Common use of Demand Registration Clause in Contracts

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement.

Demand Registration. (a) (i) Provided that 2.1 Registration Other Than on Form F-3 or Form S-3. Subject to the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group terms of Holders requesting a Demand Registration under this SectionAgreement, at any time or from time to time after the earlier of (i) the third (3rd) anniversary of the Closing or (ii) the date that is six (6) months after the Company becomes a registrant under consummation of the Exchange ActIPO, any Holder or group of Holders holding, in the aggregate, ten fifty percent (1050%) or more of the Registrable Securities issued and outstanding immediately following the effective date or Holders of the Plan fifty percent (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion 50%) of the Registrable Securities designated by then outstanding may request in writing that the Company effect a Registration of Registrable Securities (together with the Registrable Securities which the other Holders elect to include in such Holder(s); providedRegistration) on any internationally recognized exchange that is reasonably acceptable to such Initiating Holders. Upon receipt of such a request, however, that the Company shall promptly (x) the estimated fair market value give written notice of the Registrable Securities requested proposed Registration to be registered is equal to at least $10 million all other Holders (or the entire amount of Registrable Securities then owned by the and all other Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company join such Registration) and (y) use commercially reasonable efforts to register under and in accordance with the provisions of the Securities Act all or any portion of cause the Registrable Securities designated by such Holder(s); providedspecified in the request, however, that the estimated fair market value of the together with any Registrable Securities requested of any Holder who requests in writing to join such Registration within fifteen (15) Business Days after the Company’s delivery of written notice, to be registered is at least $10 million (or Registered and/or qualified for sale and distribution in such jurisdiction as the entire amount of Registrable Securities then owned by the Initiating Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there may request. The Company shall be obligated to consummate no more than five three (53) Demand Registrations pursuant to this AgreementSection 2.1 that have been declared and ordered effective; provided that if the Registrable Securities sought to be included in the Registration pursuant to this Section 2.1 are not fully included in the Registration for any reason other than solely due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1.

Demand Registration. (a) (i) Provided that Subject to the Company does not have the Registration Statement filed pursuant to conditions of this Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section1(a), if, at any time and from time to time following the 6-month anniversary of the Company’s Initial Public Offering, the Company shall receive a written request from any of the Investors (the “Initiating Investors”) that the Company file a registration statement under the Securities Act, on Form S-1 (“Long-Form Registration”), Form S-3 (“Short-Form Registration”), or any successor form thereto, covering the registration of the Common Stock, then the Company shall, (A) within five (5) business days after the date such request is received, give notice thereof to all Investors other than the Initiating Investors and (B) as expeditiously as reasonably practicable, effect the registration under the Securities Act of all Registrable Securities (as defined below) that the Initiating Investors and any other Investors have requested to be registered within ten (1) business days of the delivery of notice by the Company becomes a registrant under pursuant to the Exchange Actforegoing Section 1(a)(i)(A). Notwithstanding the foregoing, the Company shall not be required to file any Holder or group registration statement pursuant to this Section 1(a) unless the aggregate market value (based on the average closing price during the 10 day period prior to the date of Holders holding, in the aggregate, ten percent (10%such request) or more of the Registrable Securities issued and outstanding immediately following to be registered (or included in a takedown from a Resale Shelf involving an underwritten offering or a block trade) is at least $20.0 million as of the effective date of the Plan request for such registration or takedown (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions or at least $10.0 million as of the Securities Act all or any portion date of such request in the event that the Registrable Securities designated by to be registered (or included in a takedown from a Resale Shelf involving an underwritten offering or a block trade) constitute all Registrable Securities as of the date of such Holder(srequest); provided, however, provided that (x) the estimated fair aggregate market value of limitations set forth in this sentence shall not be in effect at any time when the Registrable Securities requested are not able to be registered is equal sold under Rule 144 because of the Company’s failure to comply with the information requirements thereunder, unless at least $10 million (or such time, the entire amount Company’s counsel delivers a written opinion of counsel, which shall be in a form reasonably satisfactory to such holder’s counsel, to such holders to the effect that such holder’s Registrable Securities then owned by may be publicly offered and sold without registration under the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the Act. At any time when the Company is eligible to use file a registration statement on Form S-3 for a secondary offering of equity securities pursuant to Rule 415 under the Securities Act (a “Resale Shelf”), any registration statement requested pursuant to this Section 1 shall be made as a Resale Shelf. In such event, unless a shorter period is requested by the Investors, the Company shall maintain such Resale Shelf until the earliest of (i) the date on which the Investors cease to hold Registrable Securities for resalecovered by such Resale Shelf, (ii) the third anniversary of the date of filing such Holder(s), in registration statement and (ii) the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions date as of this Section 3(a)(i) unless which there are no longer any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant heretoRegistrable Securities covered by such Resale Shelf. Following the time that the Company becomes eligible for use effectiveness of Form S-3 (or any successor form)a Resale Shelf, any Holder or group resale of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations Common Stock pursuant to this Section 1 shall be in the form of a “takedown” from such Resale Shelf rather than a separate registration statement. Each Investor agrees that, except as required by applicable law, such Investor shall treat as confidential the submission of a request for registration and shall not disclose or use the information contained in such request without the prior written consent of the Company 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 Investor in breach of the terms of this Agreement.

Demand Registration. (a) (i) Provided that the The Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting may include in a Demand Registration under this Section, at any time after Registrable Securities for the date that account of the Demanding Holders and shares of Common Stock for the account of the Company becomes a registrant under or other shareholders exercising contractual piggy-back registration rights or other shareholders, on the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of same terms and conditions as the Registrable Securities issued and outstanding immediately following are included therein for the effective date account of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Demanding Holders; provided, however, that (xi) if the estimated fair market value managing underwriter(s) of any underwritten offering that is the subject of such Demand Registration have informed the Company in writing that in their opinion the total number of securities that the Demanding Holders, the Company and any other shareholders intend to include in such offering exceeds the number that can be sold in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be registered is equal to at least $10 million included therein, then (or x) the entire amount number of Registrable Securities then owned by to be offered for the Holders account of any stockholders, other than the Demanding Holders, shall be reduced (to zero, if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (ynecessary) prior pro rata in proportion to the time the Company is eligible to use Form S-3 for the registration respective number of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million by such shareholders; and (or y) thereafter, if necessary, the entire amount number of Registrable Securities then owned to be offered for the account of the Company shall be reduced (to zero, if necessary), to the extent necessary to reduce the total number of Registrable Securities requested to be included in such offering to the number of Registrable Securities, if any, recommended by such managing underwriter(s) (and if the number of Registrable Securities to be offered for the account of shareholders other than the Demanding Holders and for the account of the Company has been reduced to zero, and the number of Registrable Securities requested to be included in such offering by the Demanding Holders exceeds the number of Registrable Securities recommended by such managing underwriter(s), then the number of Registrable Securities to be offered for the account of the Demanding Holders shall be reduced pro rata in proportion to the respective number of Registrable Securities requested to be registered by the Demanding Holders); and (ii) if the estimated fair market value offering that is the subject of such Demand Registration is not underwritten, only Demanding Holders, and no other party (including the Company), shall be permitted to include Registrable Securities in such Demand Registration unless the Demanding Holders owning a majority of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) included in such Demand Registrations pursuant Registration consent in writing to this Agreementthe inclusion of such Registrable Securities therein.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this SectionIf, at any time after following the date that on which the Company becomes a registrant shall have registered any of its securities (including registration of shares held by persons other than "Holders" hereunder) under the Exchange Act, any Holder or group of Holders holding, Act (unless such registration is in the aggregate, ten percent (10%) or more connection with a firmly underwritten initial public offering of the Company's Common Stock (an "IPO"), then, at any time more than 180 days after the effectiveness of such IPO), (x) the Holders of Registrable Securities issued representing a majority of such Registrable Securities and outstanding immediately following (y) the effective date holders of a majority of the Plan (the “Initial Outstanding Amount”)shares of Series 3 Preferred Stock, each shall have the rightright (which right is in addition to the registration rights under Sections 2.3 and 2.4 hereof), exercisable by written notice given to the Company (a “the "Demand Notice”"), to request have the Company prepare and file with the SEC, in the case of the Holders of Registrable Securities representing a majority of such Registrable Securities on two (2) occasions (provided that two or more registration statements filed in response to register under one Demand Notice shall be counted as one occasion) and in accordance the case of holders of a majority of the shares of Series 3 Preferred Stock on one (1) occasion (provided that two or more registration statements filed in response to one Demand Notice shall be counted as one occasion), a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and Holders' Counsel, in order to comply with the provisions of the Securities Act Act, so as to permit a public offering and sale of their respective Registrable Securities (which may be an underwritten offering if so demanded) and cause such registration statement to be declared effective by the SEC within 120 days after such filing. The Company shall give written notice (a "Registration Notice") of any registration request under Section 2.2(a) to all or any portion other Holders of the Registrable Securities designated by such Holder(s); providedwithin ten (10) days from the date of receipt of the Demand Notice. The Company will, howeveras expeditiously as reasonably possible, that (x) register the estimated fair market value number of shares specified in the Demand Notice and in notices received from any other Holders of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time who notify the Company is eligible to use Form S-3 for within ten (10) days after receiving the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time Notice; provided that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request delay or suspend the effectiveness of such registration request: (i) for such reasonable period of time until the Company receives or prepares financial statements for the fiscal period most recently ended prior to register such written request, if necessary under and applicable securities laws to avoid the use of stale financial statements, (ii) if the Company would be required to divulge in accordance with such registration statement the provisions existence of any fact relating to a material business situation, transaction or negotiation not otherwise required to be disclosed, or (iii) if the Board of Directors of the Securities Act all or any portion Company shall determine in good faith that the registration to be effected would not be in the best interest of the Registrable Securities designated by Company, in each such Holder(s); case the Company shall have the right to delay such filing for a period of no longer than ninety (90) days (provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there Company shall be no not utilize this right more than five once in any twelve (512) Demand Registrations pursuant to this Agreementmonth period).

