) unless at least an aggregate of Registrable Securities (as adjusted to reflect splits, combinations, dividends and recapitalizations) are offered or the Registrable Securities are offered at an aggregate proposed offering price of not less than $30 million. In the event the Partnership receives a Demand Notice from one or more Holders request that is subsequently withdrawn at satisfies the request of conditions set forth in the immediately preceding sentence, the Partnership shall retain such underwriters and bookrunning managers as are mutually agreed by the Partnership and the Selling Holders in order to permit such Selling Holders to offer and sell the Registrable Securities set forth in the Demand Notice through an Underwritten Offering. The Partnership and such Selling Holders shall not be so counted if enter into an underwriting agreement in customary form and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions set forth in the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such withdrawal underwriting agreement or as the General Partner may determine is based upon material adverse information relating reasonably necessary to effect such Underwritten Offering. Any Holder may withdraw from such Underwritten Offering by notice to the Company or its conditionPartnership and the managing underwriter, business, or prospects which provided such notice is different from that generally known delivered prior to the Rights Holders at the time launch of their requestsuch Underwritten Offering. (ii) The Company Within five (5) Trading Days of the Partnership’s receipt of a Demand Notice, the Partnership shall give written notice of such Demand Notice to all Holders eligible to participate in the Demand Registration pursuant to this Section 2(a) (the “Demand Eligible Holders”). and shall, subject to the limitations of this Section 2(a), as promptly as is reasonably practicable, file a Registration Statement covering all of the Registrable Securities that the Demand Eligible Holders shall in writing request (such request to be given to the Partnership within five (5) Trading Days of receipt of such notice of the Demand Notice given by the Partnership pursuant to this Section 2(a)(ii)) to be included in such Demand Registration as directed by the Initiating Holder in the Demand Notice. (iii) Subject to the other limitations contained in this Agreement, the Partnership is not obligated hereunder to effect more than (A) one (1) Demand Registration on Form S-1 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period and (B) two (2) Demand Registrations on Form S-3 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period. (iv) Notwithstanding any other provision of this Section 2(a), the Partnership shall not be required to effect a registration or file a Registration Statement pursuant to this Section 2(a), and may delay suspend the use of an effective Registration Statement: (A) during the period starting with the date that is sixty (60) days prior to the General Partner’s good faith estimate of the date of filing or effectiveness of, and ending on the date that is ninety (90) days after the effective date of, a Partnership-initiated registration that is approved by the board of any directors of the General Partner, provided that the Partnership is actively employing commercially reasonable efforts to cause such registration statement to become effective; (B) for a period of up to ninety (90) days after the date of a request for registration Demand Notice is received by the Partnership pursuant to this Section 3.2 2(a) if the General Partner determines that the Partnership’s compliance with its obligations under this Agreement would be detrimental to the Partnership because such registration would be reasonably likely to (x) materially interfere with a significant acquisition, financing, merger, reorganization or other similar transaction involving the Partnership or otherwise have a material adverse effect on the Partnership, (y) require disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (z) render the Partnership unable to comply with requirements under applicable securities laws (any such period, a “Suspension Period”); provided, however, that in no event shall the Partnership postpone or defer any Demand Registration pursuant to this Section 2(a)(iv) for more than an aggregate of one hundred and eighty (180) days in any twelve (12) month period. (v) Notwithstanding any other provision of this Section 2(a), in the event that the managing underwriter of an Underwritten Offering advises the Partnership and the Demand Eligible Holders in writing that, in such managing underwriter’s opinion, the inclusion of all or some Registrable Securities of Demand Eligible Holders in a subject Registration Statement would have a material adverse effect on the timing or success of the Underwritten Offering (including the price received for the securities to be offered in such Underwritten Offering), the total number of Registrable Securities of each Demand Eligible Holder that shall be included in such Underwritten Offering shall be reduced on a Pro Rata basis until the total number of Registrable Securities offered in such Underwritten Offering will not, in the opinion of the managing underwriter, have such a material adverse effect. Any Registrable Securities excluded or withdrawn from such Underwritten Offering shall be withdrawn from the registration. (vi) The Partnership may include in any such Demand Registration other Partnership Securities for sale for its own account or for the account of any other Person; provided that if the managing underwriter for the offering determines that the number of Partnership Securities proposed to be offered in such offering would have a material adverse effect on the timing or success of such offering (including the price received for the securities to be offered in such offering), then the Registrable Securities to be sold by the Demand Eligible Holders shall be included in such registration before any Partnership Securities proposed to be sold for the account of the Partnership or any other Person. Any such Registrable Securities to be offered in such offering shall be allocated among the Demand Eligible Holders on a Pro Rata basis. (vii) Subject to the limitations contained in this Agreement, the Partnership shall effect any Demand Registration on Form S-3 (except if the Partnership is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such Demand Registration shall be effected on another appropriate form for such purpose pursuant to the Securities Act) and if the Partnership becomes, and is at the time of such request its receipt of a Demand Notice, a WKSI, the Company Demand Registration for any offering and selling of Registrable Securities through a firm commitment underwriting shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Partnership); provided, however, that if at any time a Registration Statement on Form S-3 is engaged, effective and a Holder provides written notice to the Partnership that it intends to effect an offering of all or has formal plans to engage within sixty (60) days part of the time of Registrable Securities included on such requestRegistration Statement, the Partnership will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (viii) Without limiting Section 3, in an underwritten public offering of shares of Common Stockconnection with any Demand Registration pursuant to and in accordance with this Section 2(a), (y) the Board of Directors of the Company determines in good faith that Partnership shall, (A) it is promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Demand Eligible Holders shall reasonably request; provided, however, that no such qualification shall be required in possession any jurisdiction where, as a result thereof, the Partnership would become subject to general service of materialprocess or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, non-public information concerning an acquisitionamendments, mergersupplements, recapitalizationprospectuses, consolidationcertificates, reorganization letters, opinions and other documents as may be necessary to apply for listing or other material transaction by or of to list the Company or concerning pending or threatened litigation Registrable Securities subject to such Demand Registration on the Trading Market and (B) disclosure do any and all other acts and things that may be necessary or appropriate or reasonably requested by the Demand Eligible Holders to enable such Holders to consummate a public sale of such information would jeopardize any Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (ix) In the event a Holder transfers Registrable Securities included on a Registration Statement in accordance with Section 7(e), and such transaction Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Partnership shall amend or litigation or otherwise materially harm supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Registration Statement. (x) The Partnership shall use commercially reasonable efforts to become eligible to use Form S-3 and, after becoming eligible to use Form S-3, shall use commercially reasonable efforts to remain eligible to use Form S-3, including by timely filing all reports with the Company, or (z) Commission and meeting the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President other requirements of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementExchange Act.

Demand Registration. (a) On The Company shall use its best efforts to qualify and remain qualified to register securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any date after March 15, 2001successor form thereto. At such time as the Company shall have qualified for the use of a Registration Statement on Form S-3, the Holders holder of at least fifty percent (50%) of the Registrable Securities then outstanding shall have the right to request an initial registration and thereafter on a quarterly basis after the first Demand Registration shall have been declared effective by the Commission registrations of its Registrable Securities on Form S-3 or any similar short-form registration (the "Initiating Holders") may request in writing registration under the 1933 Act (each a "“Demand Registration"”). The Each request for a Demand Registration request shall specify the amount approximate number of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities requested to be registered. Within fifteen (15) days after the receipt of such request, the The Company shall give written notice thereof cause a Registration Statement on Form S-3 (or any successor form) to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least be filed within ten (10) days prior to after the filing of date on which the registration statement. Each such initial request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof is given and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration Statement to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is be declared effective and remains effective by the Commission as soon as practicable thereafter. (b) The Company may postpone for at least up to ninety (90) daysdays the filing or effectiveness of a Registration Statement for a Demand Registration if the Company's Board determines in its reasonable good faith judgment that such Demand Registration would (i) materially interfere with a significant acquisition, corporate organization or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act. (c) If Holders of a majority the holder of the Registrable Securities proposed requesting a Demand Registration elects to be registered by distribute the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be covered by its request in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, it shall so advise the Holders holding Company as a majority part of their request made pursuant to Section 2(a). The holder of the Registrable Securities proposed to be registered by requesting the Initiating Holders Demand Registration shall select and obtain an the investment banking firm of national reputation or firms to act as the managing underwriter of the offering (the "Approved Underwriter")or underwriters in connection with such offering; provided, that the Approved Underwriter shall, in any case, such selection shall be acceptable subject to the Company in its reasonable judgmentconsent of the Company, which consent shall not be unreasonably withheld or delayed. (d) The Company shall not be obligated grant registration rights to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request other holder of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement Company’s securities for a period of up to ninety twelve (9012) days after months from the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request Agreement. Nothing contained in this Agreement shall prevent the Company is engagedfrom filing a registration statement solely for the Company’s account including without limitation, a registration statement relating to any employee benefit plan filed on Form S-8 or has formal plans similar form or, with respect to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, any corporate reorganization or other material transaction by or under Rule 145 of the Company Securities Act, a registration statement on Form S-4 or concerning pending similar form, or threatened litigation and (B) disclosure any registration statement relating to the registration of such information would jeopardize any such transaction or litigation or otherwise materially harm securities issued to raise financing for the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. (ai) On At any date time after March 15the Effective Date, 2001any Holder that holds Registrable Securities (the “Initiating Holder”) shall have the option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms and subject to the limitations set forth in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms set forth in the Demand Notice (a “Demand Registration”). Upon receipt of a Demand Notice from any Initiating Holder (the “Initiating Holder”), the Holders of at least fifty percent (50%) Company shall file with the Commission as promptly as reasonably practicable a Registration Statement providing for the offer and sale of the Registrable Securities then outstanding (identified in such Demand Notice, which Registration Statement may, at the "option of the Initiating Holders") may request in writing registration under Holder, be a Registration Statement that provides for the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount resale of the Registrable Securities proposed from time to be sold, time pursuant to Rule 415 under the Securities Act in accordance with the intended timing and method or methods of disposition distribution thereof and specified in the jurisdictions in which registration is desiredDemand Notice. Upon The Company shall have the receipt right to elect that any Demand Registration be made pursuant to a Shelf Registration Statement. The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate Statement and to prepare remain effective and available for the registration resale of the Registrable Securities by the Selling Holders named therein for not less than six months following such Registration Statement’s effective date or such shorter period when all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, that the Company shall not be required to be registeredeffect the registration of Registrable Securities pursuant to this Section 2(a) unless at least an aggregate of 1,500,000 Registrable Securities (as adjusted to reflect splits, combinations, dividends and recapitalizations) are offered or the Registrable Securities are offered at an aggregate proposed offering price of not less than $30 million. In the event the Company receives a Demand Notice from one or more Holders request that satisfies the conditions set forth in the immediately preceding sentence, the Company shall retain such underwriters and bookrunning managers as are mutually agreed by the Company and the Selling Holders in order to permit such Selling Holders to offer and sell the Registrable Securities set forth in the Demand Notice through an Underwritten Offering. The Company and such Selling Holders shall enter into an underwriting agreement in customary form and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions set forth in the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement or as the General Partner may determine is reasonably necessary to effect such Underwritten Offering. Any Holder may withdraw from such Underwritten Offering by notice to the Company and the managing underwriter, provided such notice is delivered prior to the launch of such Underwritten Offering. (ii) Within fifteen five (155) days after Trading Days of the Company’s receipt of such requesta Demand Notice, the Company shall give written notice thereof of such Demand Notice to all other Holders eligible to participate in the Demand Registration pursuant to this Section 2(a) (the “Demand Eligible Holders”). and include shall, subject to the limitations of this Section 2(a), as promptly as is reasonably practicable, file a Registration Statement covering all of the Registrable Securities that the Demand Eligible Holders shall in writing request (such request to be given to the Company within five (5) Trading Days of receipt of such notice of the Demand Notice given by the Company pursuant to this Section 2(a)(ii)) to be included in such registration all Registrable Securities held Demand Registration as directed by a the Initiating Holder from whom in the Demand Notice. (iii) Subject to the other limitations contained in this Agreement, the Company has received is not obligated hereunder to effect more than (A) one (1) Demand Registration on Form S-1 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period and (B) two (2) Demand Registrations on Form S-3 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period. (iv) Notwithstanding any other provision of this Section 2(a), the Company shall not be required to effect a written request for inclusion therein at least ten registration or file a Registration Statement pursuant to this Section 2(a), and may suspend the use of an effective Registration Statement: (10A) during the period starting with the date that is sixty (60) days prior to the filing General Partner’s good faith estimate of the registration statement. Each such request will also specify date of filing of, and ending on the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration date that is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders days after the effective date of, a Company-initiated registration that is approved by the board of a majority directors of the Registrable Securities proposed to be registered by the Initiating Holders so electGeneral Partner, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, provided that the Approved Underwriter shall, in any case, be acceptable to the Company in its is actively employing commercially reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause such registration statement to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2effective; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (iiB) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration Demand Notice is received by the Company pursuant to this Section 3.2 2(a) if the General Partner determines that the Company’s compliance with its obligations under this Agreement would be detrimental to the Company because such registration would be reasonably likely to (x) materially interfere with a significant acquisition, financing, merger, reorganization or other similar transaction involving the Company or otherwise have a material adverse effect on the Company, (y) require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under applicable securities laws (any such period, a “Suspension Period”); provided, however, that in no event shall the Company postpone or defer any Demand Registration pursuant to this Section 2(a)(iv) for more than an aggregate of one hundred and eighty (180) days in any twelve (12) month period. (v) Notwithstanding any other provision of this Section 2(a), in the event that the managing underwriter of an Underwritten Offering advises the Company and the Demand Eligible Holders in writing that, in such managing underwriter’s opinion, the inclusion of all or some Registrable Securities of Demand Eligible Holders in a subject Registration Statement would have a material adverse effect on the timing or success of the Underwritten Offering (including the price received for the securities to be offered in such Underwritten Offering), the total number of Registrable Securities of each Demand Eligible Holder that shall be included in such Underwritten Offering shall be reduced on a Pro Rata basis until the total number of Registrable Securities offered in such Underwritten Offering will not, in the opinion of the managing underwriter, have such a material adverse effect. Any Registrable Securities excluded or withdrawn from such Underwritten Offering shall be withdrawn from the registration. (vi) The Company may include in any such Demand Registration other Company Securities for sale for its own account or for the account of any other Person; provided that if the managing underwriter for the offering determines that the number of Company Securities proposed to be offered in such offering would have a material adverse effect on the timing or success of such offering (including the price received for the securities to be offered in such offering), then the Registrable Securities to be sold by the Demand Eligible Holders shall be included in such registration before any Company Securities proposed to be sold for the account of the Company or any other Person. Any such Registrable Securities to be offered in such offering shall be allocated among the Demand Eligible Holders on a Pro Rata basis. (vii) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such Demand Registration shall be effected on another appropriate form for such purpose pursuant to the Securities Act) and if the Company becomes, and is at the time of such request its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities through a firm commitment underwriting shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company); provided, however, that if at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company is engaged, that it intends to effect an offering of all or has formal plans to engage within sixty (60) days part of the time of Registrable Securities included on such requestRegistration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (viii) Without limiting Section 3, in an underwritten public offering of shares of Common Stockconnection with any Demand Registration pursuant to and in accordance with this Section 2(a), (y) the Board of Directors of the Company determines in good faith that shall, (A) it is promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Demand Eligible Holders shall reasonably request; provided, however, that no such qualification shall be required in possession of materialany jurisdiction where, non-public information concerning an acquisitionas a result thereof, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company would become subject to general service of process or concerning pending to taxation or threatened litigation qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) disclosure do any and all other acts and things that may be necessary or appropriate or reasonably requested by the Demand Eligible Holders to enable such Holders to consummate a public sale of such information would jeopardize any Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (ix) In the event a Holder transfers Registrable Securities included on a Registration Statement in accordance with Section 7(e), and such transaction or litigation or otherwise materially harm Registrable Securities remain Registrable Securities following such transfer, at the Companyrequest of such Holder, or (z) the Company shall furnish amend or supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Registration Statement. (x) The Company shall use commercially reasonable efforts to become eligible to use Form S-3 and, after becoming eligible to use Form S-3, shall use commercially reasonable efforts to remain eligible to use Form S-3, including by timely filing all reports with the Holders a certificate signed by Commission and meeting the Chief Executive Officer or President other requirements of the Company stating thatExchange Act. (xi) Whenever an Underwritten Offering has been initiated, each Holder participating in such Underwritten Offering shall, if applicable, cause such Registrable Securities to be redeemed or exchanged for Class A Shares in accordance with the good faith judgment terms of the Board of Directors of HESM Agreement before or substantially concurrently with the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing sale of such registration statementRegistrable Securities.