Demand Registration. (a) (iSubject to the provisions of Section 5.2(d) Provided that the Company does not have the Registration Statement filed pursuant to and Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section5.2(e), if at any time after the earlier of four years after the Initial Closing (as defined in the Series E Stock Purchase Agreement) or 180 days after the date that the Company becomes first consummates a registrant under Public Offering on Form S-1 or Form SB-2, or any successor forms, the Exchange Act, any Holder Company shall receive a written request therefor from the record holder or group holders of Holders holding, in the aggregate, ten percent (10%) or an aggregate of more than 33% of the Registrable Securities issued (the “Initiating Holders”), the Company shall prepare and outstanding immediately following file a registration statement under the effective Securities Act covering such number of Registrable Securities as are the subject of such request, provided that such Registrable Securities have an anticipated net aggregate offering price in excess of five million dollars ($5,000,000), and shall use its best efforts to cause such registration statement to become effective. Upon the receipt of a registration request meeting the requirements of this Section 5.2(a), the Company shall promptly give written notice to all other record holders of Registrable Securities that such registration is to be effected. The Company shall include in such registration statement such additional Registrable Securities as such other record holders request within thirty (30) days after the date of the Plan (the “Initial Outstanding Amount”), shall have the right, by Company’s written notice given to them. If (i) the Company (holders of a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion majority of the Registrable Securities designated for which registration has been requested pursuant to this Section 5.2(a) and the holders of a majority of the shares of Registrable Securities held by the Initiating Holders determine for any reason not to proceed with the registration at any time before the related registration statement has been declared effective by the Commission, (ii) such Holder(s); providedregistration statement, howeverif theretofore filed with the Commission, that is withdrawn and (xiii) the estimated fair market value holders of the Registrable Securities requested subject to be registered such registration statement agree to bear their own Registration Expenses incurred in connection therewith and to reimburse the Company for the Registration Expenses incurred by it in such connection or if such registration statement, if theretofore filed with the Commission, is equal to withdrawn at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value initiative of the remaining Registrable Securities is less than $10 million)Company, and (y) prior to then the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion holders of the Registrable Securities designated by such Holder(sshall not be deemed to have exercised one of their two demand registration rights pursuant to this Section 5.2(a); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount holders of Registrable Securities then owned requesting registration shall not be required to reimburse the Company for the Registration Expenses incurred by it in connection with a registration withdrawn at the Holders request of such holders, and the Company shall not be deemed to have prepared, filed or caused to be effective the registration within the meaning of Section 5.2(c), if the estimated fair market value holders requesting withdrawal of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementregistration do so in good faith because of material adverse information regarding the Company of which they became aware after requesting registration.

Demand Registration. (a) (iExcept as provided in Section 2.2(b) Provided that below, upon the Company does written request of the Holders owning not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, less than ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following that the effective date Company effect pursuant to this Agreement the registration of the Plan resale of the Registrable Securities under the Securities Act (which request shall specify the “Initial Outstanding Amount”Registrable Securities so requested to be registered by each such Holder, the Proposed Amounts thereof and the intended method of disposition by such Holders), shall have the right, by written notice given to the Company (a “Demand Notice”)will, as expeditiously as reasonably possible, use its best efforts to request effect the Company to register registration under and the Securities Act of the resale of the Proposed Amount of Registrable Securities, for disposition in accordance with the provisions intended method of disposition stated in such request; provided, however that (i) if in the good faith judgment of the Securities Act all or Board of Directors of the Company, such registration would be detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to such Holders a certificate signed by an executive officer of the Company that the Board of Directors of the Company has made such a determination and that it is, therefore, necessary to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such registration would be detrimental, provided that the Company may not defer the filing for a period of more than 120 days after receipt of the request of such Holders. The Company shall be entitled to include in any portion registration statement filed pursuant to this Section 2.2: (A) securities of the Company held by any other security holder of the Company, and (B) in an underwritten public offering, securities of the Company to be sold by the Company for its own account, except as and to the extent that (x) in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities designated to be sold by such Holder(sHolders or (y) in the reasonable opinion of such Holders owning a majority of the Proposed Amount of Registrable Securities (if such method of disposition is not an underwritten public offering), such inclusion would adversely affect the price at which such Registrable Securities may be sold pursuant to the plan of distribution; provided, however, that (x) if, after such registration statement has been filed, the estimated fair market value managing underwriter believes that the inclusion of all securities requested to be included in the proposed underwritten public offering would adversely affect the marketing of the Registrable Securities or, in the case of a distribution that is not an underwritten public offering, if such Holders owning a majority of the Proposed Amount of Registrable Securities reasonably believe that the inclusion of all securities requested to be registered is equal included in such registration statement would adversely affect the price at which the Registrable Securities may be sold pursuant to at least $10 million (or the plan of distribution, then the aggregate amount of securities to be offered by the Company and such other security holders of the Company shall be reduced so as to permit the offering of all Registrable Securities requested by all the Holders of the entire amount Proposed Amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, without such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementadverse effects.