Demand Registration. (a1) On At any date time after March 15the Employment Commencement Date, 2001and subject to the other provisions of this Section 12, the Holders Executive shall have the right, exercisable by making a written request to the Company, to demand that the Company effect the Registration of at least fifty percent (50%) any Registrable Securities in accordance with the provisions of the Act. The Company shall then comply with Section 12(a)(2) hereof. Any provision herein to the contrary notwithstanding, the right to demand Registration pursuant to this Section 12 shall be limited to one Registration demand per calendar year. A right to demand Registration hereunder shall be deemed to have been exercised and all of the Company's demand Registration obligations hereunder for such calendar year shall be deemed to be fully satisfied when the registration statement filed on account of such exercise has been declared effective by the Commission. If any other executive of the Company exercises his or her right, if any, to demand that the Company effect the Registration of any Registrable Securities, then the Executive shall have the right to Register an equivalent number of Registrable Securities then outstanding without reducing the number demand Registrations the Executive shall have in any calendar year. (the "Initiating Holders"2) may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the Following receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate a request pursuant to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15Section 12(a)(1) days after the receipt of such requesthereof, the Company shall give written notice thereof to all other Holders and include in such (i) file within ninety (90) days thereafter a registration all Registrable Securities held by a Holder from whom statement on the appropriate form under the Act for the shares of Common Stock that the Company has received a written request been requested to Register; (ii) if the applicable Offering is pursuant to an underwriting agreement, enter into an underwriting agreement in such form as said managing or sole underwriter shall require (which must only contain terms and conditions customary for inclusion therein at least ten (10) days prior offerings of equity securities of entities with market capitalizations that are approximately equal to the filing of Company's then current market capitalization and may contain customary provisions requiring the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof Company and the jurisdictions in which registration is desired. Executive to indemnify and provide contribution to the underwriter or underwriters of such Offering); and (biii) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless have such registration statement is declared effective as promptly as practicable and remains to remain effective for at least ninety one hundred eighty (90180) days. (c) If Holders of a majority of . Notwithstanding any other provision hereof, the Registrable Securities proposed to Executive acknowledges and agrees that there can be registered no guarantee or warranty from or by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to will ever be filed declared effective by the Commission, and it is therefore essential to defer that the filing of Company makes no such registration statementguarantee or warranty in this Agreement.

Demand Registration. (a) On Subject to Section 6.1(b), at any date after March 15time and from time to time, 2001, the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding Sponsor Holdings or SHUSA (the "Initiating Holders"“Requesting Demand Shareholder”) may may, in a written notice (a “Demand Notice”) to the Company, request in writing that the Company file a registration statement (a “Demand Registration Statement”) under the 1933 Securities Act (covering the registration of all or a "portion of such Requesting Demand Registration"). The Shareholder’s Registrable Securities, as specified in the Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desiredNotice. Upon the receipt of the such Demand Registration requestNotice, the Company promptly shall take such steps as are necessary or appropriate use reasonable efforts to prepare file a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to be registeredregister by such Requesting Demand Shareholders, to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended methods of distribution thereof specified in such request, and shall use its reasonable efforts to have such Demand Registration Statement declared effective by the Commission as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for a period of time necessary following the date on which such Demand Registration Statement is declared effective for 60 days or such shorter period which will terminate when all of the Registrable Securities covered by such Demand Registration Statement have been sold pursuant thereto (including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Demand Registration Statement or by the Securities Act, any state securities or “blue sky” laws, or any other rules and regulations thereunder). Within fifteen (15) five days after receipt by the receipt Company of such requesta Demand Notice in accordance with this Section 6.1(a), the Company shall give written notice thereof of such Demand Notice to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number holders of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desiredSecurities. (b) The Company will not be obligated to file any Demand Registration Statement within 180 days following the completion of the IPO or within 180 days of the effective date of a previous Demand Registration Statement. The maximum number of registrations that the Company is required to effect in response to Demand Notices given by (i) SHUSA is one and (ii) Sponsor Holdings is four (each, a “Demand Registration Right”). A Demand Registration Statement shall be deemed not to have become effective (and the related registration shall be deemed not to have been effected) unless it has been declared effective by the Commission and remains effective for the period required by Section 6.1(a); provided, however, that if, after it has been declared effective, the offering of any Registrable Securities pursuant to such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement of the Commission or any other Governmental Authority (other than any such stop order or injunction issued as a result of the inclusion in such Demand Registration Statement of any information supplied to the Company for inclusion therein by a Requesting Demand Shareholder), such Demand Registration Statement will be deemed not to have become effective. (c) Notwithstanding anything in this Agreement to the contrary, with respect to any Demand Registration, if (A) (i) the Company is planning to prepare and file a registration statement for a primary offering by the Company of its Securities, or (ii) there is any pending or contemplated material acquisition, corporate reorganization or other material matter involving the Company or there is any pending or contemplated financing by the Company (each, a “Material Transaction”), and (B) the CEO or CFO of the Company notifies in writing each Requesting Demand Shareholder that such officer has reasonably concluded that under such circumstances it would be in the Company’s best interest to postpone the filing of a Demand Registration Statement, then the Company may postpone for up 60 days the filing or the effectiveness (but not the preparation) of a Demand Registration Statement (a “Blackout Period”); provided, that the Company may not on any of the foregoing grounds postpone the filing or effectiveness of Demand Registration Statement more than once during any 12-month period (unless the Requesting Demand Shareholders consent in writing to a longer postponement of the filing or effectiveness of such registration statement). Upon notice by the Company to the Requesting Demand Shareholder of any such determination, the Requesting Demand Shareholder covenants that it shall keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (i) above, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Demand Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, will deliver to the Company any copies then in the Requesting Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. After the expiration of any Blackout Period and without further request from any Requesting Demand Shareholder, the Company shall effect the filing of the Demand Registration Statement and shall use its reasonable best efforts to cause any such Demand Registration Statement to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is be declared effective and remains as promptly as practicable unless the Requesting Demand Shareholder shall have, prior to the effective for at least ninety (90) days. (c) If Holders date of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration Statement, withdrawn in writing its initial request, in which case such withdrawn request shall be in the form of not constitute a firm commitment underwritten offering. If any Demand Registration Right for purposes of Registrable Securities determining the number of Demand Registration Rights to which Sponsor Holdings or SHUSA is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgmententitled under this Agreement. (d) The Company If at any time or from time to time any Requesting Demand Shareholder desires to sell Registrable Securities in an Underwritten Offering pursuant to a Demand Registration Statement, the managing underwriter and all other underwriters shall not be obligated to effect any registration under this Section 3.2 except in accordance with selected by the following provisions: Company. Notwithstanding the foregoing, (i) The Company if Sponsor Holdings exercises its Demand Registration Rights, Sponsor Holdings shall not be obligated have the right to use its reasonable best efforts to file and cause to become effective more than select one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to joint lead managing underwriters and one of the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. co-managers and (ii) The Company may delay if SHUSA exercises its Demand Registration Rights, SHUSA, shall have the filing or effectiveness of any registration statement for a period of up right to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days select one of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors joint lead managing underwriters and one of the Company determines in good faith that (A) it is in possession of material, nonco-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementmanagers.

Demand Registration. (ai) On any date after March 15, 2001If (i) a Shelf Registration Statement has not been filed in accordance with Section 2(a) registering the offer and sale of such Registrable Securities as required in accordance with Section 2(a) or (ii) following the effectiveness of the Shelf Registration Statement contemplated by Section 2(a), the Holders Company thereafter ceases to have an effective Shelf Registration Statement registering the offer and sale of all Registrable Securities during the Shelf Period (other than during any Suspension Period), subject to the terms and conditions of this Agreement, at least fifty percent (50%) any time after the expiration of the Lock‑Up Period, any Investor Holder shall have the option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities then outstanding (on the "Initiating Holders") terms and conditions specified in the Demand Notice, which may request in writing registration under the 1933 Act include sales on a delayed or continuous basis pursuant to Rule 415 on a Shelf Registration Statement (a "“Demand Registration"”). The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration request and the intended timing and method of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall specify the amount of Company be required to effectuate a Demand Registration unless the Registrable Securities proposed of the Holders to be soldincluded therein after compliance with Section 2(b)(ii) (A) represent at least 5% of the total outstanding Common Shares or (B) have an aggregate value of at least $50 million based on the VWAP (the “Minimum Amount”) as of the date of the Demand Notice. (ii) Within five Business Days (or if the Registration Statement will be a Shelf Registration Statement, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon within three Business Days) after the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such requestNotice, the Company shall give written notice thereof of such Demand Notice to all other Holders and, within 30 days after receipt of the Demand Notice (except if the Company is not then eligible to register for offer and include resale the Registrable Securities on Form S‑3, in which case, within 90 days thereof), shall, subject to the limitations of this Section 2(b), file a Registration Statement in accordance with the terms and conditions of, and the intended timing and method of disposition described in, the Demand Notice, which Registration Statement shall cover all of the Registrable Securities that the Holders shall in writing request to be included in the Demand Registration (such request to be given to the Company within three Business Days after receipt of notice of the applicable Demand Notice given by the Company pursuant to this Section 2(b)(ii)). Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of such Demand Notice, and shall not disclose or use the information contained in such registration notice without the prior written consent of the Company or until such time as the information contained therein is or becomes available to the public generally other than as a result of disclosure by the Holder in breach of the terms of this Agreement. The Company shall use commercially reasonable efforts to cause such Registration Statement to become, as soon as reasonably practicable after the filing thereof (but no later than five Business Days after the date the Company is notified by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review), and remain continuously, effective under the Securities Act until the earlier of (A) 180 days (or the expiration of the Shelf Period if a Shelf Registration Statement is requested) after the Effective Date of such Registration Statement or (B) the date on which all Registrable Securities covered by such Registration Statement have been sold or otherwise disposed of or such Shares are no longer Registrable Securities (the “Effectiveness Period”); provided that such period shall be extended for a period of time equal to the period the Holders refrain from selling any securities included in such Registration Statement at the request of an underwriter of the Company or the Company pursuant to this Agreement. (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration within 60 days after the closing of any Requested Underwritten Offering, or (B) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities held by a the Initiating Holder from whom shall have become and remains effective under the Company has received a written request for inclusion therein at least ten (10) days prior Securities Act and is sufficient to the filing permit offers and sales of the registration statementnumber and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method of disposition thereof specified in the Demand Notice. Each such request will also specify No Demand Registration shall be deemed to have occurred for purposes of this Section 2(b)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for its entire Effectiveness Period, in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. Further, a Demand Registration shall not constitute a Demand Registration of the Initiating Holder for purposes of this Section 2(b)(iii) if, as a result of Section 2(b)(v), there is included in the Demand Registration less than the lesser of (x) Registrable Securities of the Initiating Holder having a VWAP measured on the Effective Date of the applicable Registration Statement of $50 million and (y) two-thirds of the number of Registrable Securities the Initiating Holder set forth in the applicable Demand Notice. (iv) A Holder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement by delivering written notice to the Company setting forth the number of Registrable Securities that the Holder intends to withdraw from such Demand Registration. Upon receipt of written notice from the Initiating Holder that the Initiating Holder is withdrawing all of its Registrable Securities from the Demand Registration or written notice from a Holder to the effect that the Holder is withdrawing an amount of its Registrable Securities such that the remaining amount of Registrable Securities to be registeredincluded in the Demand Registration is below the Minimum Amount, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration nonetheless shall be deemed a Demand Registration with respect to the Initiating Holder for purposes of Section 2(b)(iii) unless (A) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out‑of‑pocket fees and expenses (including the reasonable and documented fees and expenses of the Company’s counsel) incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities the Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (B) the withdrawal is made following the occurrence of a Material Adverse Change or the occurrence of a Suspension Period or Blackout Period. (v) The Company may include in any such Demand Registration other Company Securities for sale for its own account or for the account of any other Person, subject to Section 2(b)(v) and Section 2(e)(iii). (vi) In the case of a Demand Registration not being underwritten, if the applicable Initiating Holder advises the Company that in its reasonable opinion the aggregate number of securities requested to be included in such registration exceeds the number that can be included without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the Company shall include in such Demand Registration only that number of securities that, in the reasonable opinion of such Initiating Holder, will not have such adverse effect, with such number to be allocated as follows: (A) first, pro‑rata among all Holders (including the Initiating Holder) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder, (B) second, if there remains availability for additional securities to be included in such Demand Registration, to the Company, and (C) third, if there remains availability for additional securities to be included in such Demand Registration following the allocation provided in clauses (A) and (B) above, to any other holders of Company Securities entitled to participate in such Demand Registration, if applicable, based on the relative number of Company Securities such holder is entitled to include in such Demand Registration. (vii) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of the Commission (A) as shall be selected by the Company and (B) as shall permit the disposition of the Registrable Securities in accordance with the intended method of disposition thereof as reasonably specified in the Demand Notice; provided that if the Company becomes, and is at the jurisdictions in which registration is desired. (b) The Company shall use time of its reasonable best efforts to cause any such receipt of a Demand Notice, a WKSI, the Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested for any offering and selling of Registrable Securities shall be effected pursuant to this Section 3.2 an Automatic Shelf Registration Statement, which shall not count as be on Form S‑3 (if available to the one Demand Company). If at any time a Registration to which the Holders are entitled to thereunder unless such registration statement Statement on Form S‑3 is declared effective and remains effective for at least ninety (90) days. (c) If Holders a Holder provides written notice to the Company that it intends to effect an offering of a majority all or part of the Registrable Securities proposed included on such Registration Statement, the Company shall amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (viii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(b), the Company shall (A) promptly prepare and file or cause to be registered prepared and filed (1) such additional forms, amendments, supplements, Prospectuses, certificates, letters, opinions and other documents as may be necessary or advisable to register or qualify the Registrable Securities subject to such Demand Registration, including under the securities laws of such jurisdictions as any Investor Holder shall reasonably request; provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of such registration and (2) such forms, amendments, supplements, Prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Initiating Holders so electto enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method of distribution thereof. (ix) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the offering Company shall amend or supplement such Registration Statement as may be necessary in order to enable the transferee of such Registrable Securities to offer and sell such Registrable Securities pursuant to such Demand Registration Statement; provided that in no event shall the Company be in the form of required to file a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable post‑effective amendment to the Company in its reasonable judgment. Registration Statement unless (dA) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to such Registration Statement includes only Registrable Securities held by the Holders initiated pursuant to this Section 3.2; providedHolder, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request Affiliates of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company Holder or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days transferees of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization Holder or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to has received written consent therefor from each other Holder for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holders a certificate signed by the Chief Executive Officer or President Holder, Affiliates of the Company stating that, in the good faith judgment Holder or transferees of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementHolder.

Demand Registration. (a) On Subject to Section 5 hereof, if at any date after March 15, 2001, time any Holder shall request the Holders of at least fifty percent (50%) Company in writing to register under the Securities Act all or a part of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration under the 1933 Act held by such Holder (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement, on such appropriate form as the Company in its discretion shall determine, providing for the sale of all other Holders and include in such Registrable Securities by such Holder. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior have ceased to the filing of the registration statementbe Registrable Securities. Each such request will also specify the number of Registrable Securities registration statement filed pursuant to be registered, the intended method of disposition thereof and the jurisdictions in which registration this Section 2(a) is desiredhereinafter referred to as a "Demand Registration Statement." (b) The Company shall agrees(i), unless it obtains the prior written consent of Hay, not to effect any public or private sale, distribution or purchase of any of its securities which are the same as or similar to the Registrable Securities, including a sale pursuant to Regulation D under the Securities Act, during the 15-day period prior to, and during the 45-day period beginning on, the closing date of each underwritten offering under any Demand Registration Statement, and (ii) to use its reasonable best efforts to cause each holder of its securities purchased from the Company, at any time on or after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution of any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives securities during such period, including a request under this Section 3.2. A registration requested sale pursuant to this Section 3.2 shall not count as Rule 144 under the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) daysSecurities Act. (c) If Holders The Company may postpone for a reasonable period of a majority of the Registrable Securities proposed time, not to be registered by the Initiating Holders so electexceed 60 days, the offering filing or the effectiveness of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted Statement if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith determines that (A) it is in possession of materialsuch registration might have a material adverse effect on any plan or proposal by the Company with respect to any financing, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by transaction, or of the Company or concerning pending or threatened litigation and (B) disclosure the Company is in possession of such material non-public information would jeopardize any such that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or litigation in progress or otherwise materially harm in other material adverse consequences to the Company. (d) If at any time any Holder of Registrable Securities to be covered by a Demand Registration Statement desires to sell Registrable Securities in an underwritten offering, or (zsuch Holder shall have the right to select any nationally recognized investment banking firm(s) to administer the Company shall furnish offering, subject to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors approval of the Company, it would otherwise which approval shall not be seriously detrimental to unreasonably withheld, and the Company and its investors for such registration statement to be filed and it is therefore essential to defer shall enter into underwriting agreements with the filing underwriter(s) of such registration statementoffering, which agreements shall contain such representations and warranties by the Company, and such other terms, conditions and indemnities as are at the time customarily contained in underwriting agreements for similar offerings.

Demand Registration. At any time after the expiration of any applicable lock-up period agreed to by any Holder with the Managing Underwriter in connection with the IPO (aor if such lock-up period is waived by such Managing Underwriter, from and after such earlier date), upon the written request (a “Notice”) On any date after March 15by a Holder or Holders collectively owning at least 250,000 of the then outstanding Registrable Securities, 2001subject to adjustment pursuant to Section 3.04, the Holders of at least fifty percent (50%) of Partnership shall file with the Registrable Securities then outstanding (the "Initiating Holders") may request Commission, as soon as reasonably practicable, but in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon no event more than 60 days following the receipt of the Demand Notice, a registration statement under the Securities Act (each, a “Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare Statement”) providing for the registration resale of the Registrable Securities Securities. Each Registration Statement shall be on (i) Form S-3 providing for an offering to be registeredmade on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale of securities from time to time (a “Shelf Registration Statement”), or (ii) if the Partnership is not then eligible to file on Form ▇-▇, ▇▇▇▇ ▇-▇ or another form pursuant to any other rule or regulation promulgated under the Securities Act, or any successor rule that may be adopted by the Commission. Within fifteen (15) days The Partnership shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the receipt initial filing of such request, the Company Registration Statement. Any Registration Statement shall give written notice thereof provide for the resale pursuant to all other any method or combination of methods legally available and requested by the Holders of any and include in such registration all Registrable Securities held covered by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statementsuch Registration Statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company Partnership shall use its commercially reasonable best efforts to cause any such Demand each Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested Statement filed pursuant to this Section 3.2 shall not count as 2.01 to be continuously effective, supplemented and amended to the one Demand Registration extent necessary to which ensure that it is available for the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders resale of a majority of the all Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant until all Registrable Securities covered by such Registration Statement have ceased to this Section 3.2; provided, however, that any registration proceeding begun pursuant be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to this Section 3.2 that is subsequently withdrawn at the request form in all material respects with all applicable requirements of the Holders Securities Act and shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration contain an untrue statement for a period of up to ninety (90) days after the date of a request for registration pursuant material fact or omit to this Section 3.2 if (x) at state a material fact required to be stated therein or necessary to make the time statements therein not misleading. There shall be no limit on the number of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith Registration Statements that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction may be required by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementhereunder.

Demand Registration. (a) On any As soon as possible after the date after March 15, 2001hereof, the Holders Company shall file a Registration Statement with the SEC covering the resale of at least fifty percent (50%) all of the Registrable Securities. The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. In the event that the Company is unable to register for resale under Rule 415 all of the Registrable Securities on the Registration Statement that it has agreed to file pursuant to Section 2(a) due to limits imposed by the SEC?s interpretation of Rule 415, then outstanding the Company shall be obligated to include in such Registration Statement (the "Initiating Holders"as withdrawn and refiled if necessary to comply with Rule 415) may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount only such limited portion of the Registrable Securities proposed to be sold, as the intended method SEC shall permit. Any exclusion of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities shall be made pro rata among the Holders in proportion to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities held by such Holders. Any request for acceleration of the Registration Statement shall seek effectiveness at 5:00 p.m., New York time, or as soon thereafter as practicable. The Company shall notify the Holders by facsimile or e-mail as soon as promptly practicable, and in any event, prior to be registered9:00 a.m., New York time, on the intended method of disposition thereof day after any Registration Statement is declared effective, shall file with the SEC under Rule 424 a final prospectus as promptly as practicable, and in any event, prior to 9:00 a.m., New York time, on the jurisdictions in which registration day after any Registration Statement is desireddeclared effective. (b) The Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an Additional Registration Statement on Form S-1 (or Form S-3, if applicable) covering the resale of all of the Registrable Securities not previously registered in a Registration Statement or a preceding Additional Registration Statement as the case may be. To the extent the SEC does not permit the aforesaid Registrable Securities to be registered on an Additional Registration Statement, the Company shall file Additional Registration Statements successively trying to register on each such Additional Registration Statement the maximum number of remaining Registrable Securities until the resale of the remaining Registrable Securities have been registered with the SEC. The Company shall use its commercially reasonable best efforts to cause any such Demand have each Additional Registration to become Statement declared effective not by the SEC as soon as practicable, but in no event later than one hundred twenty (120) days after it receives a request under this Section 3.2the Additional Effectiveness Deadline. A registration requested By 9:00 a.m. New York time on the business day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 the final prospectus to be used in connection with sales pursuant to this Section 3.2 shall not count as the one Demand such Additional Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) daysStatement. (c) If Holders of a majority of Registration Statement or Additional Registration Statement covering the Registrable Securities proposed is not filed with the SEC on or prior to be registered by the Initiating Holders so electFiling Deadline or Additional Filing Deadline, respectively, the offering Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an aggregate amount equal to 2% of such the Fully Diluted Shares Outstanding for each 30-day period or pro rata for any portion thereof following the Filing Deadline or Additional Filing Deadline for which no Registration Statement or Additional Registration Statement, as the case may be, is filed with respect to the Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offeringSecurities. If any Demand a Registration of Statement or Additional Registration Statement covering the Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered not declared effective by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable SEC prior to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: earlier of (i) The five (5) business days after the SEC shall have informed the Company that there will be no further comments on the Registration Statement, or the Additional Registration Statement, as the case may be, (ii) the Effective Deadline or (iii) an Additional Effectiveness Deadline (either (i), (ii) or (iii) shall be deemed the ?Effectiveness Deadline?), the Company will make pro rata payments to each Holder, as liquidated damages and not be obligated as a penalty, in an aggregate amount equal to use its reasonable best efforts to file and cause to become 2% of the Fully Diluted Shares Outstanding for each 30-day period or pro rata for any portion thereof following the Effectiveness Deadline for which no Registration Statement is declared effective more than one registration statement with respect to the Registrable Securities held by the Holders initiated pursuant to this Section 3.2Securities; provided, however, that no such damages shall apply to the extent the delay is caused by any registration proceeding begun pursuant act or omission of the Holder in furnishing information needed to this Section 3.2 that is subsequently withdrawn at register the request shares. Such issuance shall constitute the Holders exclusive remedy for such events, but shall not affect the right of the Holders to seek injunctive relief. Such issuance shall not be so counted if made to each Holder via delivery of a Common Stock certificate within five (5) business days of such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestevent. (iid) The Company may delay Notwithstanding the filing or effectiveness provisions of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at 2.1, in no event shall the time of such request Company be liable for liquidated damages in the event that the Company is engaged, or has formal plans unable to engage within sixty (60) days register for resale all of the time Registrable Securities on the Registration Statement that it has agreed to file pursuant to Section 2(a) due to limits imposed by the SEC?s interpretation of such requestRule 415 provided, however, in an underwritten public offering of shares of Common Stocksuch event, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish timely file and obtain effectiveness of an Additional Registration Statement pursuant to the Holders a certificate signed by the Chief Executive Officer or President provisions of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementSection 2(b).