Demand Registration. (a) (i) Provided that At any time, each Affiliated Holder shall have, to the Company does not have extent it holds Registrable Securities, the Registration Statement filed pursuant to Section 2 effective option and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, exercisable by delivering a written notice given to the Company (a an “Affiliated Holder Demand Notice”), to request require the Company Company, pursuant to register under the terms of and subject to the limitations contained in accordance this Agreement, to prepare and file with the provisions Commission a Registration Statement registering the offering and sale of the Securities Act all or any portion of the Registrable Securities designated (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Holder(sLimited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”); provided, however, Eclipse Holdings shall deliver a written notice to each Limited Partner that (xi) specifies the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by that Eclipse Holdings estimates distributing to such Limited Partner in the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)Resale Distribution, and (yii) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, offers such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have Limited Partner the right to request include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company to register under and in accordance with has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the provisions of Company receives the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Affiliated Holder Demand Registrations pursuant to this AgreementNotice.

Demand Registration. (a) (i) Provided that the Company does not have Section 2.1 of the Registration Statement filed pursuant Rights Agreement is hereby amended and restated as follows: Subject to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section2.4, at any time after the date that the Company becomes and from time to time, a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the rightother than any Investor or Pxxxxx) may, by written notice given to the Company Corporation, request that the Corporation effect a Public Offering of Registrable Securities expected to result in gross sale proceeds of at least $50,000,000 (a “BPEA/TELUS Demand NoticeRegistration”). Notwithstanding the foregoing, subject to Section 2.4, the Sponsor Investor may, by written notice to the Corporation, request that the Corporation effect one (1) Public Offering of Registrable Securities and such Public Offering will not be subject to a minimum expected gross sale proceeds amount (a “Sponsor Demand Registration” and, together with a BPEA/TELUS Demand Registration, a “Demand Registration”). All requests made pursuant to this Section 2.1 will specify the aggregate number or amount of Registrable Securities to be registered at such Initiating Holder’s request, the intended methods of disposition thereof, and, subject to Section 2.4, the jurisdiction(s) in which such registration is requested (being the United States and any province or territory of Canada). Subject to Section 2.4, the Corporation will use its commercially reasonable efforts to effect such Demand Registration in the jurisdiction in which the Corporation has been so requested to register. The Corporation may include in any such Demand Registration other securities of the Corporation for sale for its own account or for the account of any holder of its securities other than pursuant to this Article 2 (including Registrable Securities of the Shareholders and Pxxxxx, subject to the limitations under the Pxxxxx Agreement, and Pre-IPO Holders), subject to Section 4.3; provided that if Pxxxxx ceases to be an employee of the Corporation due to resignation, retirement or termination for cause by the Corporation, the rights of Pxxxxx to participate in a Demand Registration shall terminate. Notwithstanding any limitations under this Agreement (including Sections 2.4 and 2.5 thereof), the Investors are hereby deemed to have requested, and the Corporation acknowledges and agrees to file and use its commercially reasonable efforts to make effective, as of the date hereof, an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (the “Automatic Shelf Registration Statement”), if available, or a shelf registration statement on Form F-10 (the “F-10 Registration Statement”), if the Automatic Shelf Registration Statement is not available, covering all Registrable Securities, including the Registrable Securities that will be issued to request the Company Investors in the transactions contemplated by the Acquisition Agreement and the LLC Agreement. The Corporation shall use its commercially reasonable efforts, in compliance with applicable law, to register under cause such Automatic Shelf Registration Statement or F-10 Registration Statement to be filed as soon as reasonably possible after the time of closing of the transactions contemplated by the Acquisition Agreement (“Acquisition Closing Date”), and, in the case of the F-10 Registration Statement, to become effective as soon as practicable thereafter. To the extent that an Automatic Shelf Registration Statement or F-10 Registration Statement is effective at the time of the Acquisition Closing Date, the Corporation shall file, as soon as reasonably possible after the Acquisition Closing Date and in accordance compliance with applicable law, any prospectus supplement or any post-effective amendment and otherwise take any action necessary to include each of the Holders that own Registrable Securities as selling shareholders pursuant to such Automatic Shelf Registration Statement or F-10 Registration Statement so as to permit the resale of each such Holder’s Registrable Securities. For the avoidance of doubt, if a Shelf Registration Statement is effective at the time of the Acquisition Closing Date and such Shelf Registration Statement covers, or any prospectus supplement or post-effective amendment thereto is filed to cover, the resale of the Investors’ Registrable Securities as of the Acquisition Closing Date, no additional registration statement will be filed with respect to any Registrable Securities on the Acquisition Closing Date. Any Demand Registration by BPEA can only be requested after BPEA has fully complied with the provisions of the TELUS ROFR. Any Holder that has requested its Registrable Securities Act be included in a Demand Registration pursuant to Section 2.1 (including any Initiating Holder) may withdraw all or any portion of the its Registrable Securities designated by included in a Demand Registration from such Holder(s); provided, however, that (x) Demand Registration at any time prior to the estimated fair market value execution of the underwriting agreement related to such Demand Registration. Upon receipt of a notice to such effect from an Initiating Holder with respect to all of the Registrable Securities requested included by such Initiating Holder(s) in such Demand Registration, the Corporation shall cease all efforts to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value secure effectiveness of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand applicable Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementStatement.

Demand Registration. (a) (i) Provided that the The Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting may include in a Demand Registration under this Section, at any time after Registrable Securities for the date that account of the Demanding Holders and shares of Common Stock for the account of the Company becomes a registrant under or other stockholders exercising contractual piggy-back registration rights or other stockholders, on the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of same terms and conditions as the Registrable Securities issued and outstanding immediately following are included therein for the effective date account of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Demanding Holders; provided, however, that (xi) if the estimated fair market value managing underwriter(s) of any underwritten offering that is the subject of such Demand Registration have informed the Company in writing that in their opinion the total number of securities that the Demanding Holders, the Company and any other stockholders intend to include in such offering exceeds the number which can be sold in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included therein, then (x) the number of Shares to be offered for the account of any stockholders other than the Demanding Holders shall be reduced (to zero, if necessary) pro rata in proportion to the respective number of Shares requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)such stockholders, and (y) prior thereafter, if necessary, the number of Shares to be offered for the account of the Company shall be reduced (to zero, if necessary), to the time extent necessary to reduce the total number of Shares requested to be included in such offering to the number of Shares, if any, recommended by such managing underwriter(s) (and if the number of Shares to be offered for the account of stockholders other than the Demanding Holders and for the account of the Company is eligible has been reduced to use Form S-3 zero, and the number of Shares requested to be included in such offering by the Demanding Holders exceeds the number of Shares recommended by such managing underwriter(s), then the number of Shares to be offered for the registration account of Registrable Securities for resale, such Holder(s), the Demanding Holders shall be reduced pro rata in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant proportion to the provisions respective number of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities Shares requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders Demanding Holders) and (ii) if the estimated fair market value offering that is the subject of such Demand Registration is not underwritten, only Demanding Holders, and no other party (including the Company), shall be permitted to include securities in such Demand Registration unless the Demanding Holders owning a majority of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Shares included in such Demand Registrations pursuant Registration consent in writing to this Agreementthe inclusion of such securities therein.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such At any time, each Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request (each such request, a "Registration Demand") that the Company to register file a registration statement under and in accordance with the provisions of the Securities Act in respect of all or any portion of the Registrable such Holder's Eligible Securities; provided that if any Holder shall request that a portion, but not all, of its Eligible Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is in accordance with this Section 2.1 (including a requested Takedown pursuant to subsection (c)(ii) below), such portion shall include not less than two hundred and fifty thousand (250,000) shares of Eligible Common Stock (or such lesser number of such shares having a market valuation of at least $10 million 5,000,000 as of the date the Registration Demand is made, based on the Closing Price on such date). A Registration Demand shall specify the number of shares of Eligible Common Stock (or and, in the entire amount case of Registrable Securities then owned a Registration Demand by the Holders if Initial Holder, the estimated fair market value number of Warrants) that each such Holder proposes to sell in the offering. If no Shelf Registration Statement shall be effective as of the remaining Registrable date of the Registration Demand, the demanding Holders may elect to register such Eligible Securities is less than $10 millionin accordance with either Section 2.1(c)(i) or Section 2.1(d), provided, however, that there . If a Shelf Registration Statement shall be no more than five (5) Demand Registrations effective as of the date of the Registration Demand, then all demanding Holders shall be deemed to have elected to register their Eligible Securities pursuant to this AgreementSection 2.1(c)(ii). The Holders may make in the aggregate two (2) Registration Demands pursuant to Sections 2.1(c)(i) and 2.1(d) and four (4) Registration Demands per year pursuant to an existing Shelf Registration Statement pursuant to Section 2.1(c)(ii) for which the Company will pay and bear all costs and expenses in accordance with Section 3.3 and thereafter the Holders may make an unlimited number of Registration Demands for which such requesting Holders shall pay and bear all costs and expenses.

Demand Registration. (a) If the Company shall receive a request (each such request, an “Investor Request” and each requesting Investor, the “Requesting Investor”) from either (i) Provided that the Company does not have Holders of a majority of the Registration Statement filed pursuant to Section 2 effective Series D Shares, Series C-2 Shares, Series C-1 Shares and usable to such Holder or group of Holders requesting Series C Shares, together as a Demand Registration under this Sectionsingle class on an as-converted basis, at any time after the date earlier of (x) 60 days after the Initial Closing and (y) 180 days after the completion of an Initial Public Offering, or (ii) the Holders of a majority of the Series B Shares, together as a single class on an as-converted basis, at least 180 days after the completion of an Investor Request initiated by the Holders referred to in (i), in each case, that the Company becomes file a registrant registration statement under the Exchange Act, any Holder Securities Act with respect to the proposed sale by such Requesting Investor of all or group of Holders holding, in the aggregate, ten percent (10%) or more part of the Registrable Securities issued and outstanding immediately following the effective date owned by such Requesting Investor. Promptly after receipt of the Plan Investor Request, the Company shall, subject to Section 14, give written notice (the “Initial Outstanding AmountNotice of Investor Request”)) of such Investor Request to all Holders and, subject to the limitations of Section 2(c) below, shall have file (as expeditiously as practicable and in any event within sixty (60) days of its receipt) and use its best efforts to effect, a registration statement under the rightSecurities Act with respect to all Registrable Securities that the Holders request to be registered (such requesting Holders together with the Requesting Investors, by written notice given to the Company “Registering Shareholders”) within ten (a “Demand Notice”), to request 10) business days of the Company to register under and receipt the applicable Holder of the Notice of Investor Request (delivered in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Section 22) ; provided, however, that no Investor Request shall be effected from Holders referred to in clause (xii) above if the estimated fair market value aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be registered is equal to at least included by all Registering Shareholders in such Investor Request are less than $10 million 20,000,000 (or the entire amount of unless such Registrable Securities then owned by identified in the Holders if the estimated fair market value of the Investor Request constitute all remaining Registrable Securities is less than $10 millionheld by the Registering Shareholders), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year . All requests made pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s2(a) will be entitled to an additional Demand Registration pursuant hereto. Following specify the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion aggregate number of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or and will also specify the entire amount intended methods of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementdisposition thereof.

Demand Registration. (a) Shareholders holding Registrable Securities may make an aggregate of up to three (i3) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant written requests for registration under the Exchange Act, Securities Act (including the first request contained in subsection 2.1(d) hereof) of all or any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more part of the Registrable Securities issued held by such Shareholders (a "Demand Registration"); provided that (i) the first Demand Registration must be in respect of not less than 2,500,000 Registrable Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations and outstanding immediately following the like), (ii) the second and third Demand Registrations must each be in respect of not less than either (x) 1,500,000 Registrable Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) or (y) Registrable Securities representing the right to cast at least 6,500,000 votes at a meeting of stockholders of the Company (exclusive of cumulative voting rights) ("Votes"), (iii) the Shareholders shall not request a Demand Registration within 150 days of the effective date of a prior Demand Registration and (iv) the Plan (the “Initial Outstanding Amount”), Shareholders shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of indicate the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (that is, Common Stock, Class B Common Stock or a combination of both). In addition, such request will specify the entire amount aggregate number of shares of Registrable Securities then owned proposed to be sold by the Holders if Shareholders and will also specify the estimated fair market value intended method of disposition thereof. A registration will not count as a Demand Registration until the distribution contemplated by such Demand Registration has been consummated. Should the distribution contemplated by a Demand Registration not be consummated due to the failure of the remaining Registrable Securities is less than $10 million)Participating Shareholders to perform their obligations under this Agreement or the inability of the Participating Shareholders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, and or in the event the Participating Shareholders withdraw or do not pursue the request for the Demand Registration (y) prior to in each of the foregoing cases, provided that at such time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(sin compliance in all material respects with its obligations under this Agreement), in the aggregate, shall only be entitled to one then such Demand Registration per calendar year pursuant shall not be deemed to have been effected, but the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained Participating Shareholders shall pay those expenses incurred by the Company in effect for the respective periods connection with such request set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement3.2 hereof.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange ActSection 3, any Holder or group of Holders holding, in the aggregate, ten thirty-five percent (1035%) or more of the Registrable Securities then issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), ) shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to constitute at least $10 million thirty-five percent (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value 35%) of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 Outstanding Amount. Each request for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one a Demand Registration per calendar year pursuant to shall be in writing and shall specify the provisions approximate aggregate number of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is (which aggregate number of Registrable Securities must either (i) have a value equal to at least $10 million 15,000,000 based on the closing price of such securities on the last trading day prior to the date of such request or, in the case no closing price is available, at the anticipated price offered to the public or (or ii) equal the entire amount total number of Registrable Securities then owned held by a Holders with respect to any Holder. In no event shall the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall Company be no obligated to effectuate more than five two (52) Demand Registrations in any 12-month period. A registration shall not count as a Demand Registration until it has become effective. In no event shall Shelf Registrations (and any other filing made pursuant to this AgreementSection 2 hereof) or Shelf Takedowns be deemed to constitute Demand Registrations.