Demand Registration. (a) On any Upon written notice (a “Demand Notice”) on one occasion by Holders owning a majority of the then outstanding Registrable Securities on or after the date that is 120 days after March 15the date of this Agreement, 2001the Company shall file a registration statement covering the sale or distribution by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, including without limitation, by way of underwritten offering, block sale or other distribution plan designated by the Holders of at least fifty percent (50%) a majority of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount from time to time, of all of the Registrable Securities proposed requested to be soldregistered in the Demand Notice on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, the intended method of disposition thereof and the jurisdictions in which case such registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or be on another appropriate to prepare form and shall provide for the registration of the such Registrable Securities to be registered. Within fifteen for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders) (15the “Demand Shelf Registration”) within 30 days after the receipt date of the Demand Notice and shall use its reasonable best efforts to cause such request, Shelf Registration to be declared effective by the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to Commission as promptly as possible after the filing of thereof, but in any event within 90 days after the registration statement. Each date such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration Shelf Registration is desiredfiled. (b) Once declared effective, the Company shall, subject to Section 9(j), use its reasonable best efforts to cause the Demand Shelf Registration to be continuously effective until the earlier of (i) such time as there are no longer any Registrable Securities or (ii) such as all Registrable Securities can be resold without restriction as to volume in any and all three month periods under Rule 144 (the “Effectiveness Period”). (c) If any Shelf Registration ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its reasonable best efforts to promptly cause such Shelf Registration to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration), and in any event shall use its reasonable best efforts to, within 30 days of such cessation of effectiveness, amend such Shelf Registration in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration or (ii) at the option of the Company, file an additional registration statement (a “Subsequent Shelf Registration”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Holders thereof of all securities that are Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration is filed, the Company shall use its reasonable best efforts to (x) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after such filing, but in no event later than the date that is 90 days after such Subsequent Shelf Registration is filed and (y) keep such Subsequent Shelf Registration (or another Subsequent Shelf Registration) continuously effective until the end of the Effectiveness Period. Any such Subsequent Shelf Registration shall be a Registration Statement on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders. (d) The Company shall supplement and amend any Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration if required by the Securities Act or as reasonably requested by the Holders covered by such Shelf Registration. (e) If a person becomes a Holder of Registrable Securities after the Shelf Registration becomes effective under the Securities Act, the Company shall, as promptly as is reasonably practicable following delivery of written notice to the Company of such person becoming a Holder and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration (a “Subsequent Holder Notice”), and in any event within 15 days after such date: (i) if required and permitted by applicable law, file with the Commission a supplement to the related prospectus or a post-effective amendment to the Shelf Registration and any necessary supplement or amendment to any document incorporated therein by reference and file any other required document with the Commission so that such Holder is named as a selling securityholder in a Shelf Registration and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of the Registrable Securities in accordance with applicable law; provided, however, that if a post-effective amendment is required by the rules and regulations of the Commission in order to permit resales by such Holder, the Company shall not be required to file more than one post-effective amendment or a supplement to the related prospectus for such purpose in any 60-day period; (ii) if, pursuant to Section 5(e)(i), the Company shall have filed a post-effective amendment to the Shelf Registration, the Company shall use its reasonable best efforts to cause any such Demand Registration post-effective amendment to become effective not later than one hundred twenty (120) under the Securities Act as promptly as is reasonably practicable, but in any event by the date that is 60 days after it receives a request under the date such post-effective amendment is required by this Section 3.2. A registration requested 5(e) to be filed; and (iii) the Company shall notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety clause (90i) daysabove. (cf) If Holders of a majority Demand Notice delivered in accordance with Section 5(a) specifies that the sale of the Registrable Securities proposed is intended to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of conducted through an underwritten offering, the Holders holding of a majority of the Registrable Securities proposed included in such Demand Notice shall have the right to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of or underwriters to administer the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2offering; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders such managing underwriter or underwriters shall not be so counted if such withdrawal is based upon material adverse information relating reasonably acceptable to the Company. The Holders of Registrable Securities included in such Demand Notice and the Company shall enter into an underwriting agreement in such customary form as shall have been negotiated and agreed to by the Company with the underwriter or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestunderwriters selected for such underwriting. (iig) The Company may delay Notwithstanding any other provision of this Section 5, if the filing managing underwriter or effectiveness of any registration statement for a period of up to ninety (90) days after the date underwriters of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days proposed underwritten offering of the time of such request, in an underwritten public offering of shares of Common Stock, (y) Registrable Securities advise the Board of Directors of the Company determines that in good faith its or their opinion the number of Registrable Securities requested to be included in such Shelf Registration and all other securities proposed to be sold in the offering contemplated thereby exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten Shelf Registration shall be allocated, (i) first, up to the total number of securities the Holders have requested to be included in such Shelf Registration (pro rata based upon the number of securities that each of them shall have requested to be included in such offering), (Aii) it is second, and only if all the Registrable Securities referred to in possession clause (i) have been included, up to the total number of materialsecurities that the holders of piggyback registration rights have requested to be included in such Shelf Registration (pro rata based upon the number of securities that each of them shall have requested to be included in such Shelf Registration) and (iii) third, non-public information concerning an acquisitionand only if all the securities referred to in clause (ii) have been included, merger, recapitalization, consolidation, reorganization or other material transaction by or the number of securities that the Company or concerning pending or threatened litigation and (B) disclosure of other holders have proposed to include in such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating Shelf Registration that, in the good faith judgment opinion of the Board managing underwriter or underwriters can be sold without having such adverse effect. To facilitate the allocation of Directors shares in accordance with the above provisions, the Company or the managing underwriters may round the number of shares allocated to any Holder or other holder to the nearest 100 shares. If any Holder disapproves of the Companyterms of any such underwriting, it would otherwise be seriously detrimental such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwriters. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (h) In the event any Holder requests to participate in a Shelf Registration pursuant to this Section 5 in connection with a distribution of Registrable Securities to its investors partners or members, the Shelf Registration shall in the event such distribution and subsequent resale is permitted by applicable law provide for resale by such partners or members, if requested by such Holder. (i) The Investors shall have the right to have any registration statement initiated by them under Section 5(a) terminated or withdrawn prior to the effectiveness thereof; provided, however, that the Investors shall pay all Selling Expenses incurred by them in connection therewith and, unless such termination or withdrawal was effected by the Investors primarily as a result of the Company taking, or failing to take, any action that would be reasonably expected to cause the Investors to effect such termination or withdrawal under this Section 5(i), shall promptly reimburse to the Company any Registration Expenses incurred by the Company in connection therewith. If the Investors cause a registration to be filed and it is therefore essential terminated or withdrawn in accordance with this Section 5(i), they shall again be entitled to defer the filing of such registration statementexercise their demand rights pursuant to Section 5(a).

Demand Registration. (a) On any date after March 15Following the Lock-Up Period, 2001Management Stockholder shall have the right, subject to the Holders terms of at least fifty percent (50%) this Agreement, to require Activision to register for offer and sale under the Securities Act all or a portion of the Registrable Securities then outstanding owned by Management Stockholder subject to the requirements and limitations in this Section 6.1. In order to exercise such right, Management Stockholder must give written notice to Activision (a “Demand Notice”) requesting that Activision register under the Securities Act the offer and sale of Registrable Securities (i) having a market value on the date the Demand Notice is received (the "Initiating Holders"“Demand Date”) may request in writing registration under of at least $50 million based on the 1933 Act then prevailing market price, or (a "Demand Registration"). The Demand Registration request shall specify the amount ii) representing all of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desiredthen held by Management Stockholder. Upon the receipt of the Demand Registration requestNotice, the Company Activision shall (i) promptly shall take notify such steps other Persons as are necessary or appropriate may be entitled to prepare for the registration participate in such sale of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such requestDemand Notice, (ii) prepare and file with the Company shall give written notice thereof to all other Holders Commission as soon as practicable and include in such registration all Registrable Securities held by no event later than 90 days after the Demand Date a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior Demand Registration Statement relating to the filing offer and sale of the registration statement. Each Applicable Securities on any available form agreed to by the Management Stockholder and Activision for which Activision then qualifies (which may include a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act solely for use in connection with delayed underwritten offerings under Rule 415 promulgated under the Securities Act) and (iii) use reasonable efforts to cause such request will also specify the number of Registrable Securities Demand Registration Statement to be registered, declared effective under the intended method Securities Act as promptly as practicable. Activision shall use reasonable efforts to have each Demand Registration Statement remain effective until the earlier of disposition thereof (i) one year (in the case of a shelf Demand Registration Statement) or 60 days (in the case of any other Demand Registration Statement) from the Effective Time of such Registration Statement and (ii) such time as all of the jurisdictions in which registration is desiredApplicable Securities have been disposed of by the Electing Holders. (b) The Company Activision shall use its reasonable best efforts have the right to cause any such postpone (or, if necessary or advisable, withdraw) the filing, or to delay the effectiveness, of a Registration Statement or offers and sales of Applicable Securities registered under a shelf Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of Statement if a majority of the Registrable Securities proposed to be registered by Independent Directors (as defined in Activision’s bylaws) of Activision determines in good faith that the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration sale of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered covered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: such Registration Statement (i) The Company shall would interfere with any pending financing, acquisition, corporate reorganization or other corporate transaction involving Activision or any of its Subsidiaries, (ii) would require disclosure of any event or condition that such directors determine would be disadvantageous for Activision to disclose and which Activision is not otherwise required to disclose at such time, or (iii) would otherwise be obligated materially detrimental to use Activision and its reasonable best efforts Subsidiaries, taken as a whole, and furnishes to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Electing Holders initiated pursuant to this Section 3.2a copy of a resolution of such Independent Directors setting forth such determination; provided, however, that no single postponement shall exceed 120 days in the aggregate. Activision shall advise the Electing Holders of any such determination as promptly as practicable. (c) Notwithstanding anything in this Section 6.1, Activision shall not be obligated to take any action under this Section 6.1: (i) with respect to more than two (2) Demand Registration Statements relating to underwritten offerings which have become effective and which covered all the Registrable Securities requesting to be included therein; or (ii) with respect to more than two (2) Demand Registration Statements which have become and remained effective as required by this Agreement in a twenty-four month period. (d) Activision may include in any registration proceeding begun requested pursuant to Section 6.1(a) hereof other securities for sale for its own account or for the account of another Person, subject to the following sentence. In connection with an underwritten offering, if the managing underwriter advises Activision and the Electing Holders that in its good faith view the number of securities requested to be registered exceeds the maximum number which can be sold in such offering without materially adversely affecting the pricing, timing or likely success of the offering (with respect to any offering, the “Maximum Number”), Activision shall include such Maximum Number in such Registration Statement as follows: (i) first, the Applicable Securities requested to be registered by Management Stockholder, (ii) second, the Applicable Securities requested to be included by any other Electing Holders, if any, (iii) third, any securities proposed to be included by Activision and (iv) fourth, any other securities requested to be included in such Registration Statement. For purposes of this Agreement, an “underwritten offering” shall be an offering pursuant to which securities are sold to a broker-dealer or other financial institution or group thereof for resale by them to investors. (e) Management Stockholder shall have the right to withdraw his Demand Notice (in which case such Demand Notice shall be deemed never to have been given for purposes of Section 6.1(a) or Section 6.1(c)) (i) at any time prior to the time the Demand Registration Statement has been declared or becomes effective if Management Stockholder reimburses Activision for the reasonable out-of-pocket expenses incurred by it prior to such withdrawal in effecting such Registration, (ii) upon the issuance by the Commission or any court or other governmental agency or authority of a stop order, injunction or other order which prohibits or interferes with such Registration, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than as a result of default by Management Stockholder, or (iv) if Activision exercises any of its rights under Section 6.1(b) of this Agreement. If Management Stockholder withdraws a Demand Notice pursuant to this Section 3.2 that is subsequently withdrawn 6.1(e) and Activision nevertheless decides to continue with the Registration as to securities other than the Applicable Securities, then Management Stockholder shall be entitled to participate in such Registration pursuant to Section 6.2 hereof, but in such case the Intended Offering Notice must be given to Management Stockholder at least 10 business days prior to the request anticipated filing date of the Holders Registration Statement and Management Stockholder shall not be so counted if required to give the Piggyback Notice no later than five (5) business days after Activision’s delivery of such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestIntended Offering Notice. (iif) The Company may delay the filing or effectiveness of If any registration statement for a period of up to ninety (90) days after the date of a request for registration Registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans 6.1 shall relate to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stockoffering, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation Management Stockholder and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company Activision shall furnish select a joint lead managing underwriter reasonably acceptable to the Holders a certificate signed by other party, which consent shall not be unreasonably withheld, conditioned or delayed, and the Chief Executive Officer or President right of the Company stating that, any other stockholder to participate therein shall be conditioned upon such stockholder’s participation in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company underwriting agreements and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementarrangements required by this Agreement.