Demand Registration. (a) (i) Provided that Buyer, on its own behalf and on behalf of the Company does not have the Registration Statement filed pursuant other Holders, may make up to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant three written requests for registration under the Exchange Act, Securities Act of all or any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more part of the Registrable Securities issued and outstanding immediately following held by the effective date Holders (each, a "Demand Registration"); provided that (i) Buyer may not request a Demand Registration before the first anniversary of the Plan Closing Date, (ii) no Demand Registration may be requested within 180 days after the “Initial Outstanding Amount”)preceding request for a Demand Registration, shall have the right, by written notice given to the Company and (a “iii) each Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that Registration must be (x) the estimated in respect of Registrable Securities with a fair market value of the Registrable Securities requested to be registered is equal to at least $10 million 25,000,000 or (or the entire amount y) in respect of all remaining Registrable Securities then owned by the Holders if the estimated and have a fair market value of at least $5,000,000. Such request will specify the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration aggregate number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for resalethe proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such Holder(stime the Corporation is in compliance in all material respects with its obligations under this Exhibit B), in the aggregate, shall only be entitled to one then such Demand Registration per calendar year pursuant shall be deemed to have been effected (provided that if the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective because of a material adverse change in the condition (financial or is not maintained in effect for the respective periods set forth in Section 3(cotherwise), in which case business, assets or results of operations of the relevant Holder(s) will be entitled Corporation and its Subsidiaries taken as a whole that occurs subsequent to an additional the date of the written request made by the requesting Holders, then the Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor formshall not be deemed to have been effected), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time after ninety (90) days from the date that hereof, the Company becomes a registrant under the Exchange ActInvestor may make up to three written requests, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company each (a “"Demand Notice”), to request the Company to register ") for registration under and in accordance with the provisions of the Securities Act (a "Demand Registration") of all or any a portion of the Registrable Securities designated held by such Holder(s)the Investor, subject to the right to reinstate a Demand Registration set forth herein; provided, however, that the number of shares of Registrable Securities requested to be registered (xi) shall be greater than 1% of the estimated shares of Common Stock outstanding and (ii) shall have a "fair market value" (determined pursuant to the next sentence) in excess of $1,000,000. For purposes of this Agreement, fair market value of the Registrable Securities requested to shall be registered determined as follows: (i) if the security is equal to at least $10 million listed on any established stock exchange or a national market system, including, without limitation, the National Market System of the National Association of Securities Dealers Automated Quotation System, its fair market value shall be the closing sales price or the closing bid if no sales were reported, as quoted on such system or exchange (or the entire amount largest such exchange) on the date of the Demand Notice (or if there are no sales or bids for such date, then for the last preceding business day for such sales or bids), as reported in The Wall Street Journal or similar publication; (ii) if the security is regularly quoted by a recognized securities dealer but selling prices are not reported, its fair market value shall be the mean between the high bid and low asked prices for the security on the date of the Demand Notice (or if there are no quoted prices for such date, then for the last preceding business day on which there were quoted prices); or (iii) in the absence of an established market for the security, the fair market value shall be determined in good faith by the Company's Board of Directors, with reference to the Company's net worth, prospective earning power, dividend-paying capacity and other relevant factors, including the goodwill of the Company, the economic outlook in the Company's industry, the Company's position in the industry and its management and the values of stock of other corporations in the same or a similar line of business (all of such factors determined as of the date of the Demand Notice). Within ten days after receipt of each Demand Notice, the Company shall give written notice of such registration request to all non-requesting holders of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)and shall, and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant subject to the provisions of the following paragraph, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after the receipt of the notice of such Demand Registration request by the applicable holder. Both the Demand Notice and any request to have Registrable Securities included in a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and shall also specify the intended method of disposition thereof. A registration requested pursuant to this Section 3(a)(i2(b) will not be deemed to have been effected unless any Demand the Registration does not Statement relating thereto has become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Act; provided, however, that if, after such Registration Statement has become effective, the estimated fair market value offering of 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 the demanding Investor's right to request a Demand Registration hereunder shall be reinstated. The Investor may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke such request with respect to their Registrable Securities by providing a written notice to the Company revoking such request and the Investor's right to request a Demand Registration hereunder shall be reinstated. If the Investor so elects, the offering of Registrable Securities pursuant to a Demand Registration shall be in the form of an Underwritten Offering and such Investor shall have the right to designate the underwriters and the managing underwriter, subject to approval of the Company, which approval shall not be unreasonably withheld or delayed. If the managing underwriter or underwriters of such offering advise the Company and the holders of Registrable Securities in writing that in their opinion the number of shares of Registrable Securities requested to be registered included in such offering is at least $10 million (or sufficiently large to materially and adversely affect the entire amount success of such offering, the Company will include in such registration the aggregate number of Registrable Securities then which in the opinion of such managing underwriter or underwriters can be sold without any such material adverse effect and the Registrable Securities to be included in such registration shall be allocated, (i) first to the Investor making such demand, (ii) second among the holders of the Priority Securities (that have requested inclusion of the Priority Securities beneficially owned by such holders) to the Holders if extent necessary to reduce the estimated fair market value total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters, (iii) third among the other holders of Registrable Securities (that have requested inclusion of their Registrable Securities in such registration), and any other holders of registration rights in respect of securities of the remaining Company in accordance with the terms of the agreements granting such rights, pro rata (according to the Registrable Securities is less than $10 million)or other securities, providedas applicable, howeverbeneficially owned by such holders) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters, and (iv) fourth, among the Company and any other holders of registration rights in respect of securities of the Company that there by their terms are subordinate to the rights of the security holders referred to in clause (iii) above in accordance with the terms of the agreements granting such rights. The Investor shall not be entitled to effect a Demand Notice under this Section 2(b) within 120 days after the closing date of an Underwritten Offering; provided that with respect to Ameritech, no election that an offering under this Section 2(b) shall be no more than five (5) Demand Registrations an Underwritten Offering shall be made within 30 days after the closing date of an Underwritten Offering occurring prior to the Cutoff Date. No registration pursuant to a request or requests referred to in this Agreementsubsection 2(b) shall be deemed to be a Shelf Registration.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), E-Z-EM shall have the right, by written notice given exercisable on multiple occasions from time to time during the Company term of this Agreement, but together with Unregistered Demands (a “Demand Notice”)as defined in Section 3.1(a) below) no more frequently than once during any twelve-month period, to request require the Company to register for offer and sale under the Securities Act (a "Demand") all or a portion of the Common Stock held by the E-Z-EM Entities, subject to the restrictions set forth herein; provided that E-Z-EM shall not be entitled to make a Demand hereunder unless (i) the Common Stock subject to such Demand represents at least 5% of the aggregate shares of Common Stock then issued and outstanding, (ii) at least six months have passed since the completion of the IPO and (iii) at least six months have passed since the completion of the last offering pursuant to a Demand or Unregistered Demand under Section 3.1. As promptly as practicable (but in accordance no event later than 45 days) after the Company receives from E-Z-EM a notice pursuant to this Section 2.1(a) (a "Demand Notice"), demanding that the Company register part or all of the Common Stock held by the E-Z-EM Entities for offer and sale under the Securities Act, subject to Section 2.1(b), the Company shall (i) file with the Commission a Registration Statement relating to the offer and sale of the Applicable Securities on such form as E-Z-EM may reasonably deem appropriate and (ii) after such filing, use reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act. Subject to Section 2.1(b), the Company shall use reasonable best efforts to keep each Registration Statement continuously effective in order to permit E-Z-EM to use the Prospectus forming a part thereof for resales of the Applicable Securities for a period ending on the earlier of (i) 120 days from the Effective Time of such Registration Statement and (ii) such time as all of such securities have been disposed of by E-Z-EM. Subject to Section 2.1(b), the Company shall use reasonable best efforts to prepare and file with the Commission such amendments, post-effective amendments and supplements to the Registration Statement as may be necessary to maintain the effectiveness of the Registration Statement for such period and to cause the Prospectus forming a part thereof (and any amendments or supplements thereto) to be filed pursuant to Rules 424 and 430A under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all or any portion of the Registrable Applicable Securities designated covered by such Holder(s); provided, however, that (x) Registration Statement during the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and applicable period in accordance with the provisions intended method or methods of the Securities Act all or any portion of the Registrable Securities designated distribution thereof, as specified in writing by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementE-Z-EM.

Demand Registration. Subject to the terms of this Agreement, in the ------------------- event that prior to a date three years after the date of this Agreement (a) (i) Provided that the "Demand Expiration Date"), the Company does not have shall receive from the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group Holders of Holders requesting a Demand Registration under this SectionShares representing at least seventy-five percent (75%) of the Registrable Securities then outstanding, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent six (10%6) or more of the Registrable Securities issued and outstanding immediately following months after the effective date of the Plan (registration statement covering the “Initial Outstanding Amount”)Company's initial public offering, shall have the right, by a written notice given that it or they intend to the Company offer or cause to be offered for public sale at least fifty percent (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion 50%) of the Registrable Securities designated then outstanding (or any lesser percentage if the aggregate offering price to the public is greater than $5,000,000), the Company will so notify all Holders. Upon written request of any Holder given within fifteen (15) days after the receipt by such Holder(s); providedHolder from the Company of such notification, however, that (x) the estimated fair market value Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder (including the Holder giving the initial notice of intent to offer) to be registered is equal under the Securities Act as expeditiously as possible (a "Demand Registration"). The Company shall not be required to at least $10 million effect more than one (or 1) Demand Registration pursuant to this Section 6.3. If (i) in the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value good faith judgment of the remaining Registrable Securities Board of Directors of the Company, a Demand Registration would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is less than $10 million)essential to defer the filing of such registration statement at such time, and (yii) prior to the time the Company is eligible shall furnish to use Form S-3 for each Holder a certificate signed by the registration President of Registrable Securities for resale, such Holder(s)the Company stating that, in the aggregategood faith judgment of the Board of Directors of the Company, shall only it would be entitled to one Demand Registration per calendar year pursuant materially detrimental to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained Company for such registration statement to be filed in effect for the respective periods set forth in Section 3(c)near future, in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that then the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request defer such filing for the period during which such Demand Registration would be materially detrimental, provided that the Company to register under and in accordance with may not defer the provisions filing for a period of more than ninety (90) days after receipt of the Securities Act all or request for a Demand Registration, and more than once in any portion of 12-month period. In the Registrable Securities designated by such Holder(s); provided, however, event that the estimated fair market value of Company elects to defer a Demand Registration to a date occurring after the Registrable Securities requested to be registered is at least $10 million (or Demand Expiration Date, the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there Demand Expiration Date shall be no more than five (5) extended until such time as the Demand Registrations pursuant to this AgreementRegistration is complete.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time after the earlier of (i) five (5) years from the date that of this Agreement and (ii) one hundred eighty (180) days after the Company becomes a registrant initial public offering of the Company’s Common Stock pursuant to an effective registration under the Exchange Securities Act, any Holder or group the holders (excluding the Key Holder) of Holders holding, in the aggregate, ten at least fifty percent (1050%) or more of the Registrable Securities issued and then outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to excluding Key Holder Registrable Securities) may notify the Company that they intend to offer or cause to be offered for public sale at least fifty percent (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion 50%) of the Registrable Securities designated by such Holder(s); provided, however, that then outstanding (xexcluding Key Holder Registrable Securities) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount any lesser number of Registrable Securities then owned by the Holders (excluding Key Holder Registrable Securities) if the estimated fair market value anticipated aggregate sale price, net of underwriting discounts and commissions, if any, would exceed $10,000,000. Upon receipt of such request, the remaining Company shall promptly deliver notice of such request to all Stockholders holding Registrable Securities is less than $10 million)who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and (y) prior in such event the right of any Person to participate in such registration shall be conditioned upon such Person’s participation in such underwritten public offering and the inclusion of such Person’s Registrable Securities in the underwritten public offering to the time the extent provided herein. The Company is eligible will use its reasonable best efforts to use Form S-3 for expeditiously effect (but in any event no later than thirty (30) days after such request) the registration of all Registrable Securities for resalewhose holders request participation in such registration under the Securities Act, such Holder(s), in the aggregate, shall but only be entitled to one Demand Registration per calendar year pursuant to the provisions of extent provided for in this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Agreement; provided, however, that the estimated fair market value Company shall not be required to effect registration pursuant to a request under this Section 2(a) more than two (2) times for the holders of the Registrable Securities requested as a group. Notwithstanding anything to the contrary contained herein, no request may be registered is at least $10 million made under this Section 2(a) within ninety (or 90) days after the entire amount effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Securities then owned shall have been entitled to join pursuant to Section 4 and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration under this Section 2(a) unless and until the registration statement relating to such registration has been declared effective by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), Commission; provided, however, that there shall be no more than five (5a majority in interest of the participating holders of Registrable Securities may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) Demand Registrations pursuant but has not yet been declared effective, and a majority in interest of such holders may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted under this AgreementSection 2(a).

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder A Xxxxxx Xxxxxx or group of Xxxxxx Holders requesting a Demand Registration under this Section, may request (at any time after the date Company completes an IPO) by written notice delivered to the Company that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated then held by such Holder(sXxxxxx Xxxxxx or Xxxxxx Holders (the “Requesting Xxxxxx Holders”); provided, however, that representing in the aggregate not less than fifty percent (x50%) the estimated fair market value of the Registrable Securities held by the Xxxxxx Holders, for sale in the manner specified in such notice (including, but not limited to, an underwritten public offering). In each such case, such notice shall specify the number of Registrable Securities for which registration is requested, the proposed manner of disposition of such securities, and the minimum price per share at which the Requesting Xxxxxx Holders would be willing to sell such securities in an underwritten offering. The Company shall, within five (5) Business Days after its receipt of any Requesting Xxxxxx Holders’ notice under this Section 2(a)(i), give written notice of such request to all other Xxxxxx Holders and afford them the opportunity of including in the requested registration statement such of their Registrable Securities as they shall specify in a written notice given to the Company within twenty (20) days after their receipt of the Company’s notice. Within ten (10) Business Days after the expiration of such twenty (20) day period, the Company shall notify all Xxxxxx Holders requesting registration of (A) the aggregate number of Registrable Securities proposed to be registered is equal by all Xxxxxx Holders, (B) the proposed filing date of the registration statement, and (C) such other information concerning the offering as any Holder may have reasonably requested. If the Xxxxxx Holders of a majority in aggregate amount of the Registrable Securities to at least $10 million be included in such offering shall have requested that such offering be underwritten, the managing underwriter for such offering shall be chosen by the Xxxxxx Holders of a majority in aggregate amount of the Registrable Securities being registered, with the consent of the Company, which consent shall not be unreasonably withheld, not less than thirty (30) days prior to the proposed filing date stated in the Company’s notice, and the Company shall thereupon promptly notify such Xxxxxx Holders as to the identity of the managing underwriter, if any, for the offering. On or before the 30th day prior to such anticipated filing date, any Xxxxxx Xxxxxx may give written notice to the Company and the managing underwriter specifying either that (A) Registrable Securities of such Xxxxxx Xxxxxx are to be included in the underwriting, on the same terms and conditions as the securities otherwise being sold through the underwriters under such registration or (B) such Registrable Securities are to be registered pursuant to such registration statement and sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings in reasonably similar circumstances, regardless of the method of disposition originally specified in Holder’s request for registration; provided that, notwithstanding anything to the contrary contained herein, to the extent that any Xxxxxx Xxxxxx sells Registrable Securities off of a shelf registration statement on Form S-3 (or the entire amount of Registrable Securities then owned equivalent registration statement form) other than pursuant to an underwritten offering, such sales by the Xxxxxx Holders if collectively shall (x) be subject to the estimated fair market value terms of any lock-up agreement or similar agreement entered into by such Xxxxxx Xxxxxx with the remaining Registrable Securities is less than $10 million), Company and (y) be strictly limited in any 30 consecutive day period to the sale of the number of shares (inclusive of the sale of any unlegended shares during the applicable periods by such Xxxxxx Xxxxxx) equal to 1% of the shares of the Company outstanding as shown by the most recent report or statement published by the Company (with such limitation applying to transfers by the Xxxxxx Holders and their transferees collectively); provided further, that, if the Company has filed a shelf registration statement pursuant to Section 2(a)(iii) hereof in response to receiving a request from the Xxxxxx Holders to file such shelf registration statement at least 20 days prior to the time 181st day after the Company is eligible to use Form S-3 for the IPO, and such registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does statement has not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more within 45 days of the Initial Outstanding Amountfiling of such shelf registration statement, the Xxxxxx Holders shall have the right to sell additional shares off of such shelf registration statement (without regard to the above 1% limit) equal to (x) 1% of the outstanding shares of common stock of the Company, multiplied by (y) a fraction, the numerator of which is the number of days beyond 45 days in which it took for such effectiveness to occur, and the denominator of which is 30, minus (z) the number of unlegended shares that were available to be sold by the Xxxxxx Holders and their transferees during such period beyond 45 days. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to file a shelf registration statement prior to the 181st day after the IPO at the request of the Xxxxxx Holders (and in order for the Company to register under and in accordance with be obligated to file such shelf registration statement on such 181st day, the provisions Xxxxxx Holders must have made the relevant request at least 20 days prior to such date), any sales by the Xxxxxx Holders off of an effective shelf registration statement, other than pursuant to an underwritten offering, shall be effected through Xxxxxxxx & Co. or a firm that is one of the Securities Act all or any portion of lead underwriters in the Registrable Securities designated by IPO and the Xxxxxx Holders hereby agree to provide prompt written notice to the Company (including the amount and, if directly placed with an identifiable purchaser, the transferee) after each such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementsale.