Demand Registration. (a) On any or after the date that is fourteen (14) months after March 15, 2001the closing of the Initial Public Offering, the Holders of at least fifty percent may, subject to Section 2.4 (50%Black-Out Rights; Suspension Rights) of and Section 2.5 (Holdback Agreements), deliver to the Company a written request that the Company prepare and file with the Commission a registration statement on an appropriate form under the Securities Act (together with any amendments or supplements thereto, a “Demand Registration Statement”), registering under the Securities Act Registrable Securities then outstanding (having a Market Value of not less than $10,000,000 to effect an underwritten public offering of Registrable Securities by the "Initiating Holders") may request in writing registration under the 1933 Act initiating Holders (a "“Demand Registration"”). The Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any twelve (12) month period. (b) Any request for a Demand Registration shall specify the amount number of the Registrable Securities proposed to be sold, the intended method of disposition thereof sold and the jurisdictions in which registration is desired. Upon the receipt intent to effect an underwritten public offering of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registeredSecurities. Within fifteen (15) days 10 Business Days after the receipt of such request, the Company shall will give written notice thereof of such registration request to all other Holders and include in such registration all such Registrable Securities held by a Holder from whom with respect to which the Company has received a written request requests for inclusion therein at least ten (10) days prior to within 15 Business Days after the filing mailing of the registration statementCompany’s notice. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof registered and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts intent to cause any effect an underwritten public offering of such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) daysRegistrable Securities. (c) If Subject to Section 2.3(d), if all Holders that request the filing of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of Statement have a firm commitment underwritten offering. If any Demand Registration sufficient number of Registrable Securities is in registered for sale pursuant to a Shelf Registration Statement, the form of Company may satisfy the request to effect a Demand Registration by filing an appropriate prospectus supplement with the Commission to effect an underwritten public offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that such underwritten public offering shall be deemed a Demand Registration and shall be required to satisfy each of the Approved Underwriter shall, conditions and other requirements for a Demand Registration specified in any case, be acceptable to the Company in its reasonable judgmentthis Agreement. (d) The Company shall not be obligated select the lead underwriter or underwriters and any co-manager or co-managers in connection with any underwritten public offering pursuant to effect any registration under this Section 3.2 except in accordance Agreement, after consultation with the following provisions:Holders initiating such Demand Registration. (e) A registration will not count as a Demand Registration until it has become effective. For purposes of this Agreement, (i) The Company shall not an offering on a Demand Registration Statement is deemed to be obligated to use its reasonable best efforts to file effected on the effective date thereof, and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering on a Shelf Registration Statement that is deemed to be a Demand Registration pursuant to Section 2.2(c) is deemed to be effected on the date a prospectus supplement is filed with the Commission (other than any preliminary prospectus supplement). Notwithstanding the foregoing, an offering shall not be deemed to have been effected if such offering is not consummated as a result of shares of Common Stock, (yi) the Board of Directors of a breach by the Company determines in good faith that (A) it is in possession of material, non-its obligations under this Agreement or any underwriting agreement relating to an underwritten public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Companyoffering, or (zii) the Company shall furnish exercising its rights under Section 2.4 (Black-Out Rights; Suspension Rights), and, in either case, after the offering would otherwise have been deemed to have been effected pursuant to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementpreceding sentence.

Demand Registration. (a) On If at any date after March 15time the Company shall receive a written request (a “Demand Notice”) from the Majority Holders that the Company effect the registration under the Securities Act of all or any portion of the Registrable Securities specified in the Demand Notice (a “Demand Registration”), 2001specifying the information set forth under Section 2.4(j), then the Company shall use its commercially reasonable efforts to effect, as expeditiously as reasonably practicable, subject to paragraphs (c) and (d) of this Section 2.1, the registration under the Securities Act of the Registrable Securities for which the Majority Holders of at least fifty percent have requested registration under this Section 2.1, all to the extent necessary to permit the disposition (50%in accordance with the intended methods thereof as aforesaid) of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities so to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) At any time prior to the effective date of the registration statement relating to such registration, the Majority Holders may revoke such Demand Registration request by providing a notice to the Company revoking such request. The Company shall use its reasonable best efforts to cause be liable for and pay all Registration Expenses in connection with any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) daysRegistration. (c) If Holders of a majority Demand Registration is an underwritten primary registration on behalf of the Registrable Securities proposed Company, and the managing underwriters advise the Company in writing that in their opinion the number of shares of Common Stock requested to be registered by included in such registration exceeds the Initiating Holders so electnumber which can be sold in such offering without adversely affecting the marketability of the offering, the offering Company will include in such registration (i) first, the number of shares of Common Stock the Company proposes to sell in such Registrable Securities pursuant to such Demand Registration shall be in registration; and (ii) second, the form of a firm commitment underwritten offering. If any Demand Registration number of Registrable Securities requested to be included in such registration pursuant to this Section 2, pro rata among the respective holders of such Common Stock or Registrable Securities on the basis of the number of shares requested to be included in such registration. If a Demand Registration is in the form of an underwritten secondary registration on behalf of holders of Common Stock who have the contractual right to initiate such a registration, and the managing underwriters advise the Company in writing that in their opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the Company or the marketability of the offering, the Holders holding a majority Company will include in such registration (A) first, the number of Registrable Securities requested to be included in such registration pursuant to this Section 2, pro rata among the respective holders thereof on the basis of the Registrable Securities proposed number of shares requested to be registered by included in such registration; and (B) second, the Initiating Holders shall select and obtain an investment banking firm number of national reputation to act as the managing underwriter shares of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to Common Stock the Company proposes to sell in its reasonable judgmentsuch registration. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating Upon notice to the Company or its conditionMajority Holders, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for postpone effecting a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 2.1 for a reasonable time specified in the notice but not exceeding 120 days in the aggregate (which period may not be extended or renewed), if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (yi) the Board of Directors of the Company determines shall determine in good faith that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced or (Aii) it the Company is in possession of material, material non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of which during the period specified in such information notice the Board believes in good faith would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, not be in the good faith judgment of the Board of Directors best interests of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (athe “Demand Notice”) On given to the Company, to request, at any date after March 15time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, 2001, that the Holders Company register under and in accordance with the provisions of at least fifty percent (50%) the Securities Act all or any portion of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desireddesignated by such Anchor Investor. Upon the receipt of the a Demand Registration requestNotice, the Company shall promptly shall take (and in any event within ten (10) Business Days from the date of receipt of such steps as are necessary or appropriate to prepare for Demand Notice), notify the registration other Anchor Investor of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, Demand Notice and allow such other Anchor Investor the Company shall give written notice thereof opportunity to all other Holders and include in such registration all Registrable Securities held by a Holder from whom such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company has received receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a written request registration statement on the appropriate form for inclusion therein at least ten (10) days prior the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the filing Anchor Investors registering Registrable Securities, in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the registration statement. Each such request will also specify the total number of Registrable Securities to be registered, specified by the intended method of disposition thereof and the jurisdictions Holders in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty Notice (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one “Demand Registration to which Statement”). If the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Anchor Investors registering Registrable Securities proposed intend to be registered by the Initiating Holders so elect, the offering of such distribute any Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form by means of an underwritten offering, they shall promptly so advise the Holders holding a majority of Company and the Registrable Securities proposed Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be registered selected by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); providedAnchor Investors registering Registrable Securities. Any Demand Registration Statement may, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not submitting the Demand Notice, be so counted a “shelf” registration pursuant to Rule 415, if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestavailable. (ii) B. The Company may delay shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.14(a)(2) continuously effective and usable for the filing or effectiveness resale of any registration statement the Registrable Securities covered thereby for a period of up to ninety one hundred eighty (90180) days after from the date of a request for registration on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.2 if (x) at the 3.14(a)(2)(B). The time of such request period for which the Company is engaged, or has formal plans required to engage within sixty (60) maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of the time of all suspension periods pursuant to Section 3.14(d) occurring with respect to such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Demand Registration Statement. C. The Company shall furnish be entitled to suspend the Holders a certificate signed by use of any effective Registration Statement under this Section 3.14(a)(2) under the Chief Executive Officer or President circumstances set forth in Section 3.14(d). D. For the avoidance of doubt, the Company stating that, in rights provided pursuant to Section 3.14(a)(2) shall not be exercisable until the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementEffectiveness Deadline.

Demand Registration. (a) On any date after March 15, 2001, the Holders If holders of at least fifty twenty-five percent (5025%) of the outstanding Registrable Securities then outstanding as of the date of original issuance of the Preferred Stock (the "Requisite Holders") shall at any time make a written request (a "Demand Registration Request") to the Company in compliance with this Section 2, the Company shall cause to be filed with the Commission a registration statement (a "Demand Registration Statement") under the Securities Act covering all or any part of the Registrable Securities (a "Demand Registration"), as such holders (the "Initiating Holders") may shall request in writing registration under writing; provided that (i) any request made pursuant to this Section 2(b) by Requisite Holders shall be addressed to the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount attention of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt Secretary of the Demand Registration requestCompany, the Company promptly and shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registeredregistered (which shall comprise at least 25% of the outstanding Registrable Securities as of date of original issuance of the Preferred Stock; provided however, and notwithstanding the provisions of Section 2b hereof, the holders of any number of Registrable Securities may make a Demand Registration Request for such Registrable Securities where such holders request registration of all of the remaining such Registrable Securities), the intended method of disposition distribution thereof and that the jurisdictions in which registration request is desired. (b) The Company shall use its reasonable best efforts to cause any such for a Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count 2(b); (ii) As promptly as the one practicable, but no later than ten (10) days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to which all holders of Registrable Securities. Following a Demand Registration Request, the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety Company shall include in a Demand Registration (90x) days. (c) If Holders of a majority of the Registrable Securities proposed to be registered by of the Initiating Holders so elect, and (y) the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration other holders of Registrable Securities is who shall have made a written request to the Company for inclusion in such registration (which request shall specify the form maximum number of an underwritten offeringRegistrable Securities intended to be disposed of by such holder) within thirty (30) days after the receipt of the Demand Exercise Notice (together with the Initiating Holders, the Holders holding "Electing Holders"); (iii) Following receipt of a majority Demand Registration Request, the Company shall file the Demand Registration Statement with the Commission as promptly as reasonably practicable, and shall use all reasonable efforts to have the Demand Registration Statement declared effective under the Securities Act as soon as reasonably practicable, in each instance giving due regard to the need to conduct due diligence and complete other actions that are reasonably necessary to effect a registered public offering and shall use all reasonable efforts to keep such Registration Statement continuously effective, for up to one hundred eighty (180) days or until such earlier date as of which all the Registrable Securities proposed to be registered by under the Initiating Holders Demand Registration Statement shall select and obtain an investment banking firm have been disposed of national reputation to act as in the managing underwriter of manner described in the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment.Registration Statement; (div) The Company shall not be obligated to effect any registration under more than two (2) Demand Registrations by Requisite Holders pursuant to this Section 3.2 except 2(b). A right to demand a registration pursuant to this Section 2(b) shall be deemed to have been satisfied upon the earlier of (x) the date as of which all of the Registrable Securities included therein shall have been distributed pursuant to the Registration Statement, and (y) the date as of which such Demand Registration shall have been continuously effective for a 180-day period or other period specified in Section 2(b)(iii) following the effectiveness of such Demand Registration Statement, provided no stop order or similar order, or proceedings for such an order, is thereafter entered or initiated whereupon the 180-day period shall extend for the period which such stop order or similar order or proceedings for such order is in effect (the "Registration Period"). (v) If the Underwriter in connection with any underwritten offering described in this Section 2(b) shall have informed the Company that in its opinion the total number of shares of Common Stock that the holders of the Registrable Securities, and any other Persons desiring to participate in such registration, intend to include in such offering is such as to materially and adversely affect the success and pricing of such offering, then the Company shall include in such Demand Registration (a) first, all Registrable Securities requested to be included in such registration by the Electing Holders of Registrable Securities; provided that if the number of shares of Common Stock so elected to be included in such registration by all Electing Holders of Registrable Securities exceeds the number recommended by the Underwriter, then the number of Registrable Securities to be so included in such registration will be reduced pro rata in accordance with the following provisions:number of shares requested to be included by each Electing Holder, to such number recommended by the Underwriter; and (b) if all Registrable Securities so elected to be included by the Electing Holders are so included in such Registration, such additional number of shares of Common Stock that the Company desires to include in such registration and that the Underwriter has informed the Company may be included in such registration without adversely affecting the success and pricing of the offering of all the Registrable Securities so requested to be included therein; and (ivi) The Notwithstanding anything herein to the contrary, the Company shall not be obligated to use its reasonable best efforts take any action to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated effect any such Demand Registration, qualification or compliance pursuant to this Section 3.2; provided, however, 2(b) if: (i) the Board of Directors determines in the exercise of its reasonable good faith judgment that any registration proceeding begun pursuant to this Section 3.2 effecting such Demand Registration at such time would require disclosure of a material fact that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon would have a material adverse information relating to effect on any proposal or plan by the Company or any of its conditionsubsidiaries to engage in a significant transaction, businessthen, or prospects in which is different from that generally known to case the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement defer such Demand Registration for a single period of up not to exceed ninety (90) days after once every twelve (12) months; (ii) in any particular jurisdiction in which the date Company would be required to execute a general consent to service of a request for registration pursuant to this Section 3.2 if (x) at the time of process in effecting such request registration, qualification or compliance unless the Company is engaged, already subject to service in such jurisdiction and except as may be required by the Securities Act; or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (yiii) the Board of Directors of the Company determines in the exercise of its reasonable good faith judgment that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other effecting such Demand Registration at such time would otherwise have a material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm adverse effect on the Company, or (z) then, in such case the Company shall furnish may defer (the "Deferral") such Demand Registration for a single period not to exceed ninety (90) days once during every twelve (12) months, but only on the condition that a deferral under clause (i) of this Section 2(b)(vi) does not occur during the twelve (12) month period proceeding or following the Deferral; provided, however that notwithstanding the restrictions contained in clauses (i) and (iii) of this Section 2(b)(vi) with respect to the Holders a certificate signed by the Chief Executive Officer or President number of deferrals of Demand Registrations in any twelve month period, the Company stating thatmay defer a Demand Registration for a period not to exceed ninety (90) days at any time when the Board determines, in the its reasonable good faith judgment of the Board of Directors of the Companyjudgment, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential that a failure so to defer the filing Demand Registration would be a violation of such registration statementits fiduciary duties.