Demand Registration. 2.1 At any time beginning after the earlier of three (a3) years from the date hereof or six (i6) Provided months following the completion of the Initial Offering, the holders of at least fifteen percent (15%) of the Restricted Securities (each a “Requesting Holder”) may, by written notice, request that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting effect a Demand Registration under this Section, at registration in any time after the date that jurisdiction in which the Company becomes has had a registrant under registered underwritten public offering (or, if the Company has not yet had a registered underwritten public offering, then such request may be to effect such registration on the New York Stock Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”NASDAQ National Market System), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated Restricted Shares held by such Holder(s); providedRequesting Holder (or which would be held by such Requesting Holder, however, that (x) the estimated fair market value upon conversion of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then Preferred Shares owned by such Requesting Holder) (the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million“Request Notice”), and (y) prior to including without limitation any registration statement filed under the time the Company is eligible to use Form S-3 Securities Act providing for the registration of, and the sale on a continuous or delayed basis by the Requesting Holder of, all of Registrable the Restricted Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to Rule 415 under the provisions of this Section 3(a)(i) unless Securities Act and/or any Demand Registration does not become effective similar rule that may be adopted by the Commission on Form F-1 or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 S-1 (or any successor form)comparable form for registration in a jurisdiction other than the United States, any Holder or group of Holders holding, if applicable) for sale in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and manner specified in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)notice; provided, however, that the estimated fair market value Company shall not be obligated to register Restricted Shares pursuant to such request: (i) subject to Section 3.1 below, during the period beginning thirty (30) days prior to the filing, and ending on a date ninety (90) days following the effective date, of a registration statement filed by the Company relating to an underwritten offering only of the Registrable Securities requested Company’s equity capital (other than a registration statement for the Company’s equity capital which does not give rise to incidental registration rights pursuant to Section 3.1 below); provided, however, that, within ten (10) days of the receipt of any request of the Requesting Holders to register Restricted Shares pursuant to this Section 2.1 the Company gives notice to the Requesting Holders of its intent to file such registration statement; and provided further that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective within sixty (60) days of the initial filing; or (ii) if external U.S. counsel to the Company of reputable standing opines to the Requesting Holders within fifteen (15) days of the relevant request that the filing of such a registration statement would require the disclosure of material non-public information about the Company that the Company is not otherwise required to disclose, the disclosure of which could have a material adverse effect on the business or financial condition of the Company, in which event no such registration statement need be filed until the earlier of the lapse of sixty (60) days from the issuance of the opinion of counsel or such time as the information is no longer required to be registered disclosed, is at least $10 million (not material or non-public, or its disclosure would not have a material adverse effect on the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value business or financial condition of the remaining Registrable Securities is less than $10 million), Company; provided, however, that there shall be no the Company may not exercise its right under this clause (ii) more than five once in any 12-month period. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within one hundred and eighty (5180) Demand Registrations days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Shares shall have been entitled to join pursuant to this AgreementSection 2.1 or Section 3 hereof and in which there shall have been effectively registered all Restricted Shares as to which registration shall have been so requested. Notwithstanding the foregoing, the Company shall have no obligation to effect a registration under this Section 2.1 unless the aggregate offering price of the securities requested to be sold pursuant to such registration is, in the good faith judgment of the Board, expected to be equal to or greater than US$5,000,000.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time after 180 days after the date that IPO each of (1) the Riverwood Entities (acting as a group), (2) the FTV Entities (acting as a group), (3) WPP and (4) the Founders (acting as a group) (such Shareholders identified in clauses (1) through (4), the “Registration Rights Holders”) may each notify the Company becomes a registrant under the Exchange Act, any Holder that they intend to offer or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given cause to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act be offered for public sale all or any portion of the their Registrable Securities designated by in the manner specified in such Holder(srequest (the “Demand Request”); provided. In addition, however, that (x) the estimated fair market value any two of the Registration Rights Holders, acting together, may notify the Company of one additional Demand Request. No later than twenty (20) days after receipt of such Demand Request, the Company shall promptly deliver notice of such request to all other Shareholders holding Registrable Securities requested who shall then have thirty (30) days to notify the Company in writing of their desire to be registered is equal included in such registration. If the Demand Request contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to at least $10 million (or participate in such registration shall be conditioned upon such Person’s participation in such underwritten public offering and the entire amount inclusion of such Person’s Registrable Securities then owned by in the Holders if underwritten public offering to the estimated fair market value extent provided herein. The Company will use its commercially reasonable efforts to expeditiously effect (but in any event no later than 180 days after the receipt of the remaining Registrable Securities is less than $10 million), and (yDemand Request) prior to the time the Company is eligible to use Form S-3 for the registration of all Registrable Securities for resalewhose holders request participation in such registration under the Securities Act, such Holder(s), in the aggregate, shall but only be entitled to one Demand Registration per calendar year pursuant to the provisions of extent provided for in this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)2.1; provided, however, that the estimated fair market value Company shall not be required to effect registrations pursuant to a request under this Section 2.1 more than five times, one by each of (1) the Riverwood Entities (acting as a group), (2) the FTV Entities (acting as a group), (3) WPP and (4) the Founders (acting as a group) and one by any two of (1) the Riverwood Entities (acting as a group), (2) the FTV Entities (acting as a group), (3) WPP and (4) the Founders (acting as a group). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within one hundred and twenty (120) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering (subsequent to the IPO) in which the holders of Registrable Securities shall have been entitled to join and in which there shall have been effectively registered a majority of the Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration under this Section 2.1(a) unless and until the registration statement relating to be registered is at least $10 million (or the entire amount of Registrable Securities then owned such registration has been declared effective by the Holders if Commission at the estimated fair market value request of the remaining Registrable Securities is less than $10 million), initiating Shareholders; provided, however, that there shall be no more than five (5a majority in interest of the participating holders of Registrable Securities may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2.1(a) Demand Registrations pursuant but has not yet been declared effective, and a majority in interest of such holders may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted under this AgreementSection 2.1(a).

Demand Registration. (a) Subject to the provisions of Section 2.7, at any time and from time to time on or after the the closing of the Transactions, each of (i) Provided that the Company does not have Gores Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Gores Holders (the “Gores Demanding Holders”), (ii) the Parent Demanding Holders, and (iii) Parent (together with the Gores Demanding Holders, the Parent Demanding Holders, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on (1) Form F-1 or (2) if available, Form F-3, which in the case of either clause (1) or (2), may be a shelf Registration Statement filed pursuant to Section 2 effective Rule 415 under the Securities Act, which written demand shall describe the amount and usable type of securities to be included in such Holder or group Registration and the intended method(s) of Holders requesting distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration under this Section(and, at in any time event, within twenty days of its receipt of such Demand Registration, notify, in writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within ten (10) days after the date that receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company becomes of any such written notification from a registrant under Requesting Holder(s) to the Exchange ActCompany, any Holder or group of Holders holdingsubject to Section 2.2(d), in the aggregate, ten percent (10%such Requesting Holder(s) or more of the shall be entitled to have their Registrable Securities issued included in a Registration pursuant to a Demand Registration and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”)shall effect, to request as soon thereafter as practicable, the Company to register under and in accordance with the provisions Registration of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Demanding Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year Requesting Holders pursuant to the provisions of this Section 3(a)(i) unless any such Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementRegistration.