Demand Registration. (ai) On any date after March 15, 2001Until such time as all Registrable Securities cease to be Registrable Securities, the Holders Company agrees to use its reasonable efforts to keep current and effective a shelf Registration Statement, and to file such supplements or amendments to such Registration Statement as may be necessary or appropriate in order to keep such shelf Registration Statement continuously effective and useable, for the resale of at least fifty percent (50%) of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration under the 1933 Act Securities Act. (ii) If the Company is no longer eligible to use a "Demand Registration"). The Demand shelf Registration Statement, the Company agrees within 30 days of a Holder’s written request shall specify to register the resale of a specified amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in (which registration is desired. Upon the receipt shall represent at least 5% of the Demand Registration requestoutstanding Common Stock) under the Securities Act, the Company promptly shall take will file a Registration Statement, on an appropriate form, to register the resale of such steps Registrable Securities, which Registration Statement will (if specified in the Holder’s notice) contemplate the ability of the Holders to effect an underwritten offering, and will use its reasonable efforts to cause such Registration Statement to become or be declared effective, and to file such supplements or amendments to such Registration Statement as are may be necessary or appropriate in order to prepare keep such Registration Statement effective and useable, for the resale of Registrable Securities under the Securities Act, through the completion of the offering thereof. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing prior written notice to the Holders, to require such Holders to suspend the use of the Prospectus included in any Registration Statement for resales of Registrable Securities under any shelf Registration Statement pursuant to Section 2(a)(i) or to postpone the filing or suspend the use of any Registration Statement pursuant to Section 2(a)(ii) for a reasonable period of time not to exceed 60 days in succession (or a longer period of time with the prior written consent of AIG, which consent shall not be unreasonably withheld) or two times in any one year period (a “Suspension Period”) if (A) the Board determines in good faith that effecting the registration (or permitting sales under an effective registration) would materially and adversely affect an offering of securities of the Company, (B) the Company is in possession of material non-public information and the Board determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company, or (C) the Company shall determine that it is required to disclose in any such Registration Statement a contemplated financing, acquisition, corporate reorganization or other similar transaction or other material event or circumstance affecting the Company or its securities, and the Board determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its equity securities. (iv) After the expiration of any Suspension Period and without any further request from a Holder, the Company shall as promptly as reasonably practicable prepare a Registration Statement or post-effective amendment or supplement to the applicable shelf Registration Statement or Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such requestincluded therein, the Company shall give written notice thereof to all other Holders Prospectus will not include a material misstatement or omission or be not effective and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request useable for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number resale of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desiredSecurities. (bv) If at any time or from time to time the Holders desire to sell Registrable Securities representing at least 5% of the outstanding Common Stock in an underwritten offering, the managing underwriter or underwriters for such offering shall be selected by AIG. The Holders will provide the Company with prior notice of any such underwritten offering, such notice to be provided as soon as reasonably practicable after the Holders determine to proceed with such offering. The Company shall use its reasonable best efforts to cause any assist such Demand Registration managing underwriter or underwriters in their efforts to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such sell Registrable Securities pursuant to such Demand Registration Statement and shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its use reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file make senior executives with appropriate seniority and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement expertise reasonably available for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization “road show” or other material transaction by or of presentations during the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementmarketing period.

Demand Registration. (a) On At any date time and from time to time on or following the Plan Effective Date, any Holder or group of Holders may request in writing (“Demand Registration Request”) that the Company effect the registration of all or part of such Holder’s or Holders’ Registrable Securities with the Commission under and in accordance with the provisions of the Securities Act. The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered, and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective, as promptly as practicable after March 15receipt of such request, 2001, provided that (i) the Holders number of Registrable Securities requested to be registered on such Registration Statement is at least fifty fifteen percent (5015%) of the Initial Registrable Securities then outstanding Number, or (ii) the "Initiating Holders"Registrable Securities requested to be sold by the Holders pursuant to such Registration Statement shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of at least $100 million; provided, however, that the Company will not be required to file a Registration Statement pursuant to this Section 3 if: (A) the Registrable Securities requested to be registered are already covered by an existing and effective Registration Statement and such Registration Statement may request in writing registration under be utilized for the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount offering and sale of the Registrable Securities proposed requested to be soldregistered; (B) a Registration Statement shall have previously been initially declared effective by the Commission within the ninety (90) days preceding the date such Demand Registration Request is made; or (C) the number of Demand Registration Requests previously made pursuant to this Section 3(a) shall be three or more; provided that a Demand Registration Request shall not be considered made for purposes of this clause (C) unless the requested Registration Statement has been declared effective by the Commission for at least 75% of the amount of Registrable Securities for which registration has been requested. (b) A Demand Registration Request shall specify (i) the then-current name and address of such Holder or Holders, (ii) the aggregate number of Registrable Securities requested to be registered, (iii) the total number of Registrable Securities then beneficially owned by such Holder or Holders and (iv) the intended method means of disposition thereof and distribution. If at the jurisdictions in which registration is desired. Upon the receipt of time the Demand Registration requestRequest is made the Company shall be eligible to use Form S-3 or another appropriate form, the Company promptly shall take Holder or Holders making such steps as are necessary or appropriate to prepare for request may specify that the registration be in the form of a Shelf Registration Statement. (c) The Company may satisfy its obligations under Section 3(a) hereof by amending (to the extent permitted by applicable law) any registration statement previously filed by the Company under the Securities Act, so that such amended registration statement will permit the disposition (in accordance with the intended methods of disposition specified as aforesaid) of all of the Registrable Securities for which a demand for registration has been properly made under Section 3(b) hereof. If the Company so amends a previously filed registration statement, it will be deemed to have effected a registration for purposes of Section 3(a) hereof; provided that the date such registration statement is amended pursuant to this Section 3(c) shall be the “the first day of effectiveness” of such Registration Statement for purposes of determining the period during which the Registration Statement is required to be registered. maintained effective in accordance with Section 3(e) hereof. (d) Within ten (10) days after receiving a Demand Registration Request, the Company shall give written notice of such request to all other Holders of Registrable Securities and shall, subject to the provisions of Section 4(c) in the case of an Underwritten Offering, include in such registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt Company’s giving of such requestnotice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered in the manner so requested. (e) The Company shall give written notice thereof will use its commercially reasonable efforts to all keep a Registration Statement that has become effective as contemplated by this Section 3 continuously effective, and not subject to any stop order, injunction or other Holders and include similar order or requirement of the Commission: (A) in such registration the case of a Registration Statement other than a Shelf Registration Statement, until all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior registered thereunder have been sold pursuant to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registeredRegistration Statement, the intended method of disposition thereof and the jurisdictions but in which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not no event later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days.days from the Effective Date of such Registration Statement; and (cB) If Holders in the case of a majority Shelf Registration Statement, the earlier of (x) three (3) years following the Effective Date of the Registrable Securities proposed Shelf Registration Statement; and (y) the date that all the remaining securities covered by such Shelf Registration Statement shall cease to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2Securities; provided, however, that in the event of any stop order, injunction or other similar order or requirement of the Commission relating to any Registration Statement, the period during which the Registration Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. (f) The Holder or Holders making a Demand Registration Request may, at any time prior to the Effective Date of the Registration Statement relating to such registration, revoke their request for the Company to effect the registration proceeding begun of all or part of such Holder’s or Holders’ Registrable Securities by providing a written notice to the Company. If, pursuant to the preceding sentence, the entire Demand Registration Request is revoked, then, at the option of the Holder or Holders who revoke such request, either (i) such Holder or Holders shall reimburse the Company for all of its reasonable and documented out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement, which out-of-pocket expenses, for the avoidance of doubt, shall not include overhead expenses. or (ii) the requested registration that has been revoked will be deemed to have been effected for purposes of Section 3(a)(C). (g) If a Registration Statement filed pursuant to this Section 3.2 that 3 is subsequently withdrawn at a Shelf Registration Statement, then upon the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating one or more Holders, and subject to Section 4(e) hereof, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering, in the manner described in this Agreement, provided that either (i) the number of Registrable Securities included in such “takedown” shall equal at least fifteen percent (15%) of the Initial Registrable Securities Number or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up Registrable Securities requested to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction be sold by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President in such “takedown” shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementat least $100 million.

Demand Registration. (a) On At any date after March 15time during the five year period following the Closing Date, 2001, the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding USAA may make a written request (the "Initiating HoldersDemand Notice") may request in writing for registration under the 1933 Securities Act (a "Demand Registration")) of the Registrable Securities held by it. The Demand Registration request shall Notice will specify the amount number of the shares of Registrable Securities proposed to be sold, sold and will also specify the intended method of disposition thereof and thereof. Unless USAA shall consent in writing, no other party, including the jurisdictions in which registration is desiredCompany, shall be permitted to offer securities under any such Demand Registration. Upon the receipt of the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall use its reasonable best efforts not be required to cause any such effect more than three Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request Registrations under this Section 3.22(b). A registration requested pursuant to this Section 3.2 2(b) will not be deemed to have been effected (and it shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of the Registrable three Demand Registrations) unless the Registration Statement relating thereto has become effective under the Securities proposed to be registered by the Initiating Holders so electAct; provided, however that if, after such Registration Statement has become effective, the offering of such the Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected (and it shall not count as one of the three Demand Registrations). USAA may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke its Demand Notice by providing a written notice to the Company. If USAA so elects, the offering of Registrable Securities pursuant to a Demand Registration shall be in the form of a firm commitment underwritten offeringan Underwritten Offering. If any Demand Registration the managing underwriter or underwriters of such offering advise the Company and USAA in writing that in their opinion the number of shares of Registrable Securities requested to be included in such offering is in sufficiently large to materially and adversely affect the form success of an underwritten such offering, the Holders holding a majority Company will include in such registration the aggregate number of the Registrable Securities proposed to be registered by which in the Initiating Holders shall select and obtain an investment banking firm opinion of national reputation to act as the such managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in or underwriters can be sold without any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2such material adverse effect; provided, however, that Registrable Securities may be excluded before all shares proposed to be sold by other parties, including the Company, have been excluded. If any Registrable Securities are excluded, such registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request shall not count as one of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for three Demand Registrations. No registration pursuant to a request or requests referred to in this Section 3.2 if (xsubsection 2(b) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement deemed to be filed and it is therefore essential to defer the filing of such registration statementa Shelf Registration.

Demand Registration. (ai) On At any date time after March 15, 2001, the Holders of at least fifty percent (50%) expiration of the Lock-Up Period, any Holder shall have the option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities then outstanding (on the "Initiating Holders") terms and conditions specified in the Demand Notice, which may request in writing registration under the 1933 Act include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a "“Demand Registration"”). The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration request and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall specify the amount of Company be required to effectuate a Demand Registration unless the Registrable Securities proposed to be soldincluded therein have an aggregate value, based on the intended method VWAP as of disposition thereof and the jurisdictions in which registration is desired. Upon date of the Demand Notice, of at least $25 million (the “Minimum Amount”). (ii) Within fifteen Business Days after the receipt of the Demand Registration requestNotice (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, within forty-five days thereof), the Company promptly shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice. The Company shall take use all commercially reasonable efforts to cause such steps as are necessary Registration Statement to become and remain effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”). (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration within 90 days after the closing of any Requested Underwritten Offering or appropriate (B) a subsequent Demand Registration pursuant to prepare for the registration a Demand Notice if a Registration Statement covering all of the Registrable Securities held by the Initiating Holder shall have become and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. (iv) A Holder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of a notice from a Holder to the effect that the Holder is withdrawing an amount of its Registrable Shares from the Demand Registration such that the remaining amount of Registrable Shares to be registered. Within fifteen (15) days after included in the receipt of such requestDemand Registration is below the Minimum Amount, the Company shall give written notice thereof cease all efforts to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing secure effectiveness of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desiredapplicable Registration Statement. (bv) The Company shall use its reasonable best efforts to cause may include in any such Demand Registration other Company Securities for sale for its own account or for the account of any other Person, subject to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days2(c)(iii). (cvi) If Holders Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of a majority the Commission (A) as shall be selected by the Company and (B) as shall permit the disposition of the Registrable Securities proposed in accordance with the intended method or methods of disposition specified in the Demand Notice; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (vii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be registered prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Initiating Holders so electto enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (viii) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the offering of Company shall amend or supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Demand Registration Statement; provided that in no event shall the Company be in the form of required to file a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable post-effective amendment to the Company in its reasonable judgment. Registration Statement unless (dA) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to such Registration Statement includes only Registrable Securities held by the Holders initiated pursuant to this Section 3.2; providedHolder, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request Affiliates of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company Holder or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days transferees of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization Holder or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to has received written consent therefor from a Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holders a certificate signed by the Chief Executive Officer or President Holder, Affiliates of the Company stating that, in the good faith judgment Holder or transferees of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementHolder.

Demand Registration. (a) On If at any time after the date after March 15, 2001, of this Agreement the Holders Company receives a request from a Holder of at least fifty percent (50%) Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration under the 1933 Act held by such Holder (a "Demand RegistrationNotice"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, then the Company promptly shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15i) within five (5) days after the receipt of such requestdate it receives the Demand Notice, the Company shall give written notice thereof to all other Holders and include (ii) as soon as reasonably practicable, but in such registration no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities held of the Holder that provided the Demand Notice and any additional Registrable Securities requested by a the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from whom the Company has received a written request for inclusion therein at least ten pursuant to clause (10) days prior to the filing of the registration statement. Each i); provided that such request will also specify the number of Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be registered, made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the intended method Commission upon a review of disposition thereof and such Registration Statement) the jurisdictions in which registration is desired. (b) “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause any such Demand the Registration Statement to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is be declared effective and remains effective for at least ninety (90) days. (c) If Holders of a majority of under the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act Act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shallsoon as practicable but, in any caseevent, be acceptable to no later than the Company in its reasonable judgment. (d) The Company Effectiveness Date, and shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”). (b) If for any reason the Commission does not permit all of the Registrable Securities requested by a Holder to be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any such Registrable Securities are not permitted by the Commission to be included on a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which such filing may be made, an additional Registration Statement covering the resale of all of the Registrable Securities requested by Holder not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis at the market pursuant to Rule 415 or otherwise as may be acceptable to a Holder whose Registrable Securities were not registered for resale. Each such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement effective under the Securities Act during the entire Effectiveness Period. (c) If: (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby is not filed by the Company with the Commission on or prior to the Filing Date (or the applicable filing date if the Registration Statement is not the initial Registration Statement required to be filed under Section 2(a)), (ii) a Registration Statement covering all of the Registrable Securities is not declared effective by the Commission on or prior to its required Effectiveness Date (it being understood that if the Company shall not have filed a “final” prospectus for the Registration Statement with the SEC under Rule 424(b) in accordance with Section 2(f) below (whether or not such a prospectus is technically required by such rule), the Company shall not be deemed to have satisfied this clause (ii)), (iii) the Company fails to file a request for the acceleration of the Effectiveness Date of the applicable Registration Statement as required by Section 3(c), (iv) there is a suspension or delisting of the Company’s Common Stock (or the Company fails to timely list all the Registrable Securities) on its principal trading market or exchange, (v) after its Effective Date, other than during an Allowable Grace Period (as defined below), such Registration Statement ceases to be effective and available for use by the Holders as to any Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for up to no more than 3 consecutive Trading Days (or 20 Trading Days in any 12 month period in the aggregate) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i)-(iv), on the date on which such Event occurs, or for purposes of clause (v), the date on which the Allowable Grace Period or other specified period is exceeded, being referred to as “Event Date”), then, in addition to any other rights available to the Holders under this Agreement or under applicable law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as partial damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement; and (y) on each 30-day anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. The partial damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding the foregoing, in no event shall the partial damages under this Section 2(d) exceed an amount equal to 20% of the aggregate Investment Amounts. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the Commission (the “Staff”) or the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Staff or the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Purchase Agreement and in the event of any reduction pursuant to this paragraph, no Holder shall have any claim against the Company as a result of such reduction and any Event or other delay or breach of this Agreement occurring primarily due to such action by the Staff or the Commission and any such relating reduction shall not require the Company to pay any partial damages pursuant to Section 2(d) hereof or otherwise provide the basis for any claim by any Holder against the Company pursuant to the Transaction Documents (it being understood that the foregoing does not constitute a waiver of Section 3.2(f) of the Securities Purchase Agreement by any Holder or the obligations of the Company under this paragraph and elsewhere in relation thereto). In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Holder shall have the right to require, upon delivery of a written request to the Company signed by the Holder, the Company to file a registration statement within 30 days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the Commission) for re-sale by such Holder in a manner acceptable to such Holder, and the Company shall following such request cause to become be and keep effective more than one such registration statement with respect to in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holders initiated such Holder have been registered pursuant to this Section 3.2; provided, however, that any registration proceeding begun an effective Registration Statement in a manner acceptable to such Holder or (ii) the Registrable Securities may be resold by such Holder without restriction (including volume limitations) pursuant to this Section 3.2 that is subsequently withdrawn at the request Rule 144(b)(i) of the Holders shall Securities Act (taking account of any Staff position with respect to “affiliate” status) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to Holder as to all Registrable Securities held by such Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be so counted if exercised by a Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the re-sale thereof by such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestHolder as contemplated above). (iie) The Company may delay In the filing or effectiveness of any event that Form S-1 is not available for the registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time resale of such requestRegistrable Securities hereunder, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish use reasonable best efforts to (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Holders and (ii) undertake to register the Registrable Securities on Form S-1 as soon as such form is available, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a certificate signed Registration Statement on Form S-1 covering the Registrable Securities has been declared effective by the Chief Executive Officer or President Commission. In the event the Company becomes eligible to register the Registrable Securities on Form S-3, the Company shall use reasonable best efforts to promptly register the Registrable Securities on Form S-3, provided that the Company shall use reasonable best efforts to maintain the effectiveness of the Company stating thatRegistration Statement(s) then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) By 5:30 p.m. on the Trading Day immediately following the Effective Date of each Registration Statement, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be filed and it is therefore essential used in connection with sales pursuant to defer the filing of such registration statementRegistration Statement.

Demand Registration. (a) On Following the Lock-up Release Date, if at any date after March 15time the Shelf Registration Statement pursuant to Section 6.01 is not available for the resale of the Registrable Securities, 2001including if for any reason the Company is ineligible to maintain or use a Shelf Registration Statement, the Holders Company shall use reasonable best efforts to (as promptly as reasonably practicable and, in any event, within (i) 45 days in the case of at least fifty percent a Registration Statement on Form S-3 or (50%ii) 60 days in the case of a Registration Statement on Form S-1) following the written request of Sponsor Stockholder for Registration under the Securities Act of all or part of the Registrable Securities then outstanding (the "Initiating Holders") may request in writing registration under the 1933 Act (a "“Demand Registration"Request”). The , file a Registration Statement with the SEC (a “Demand Registration request shall specify the amount Statement”) with respect to resales of the Registrable Securities proposed pursuant to be sold, the Sponsor Stockholder’s intended method of disposition thereof distribution thereof, and shall, subject to the jurisdictions in which registration is desired. Upon the receipt terms of the this Article VI, use its reasonable best efforts to cause such Demand Registration requestStatement to be declared effective under the Securities Act (promptly and, in any event, no later than 60 days after such filing) and, if required, to qualify under the “blue sky” laws of such jurisdictions as Sponsor Stockholder or any underwriter reasonably requests; provided that such Demand Registration Statement shall be filed on (A) Form S-3, if the Company promptly shall take such steps as are necessary is then S-3 Eligible, or (B) any other appropriate to prepare form under the Securities Act for the registration type of offering contemplated by Sponsor Stockholder, if the Company is not then S-3 Eligible. Each Demand Request shall specify the Registrable Securities to be registeredRegistered, their aggregate amount, and the intended method or methods of distribution thereof. Within fifteen (15) days after Sponsor Stockholder agrees to provide the receipt Company with such information in connection with a Demand Request as may be reasonably requested by the Company to ensure that the Demand Registration Statement complies with the requirements of such requestthe Securities Act. Notwithstanding anything in this Agreement to the contrary, the Company shall give written notice thereof only be obligated to all other Holders use reasonable best efforts to file and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior cause up to the filing of the registration statement. Each such request will also specify the number of Registrable Securities three Demand Registration Statements to be registered, declared effective under the intended method of disposition thereof and the jurisdictions in which registration is desiredSecurities Act within any 365-day period pursuant to this Section 6.02. (b) The Company shall use its reasonable best efforts be deemed to cause any such have effected a Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under for purposes of this Section 3.2. A registration requested pursuant to this 6.02, Section 3.2 shall not count as 6.03(a) and Section 6.04(a) if the one Demand Registration to which Statement becomes effective by the Holders are entitled to thereunder unless such registration statement is declared effective SEC and remains effective until the earlier of (i) 90 days after the effective date or (ii) such time as all Registrable Securities covered by such Registration Statement have been sold or withdrawn in accordance with this Section 6.02, or if such Registration Statement relates to an Underwritten Offering (as defined below), such longer period as, in the opinion of outside legal counsel for at least ninety the underwriter or underwriters, a Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer (90the applicable period, the “Demand Period” ); provided that (i) days. (c) If Holders of a majority if, during the Demand Period, such Registration or the successful completion of the Registrable Securities proposed relevant sale is prevented by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, or a Blackout Period or the need to update or supplement the Registration Statement, the Demand Period shall be registered extended on a day-for-day basis by the Initiating Holders so electnumber of days such Registration or successful completion is prevented and (ii) no Demand Registration shall be deemed to have been effective for purposes of Section 6.03(a) and Section 6.04(a) if the conditions to closing specified in the underwriting agreement, the offering of such Registrable Securities if any, entered into in connection with any Underwritten Offering pursuant to such Demand Registration shall be in the form are not satisfied other than by reason of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offeringwrongful act, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company misrepresentation or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time breach of such request the Company is engaged, or has formal plans to engage within sixty (60) days of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction applicable underwriting agreement by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementSponsor Stockholder.

Demand Registration. (ai) On At any date time after March 15, 2001, the Holders of at least fifty percent (50%) expiration of the Lock-Up Period, any Sponsoring Holder shall have the option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities then outstanding (on the "Initiating Holders") terms and conditions specified in the Demand Notice, which may request in writing registration under the 1933 Act include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a "“Demand Registration"”). The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration request and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall specify the amount of Company be required to effectuate a Demand Registration unless the Registrable Securities proposed of the Sponsoring Holder and its Affiliates to be soldincluded therein have an aggregate value, based on the intended method VWAP as of disposition thereof and the jurisdictions in which registration is desired. Upon date of the Demand Notice, of at least $50 million (the “Minimum Amount”). (ii) Within fifteen Business Days after the receipt of the Demand Registration requestNotice (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, within forty-five days thereof), the Company promptly shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice. The Company shall take use all commercially reasonable efforts to cause such steps as are necessary Registration Statement to become and remain effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”). (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration within 90 days after the closing of any Underwritten Offering, or appropriate (B) a subsequent Demand Registration pursuant to prepare for the registration a Demand Notice if a Registration Statement covering all of the Registrable Securities held by the Initiating Holder shall have become and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for its entire Effectiveness Period, in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. (iv) A Holder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of a notice from the Initiating Holder that the Initiating Holder is withdrawing all of its Registrable Securities from the Demand Registration or a notice from a Holder to the effect that the Holder is withdrawing an amount of its Registrable Shares such that the remaining amount of Registrable Shares to be registered. Within fifteen (15) days after included in the receipt of such requestDemand Registration is below the Minimum Amount, the Company shall give written notice thereof cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration nonetheless shall be deemed a Demand Registration with respect to the Initiating Holder for purposes of Section 2(a)(iii) unless (A) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all other Holders reasonable and include documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify based on the number of Registrable Securities securities the Initiating Holder sought to be registeredregister, as compared to the intended method total number of disposition thereof and securities included in such Demand Registration) or (B) the jurisdictions in which registration withdrawal is desiredmade following the occurrence of a Material Adverse Change or pursuant to the Company’s request for suspension pursuant to Section 3(o). (bv) The Company shall use its reasonable best efforts to cause may include in any such Demand Registration other Company Securities for sale for its own account or for the account of any other Person, subject to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days3(c)(iii). (cvi) If Holders Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of a majority the Commission (A) as shall be selected by the Company and (B) as shall permit the disposition of the Registrable Securities proposed in accordance with the intended method or methods of disposition specified in the Demand Notice; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (vii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be registered prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Initiating Holders so electto enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (viii) In the event a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the offering of Company shall amend or supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Demand Registration Statement; provided that in no event shall the Company be in the form of required to file a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable post-effective amendment to the Company in its reasonable judgment. Registration Statement unless (dA) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to such Registration Statement includes only Registrable Securities held by the Holders initiated pursuant to this Section 3.2; providedHolder, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request Affiliates of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company Holder or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their request. (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days after the date of a request for registration pursuant to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage within sixty (60) days transferees of the time of such request, in an underwritten public offering of shares of Common Stock, (y) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization Holder or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the Company shall furnish to has received written consent therefor from a Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holders a certificate signed by the Chief Executive Officer or President Holder, Affiliates of the Company stating that, in the good faith judgment Holder or transferees of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementHolder.

Demand Registration. (aA) On The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any date after March 15time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, 2001that the Company register, under and in accordance with the Holders provisions of at least fifty percent (50%) the Securities Act, all or any portion of the Registrable Securities then outstanding (designated by the "Initiating Holders") may request in writing registration under the 1933 Act (a "Demand Registration"). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desiredInvestor. Upon the receipt of a Demand Notice from the Demand Registration request, the Company promptly shall take such steps as are necessary or appropriate Investor pursuant to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such requestthis Section 3.13(a)(ii), the Company shall give written notice thereof to all other Holders promptly (and include in such registration all Registrable Securities held by a Holder from whom any event within thirty (30) days of the date on which the Company has received a written request for inclusion therein at least ten (10receives such Demand Notice) days prior to file with the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registeredSEC, the intended method of disposition thereof and the jurisdictions in which registration is desired. (b) The Company shall thereafter use its reasonable best efforts to cause any such Demand Registration to become be declared effective not later than one hundred twenty (120) days after it receives as promptly as practicable, a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective on the appropriate form for the registration and remains effective for at least ninety sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (90) days. (c) If Holders of a majority which may be by an underwritten offering), of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration total number of Registrable Securities is specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the form Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Holders holding a majority of Company and the Registrable Securities proposed Company shall take all reasonable steps to be registered by facilitate such distribution, including the Initiating Holders shall select and obtain an investment banking firm of national reputation actions required pursuant to act as the Section 3.13(c). The managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, underwriters in any case, such distribution shall be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Investor registering Registrable Securities held by the Holders initiated pursuant to this Section 3.2; providedin such underwritten offering. Any Demand Registration Statement may, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not submitting the Demand Notice, be so counted a “shelf” registration pursuant to Rule 415, if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestavailable. (iiB) The Company may delay shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.13(a)(ii) continuously effective and usable for the filing or effectiveness resale of any registration statement the Registrable Securities covered thereby for a period of up to ninety one hundred eighty (90180) days after from the date of a request for registration on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.2 if (x) at the 3.13(a)(ii)(B). The time of such request period for which the Company is engaged, or has formal plans required to engage within sixty (60) maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of the time of all suspension periods pursuant to Section 3.13(d) occurring with respect to such request, in an underwritten public offering of shares of Common Stock, Demand Registration Statement. (yC) the Board of Directors of the Company determines in good faith that (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction by or of the Company or concerning pending or threatened litigation and (B) disclosure of such information would jeopardize any such transaction or litigation or otherwise materially harm the Company, or (z) the The Company shall furnish be entitled to suspend the Holders a certificate signed by use of any effective Registration Statement under this Section 3.13(a)(ii) under the Chief Executive Officer or President circumstances set forth in Section 3.13(d). (D) For the avoidance of doubt, the Company stating that, in rights provided pursuant to this Section 3.13(a)(ii) shall not be exercisable until the good faith judgment of the Board of Directors of the Company, it would otherwise be seriously detrimental to the Company and its investors for such registration statement to be filed and it is therefore essential to defer the filing of such registration statementEffectiveness Deadline.

Demand Registration. (a) On (i) Subject to the limitations contained in Section 2(b), at any time after the date that is three months after March 15the Closing Date (the “Rights Effective Date”), 2001, Holders may request by written notice delivered to the Holders of at least fifty percent Company (50%a “Demand Notice”) that the Company register under the Securities Act all or any portion of the Registrable Securities then outstanding held by Holders, for sale in the manner specified in such notice (the "Initiating Holders"including, but not limited to, an underwritten public offering) may request in writing registration under the 1933 Act (a "“Demand Registration"”). The Demand Registration request shall specify the amount of the Registrable Securities proposed to be soldIn each such case, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon the receipt of the Demand Registration request, the Company promptly Notice shall take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in for which registration is desired. (b) The Company shall use its reasonable best efforts to cause any such Demand Registration to become effective not later than one hundred twenty (120) days after it receives a request under this Section 3.2. A registration requested pursuant to this Section 3.2 shall not count as and the one Demand Registration to which the Holders are entitled to thereunder unless such registration statement is declared effective and remains effective for at least ninety (90) days. (c) If Holders proposed manner of a majority of the Registrable Securities proposed to be registered by the Initiating Holders so elect, the offering disposition of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering. If any Demand Registration of Registrable Securities is in the form of an underwritten offering, the Holders holding a majority of the Registrable Securities proposed to be registered by the Initiating Holders shall select and obtain an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter"); provided, that the Approved Underwriter shall, in any case, be acceptable to the Company in its reasonable judgment. (d) The Company shall not be obligated to effect any registration under this Section 3.2 except in accordance with the following provisions: (i) The Company shall not be obligated to use its reasonable best efforts to file and cause to become effective more than one registration statement with respect to Registrable Securities held by the Holders initiated pursuant to this Section 3.2; provided, however, that any registration proceeding begun pursuant to this Section 3.2 that is subsequently withdrawn at the request of the Holders shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, or prospects which is different from that generally known to the Rights Holders at the time of their requestsecurities. (ii) The Company may delay shall use its commercially reasonable efforts to file with the filing or effectiveness of any registration statement for a period of up to ninety SEC within thirty (9030) days after the date Company’s receipt of a request Demand Notice a registration statement for the public offering and sale, in accordance with the method of disposition specified by Holders, of the number of Registrable Securities specified in such notice, and thereafter use its commercially reasonable efforts to cause such registration pursuant statement to this Section 3.2 if (x) at the time of such request the Company is engaged, or has formal plans to engage become effective within sixty (60) days after its filing. Such registration statement may be on Form S-3 or another appropriate form that the Company is eligible to use and that is reasonably acceptable to the managing underwriter, if any; provided, that if the Company is a WKSI, an automatic shelf registration on Form S-3 will, at the request of the time of such requestHolders, in cover an underwritten public offering unspecified number of shares of Common StockStock to be sold by the Company and Holders and the Company shall file such a shelf registration statement within fifteen (15) days after receipt of a request by the Holders therefor; provided further that if requested at least fifteen (15) days prior to the Rights Effective Date, the Company shall file such a shelf registration statement on the Rights Effective Date. (iii) The Company shall not have any obligation hereunder to register any Registrable Securities under Section 2(a)(ii) unless it shall have received a request from Holders to register at least twenty five percent (25%) of the aggregate amount of Registrable Securities held by all of the Holders as of the date of such request. (iv) If the Company is required to use its commercially reasonable efforts to register Registrable Securities in a registration initiated upon the demand of Holders pursuant to Section 2(a)(ii) of this Agreement and the managing underwriters, if any, for such offering advise that the inclusion of all securities sought to be registered pursuant to Section 2 hereof may interfere with an orderly sale and distribution of or may materially adversely affect the price of such offering, then the Company will include in such offering (x) in the period prior to the first anniversary of the Rights Effective Date, subject to Section 4(e), first, the aggregate number of Registrable Securities requested to be included by Holders pursuant to Section 2(a)(ii), second, the shares of Common Stock of third party stockholders that are entitled to registration rights under Other Registration Rights Agreements (“Third Party Securities”), allocated pro rata among the Third Party Securities based on the number of shares of Common Stock beneficially owned by each such party on the date that the Demand Notice is received by the Company which the managing underwriters, if any, advise will not likely have such effect, and third, all other securities requested or proposed to be included in such registration statement (including shares of Common Stock to be sold for the account of the Company); and (y) commencing on the Board date after the first anniversary of Directors the Rights Effective Date, subject to Section 4(e), first, the aggregate number of Registrable Securities requested to be included by Holders pursuant to Section 2(a)(ii), as well as all other Third Party Securities, allocated pro rata among the Registrable Securities and Third Party Securities based on the number of shares of Common Stock beneficially owned by each such party on the date that the Demand Notice is received by the Company which the managing underwriters, if any, advise will not likely have such effect, and second, all other securities requested or proposed to be included in such registration (including shares of Common Stock to be sold for the account of the Company). (v) Upon the demand of Holders pursuant to Section 2(a)(ii) made at any time and from time to time, the Company will facilitate in the manner described in this Agreement a “takedown” of shares of Common Stock off of an effective shelf registration statement on Form S-3 pursuant to Rule 415 of the Securities Act (a “Shelf Takedown”), including, subject to the limitations set forth in Section 2(b), an underwritten Shelf Takedown. Notwithstanding the foregoing, such Holders may not demand a Shelf Takedown for an offering that will result in the imposition of a lockup on the Company and the Holders unless the shares requested to be sold by Holders in such takedown have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $100 million. (vi) Upon the demand of Holders, the Company will file and seek the effectiveness of a post-effective amendment to an existing shelf registration statement on Form S-3 in order to register up to the number of shares previously taken down off of such shelf by such Holders and not yet “reloaded” onto such shelf registration statement. The Holders and the Company will consult and coordinate with each other in order to accomplish such replenishments from time to time in a sensible manner. (b) The obligations of the Company determines to effect, or to take any action to effect, a Demand Registration or an underwritten Shelf Takedown shall be limited as follows: (i) Prior to the date that is the first anniversary of the Rights Effective Date, Holders may require the Company to effect no more than two (2) Demand Registrations or underwritten Shelf Takedowns in good faith that the aggregate; (ii) During the period between the first and second anniversaries of the Rights Effective Date, Holders may require the Company to effect one (1) Demand Registration or underwritten Shelf Takedowns; (iii) If (A) it is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or other material transaction the Price Condition has not been achieved by or the second anniversary of the Company or concerning pending or threatened litigation Rights Effective Date, and (B) disclosure Holders continue to hold at all times a number of shares of Common Stock that exceeds 50% of the shares of Common Stock acquired by Holders in the aggregate as a result of the Merger, then commencing on the day immediately following the second anniversary of the Rights Effective Date, and continuing until the earlier of (Y) the fifth anniversary of the Rights Effective Date, and (Z) the day after the satisfaction of the Price Condition, Holders may require the Company to effect one (1) additional Demand Registration or underwritten Shelf Takedown. (iv) In the event that less than 60% of the Registrable Securities requested to be included in any registration statement pursuant to Section 2(a) are not included in such information would jeopardize registration as a result of the provisions of Section 4(e), then such registration shall not count for purposes of this Section 2(b). (v) For the avoidance of doubt, until the five year anniversary of the Rights Effective Date, there shall be no limit on the number of non-underwritten Shelf Takedowns that a Holder may request (but after such date, Holders shall no longer have the right to make any such transaction requests), and, to the extent that Registrable Securities are not covered by an effective shelf registration on Form S-3, the Holders shall be entitled to demand that the Company effect such a shelf-registration, notwithstanding the limits set forth in this Section 2(b) and no such demand for a shelf registration statement shall count against the limits set forth in this Section 2(b). Persons receiving in-kind distributions of shares of Common Stock from Holders shall be permitted to participate in an offering of their shares on a non-underwritten Shelf Takedown and shall be considered “Holders Indemnitees” pursuant to Section 10(a) solely for such purpose. In addition, for purposes of determining the number of Demand Registrations or litigation underwritten Shelf Takedowns that the Company may be required to make during an applicable specified period pursuant to this Section 2(b), any requests made during the applicable specified time period shall count only towards the number of Demand Registrations or otherwise materially harm the Company, or (z) underwritten Shelf Takedowns that may be required to be effected during such specified time period and the Company shall furnish be obligated to effect any such Demand Registration or underwritten Shelf Takedown, notwithstanding that the Holders Demand Registration or underwritten Shelf Takedown may not be effected until after such specified time period. (c) Notwithstanding any other provision of this Agreement, the Company shall have the right to defer or suspend the filing or effectiveness of a certificate signed by the Chief Executive Officer or President registration statement relating to any registration requested under Section 2(a) for a reasonable period of time not to exceed 90 days if a prior registration statement of the Company stating thatfor an underwritten, in public offering by the good faith judgment Company of its securities was declared effective by the SEC less than 120 days prior to the anticipated effective date of the Board requested registration. (d) No registration of Directors of the Company, it would otherwise be seriously detrimental to Registrable Securities under this Section 2 shall relieve the Company and of its investors for such registration statement obligation (if any) to be filed and it is therefore essential effect registrations of Registrable Securities pursuant to defer the filing of such registration statementSection 3.