Demand Registration. (a) (i) Provided 2.1 Subject to the conditions of this Section 2, a Holder or Holders holding in the aggregate at least a majority of the Registrable Shares then collectively held by all such Holders may request, in writing, that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to effect a registration on Form S-1 (or any successor form) of Registrable Shares owned by such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date provided that the Company becomes a registrant under aggregate public offering price (before deduction of underwriters’ discounts and commissions) of the Exchange Act, any shares of Common Stock offered in such registration equals or exceeds $5,000,000. If the Holder or group of Holders holding, in initiating the aggregate, ten percent (10%) or more of registration intend to distribute the Registrable Securities issued and outstanding immediately following Shares by means of an underwriting, he, she or they shall so advise the effective date Company in their request. If such registration is underwritten, the right of other Holders to participate in such registration shall be conditioned on such Holders’ participation in such underwriting. Upon receipt of any such request, the Plan (the “Initial Outstanding Amount”), Company shall promptly give written notice of such proposed registration to all Holders. Such other Holders shall have the right, by giving written notice given to the Company (a “Demand Notice”)within 30 days after the Company provides its notice, to elect to have included in such registration all or a part of their Registrable Shares as such Holders may request in such notice of election. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with an underwriter or underwriters that are mutually agreeable to the Company and a majority in interest of the Stockholders. Thereupon, the Company shall, at its own expense and as expeditiously as possible, use its commercially reasonable efforts to register effect the registration, on Form S-1 (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable Blue Sky or other state securities laws and in accordance appropriate compliance with the provisions of applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or any such portion of the such Registrable Securities designated by as are specified in such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior request. Subject to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods limitations set forth in Section 3(c)2.3 below, in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that equity securities of Other Sellers or of the Company becomes eligible for use of Form S-3 (or any successor form), any may be included a registration statement effected pursuant to a registration request made by the Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance connection with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementSection 2.1.

Demand Registration. (a) (i) Provided Subject to the conditions of this Section 6.1(a), if the Company shall receive a written request from the Investors on one or more occasions that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting file a Demand Registration under this Section, at any time after the date that the Company becomes a registrant registration statement under the Exchange Securities Act, any Holder or group of Holders holding, in the aggregate, ten percent on Form S-1 (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding AmountLong-Form Registration”), shall have the right, by written notice given to the Company Form S-3 (a “Demand NoticeShort-Form Registration”), to request or any successor form thereto, covering the registration of the Shares, then the Company to register shall, as expeditiously as reasonably possible, effect the registration under and in accordance with the provisions of the Securities Act of all or any portion of the Registrable Securities designated by such Holder(s(as defined below) that the Investors have requested to be registered, provided that for any registration pursuant to this Section 6.1(a); provided, however, that (x) the estimated fair aggregate market value of the Registrable Securities requested to be registered is equal to (or included in a takedown from a Resale Shelf involving an underwritten offering or a block trade) must be at least $20 million as of the date of the request for such registration or takedown (or at least $10 million as of the date of such request in the event that the Registrable Securities to be registered (or the entire amount of included in a takedown from a Resale Shelf involving an underwritten offering or a block trade) constitute all Registrable Securities then owned by the Holders if the estimated fair market value as of the remaining Registrable Securities is less than $10 milliondate of such request), and (y) prior to the . At any time when the Company is eligible to use file a registration statement on Form S-3 for a secondary offering of equity securities pursuant to Rule 415 under the Securities Act (a “Resale Shelf”), any registration statement requested pursuant to this Section 6 shall be made as a Resale Shelf. In such event, unless a shorter period is requested by the Investors, the Company shall maintain such Resale Shelf until the earliest of (i) the date on which the Investors cease to hold Registrable Securities for resalecovered by such Resale Shelf, (ii) the third anniversary of the date of filing such Holder(s), in registration statement and (ii) the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions date as of this Section 3(a)(i) unless which there are no longer any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant heretoRegistrable Securities covered by such Resale Shelf. Following the time that the Company becomes eligible for use effectiveness of Form S-3 (or any successor form)a Resale Shelf, any Holder or group resale of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations Shares pursuant to this Section 6 shall be in the form of a “takedown” from such Resale Shelf rather than a separate registration statement. Each Investor agrees that, except as required by applicable law, such Investor shall treat as confidential the submission of a request for registration and shall not disclose or use the information contained in such request without the prior written consent of the Company 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 Investor in breach of the terms of this Agreement.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time after beginning as of the date that the Company becomes hereof, Holders of a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more majority of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company may require registration (a “Demand NoticeRegistration”)) under the Securities Act of all or any part of their Registrable Securities; provided that each such Demand Registration must be in respect of at least 100,000 shares of Common Stock. Holders may exercise this demand registration right under this Section 2 by giving a written request to the Company specifying the intended method of disposition of Holders’ Registrable Securities. Within five business days of receipt of such request, to request the Company shall promptly notify all other Holders of the request. The Holders shall have thirty 30 days after receipt by such Holder of such notice from the Company to register under and request that their Registrable Securities be included in accordance the registration with the provisions shares of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the initially requiring registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) 2. Holder will be entitled to an additional require up to two Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Registrations on Form S-1 and unlimited Demand Registrations on Form S-3 (or any respective successor formforms), any . A Demand Registration under this Section 2 shall not be deemed to have been effected or requested (a) unless a Registration Statement with respect thereto has become effective and Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right is legally permitted to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of sell the Registrable Securities designated by such Holder(s); provided, however, that included therein and the estimated fair market value of Registration Statement remains effective for at least 180 consecutive days (unless the Registrable Securities requested are sold within a shorter period, then the Registration Statement shall have remained effective for such shorter period); (b) if after the Registration Statement has become effective, a stop-order, injunction or order suspending the effectiveness of the Registration Statement is issued or any other limitation, restriction or suspension of the offer or sale of any Registrable Securities has been imposed and the Registrable Securities covered thereby have not been sold; or (c) if the conditions to be registered is at least $10 million (or the entire amount of Registrable Securities then owned fulfilled by the Holders if the estimated fair market value Company for completion of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant transactions contemplated by the selling agreement or underwriting agreement related to this Agreementthe registration are not satisfied by the Company or waived by the underwriters.

Demand Registration. (a) (i) Provided that Subject to the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group provisions of Holders requesting a Demand Registration under this SectionAgreement, if at any time after the date earlier to occur of a Qualified Public Offering or May 31, 2004, RHH shall receive a written request from the C/H/J Holders of at least 25% of the class of Registrable Securities sought to be registered that the Company becomes a registrant under the Exchange Actwere originally issued to all C/H/J Holders, any Holder or group of Holders holdingor, in the aggregateif less, ten at least forty percent (1040%) or more of the class of Registrable Securities issued and outstanding immediately following sought to be registered then held by the effective date of the Plan (the “Initial Outstanding Amount”)C/H/J Holders, shall have the right, by written notice given to the Company (that RHH file a “Demand Notice”), to request the Company to register registration statement under and in accordance with the provisions of the Securities Act covering the registration for offer and sale of such and any other outstanding Registrable Securities, then RHH shall promptly notify in writing all or other C/H/J Holders of such request. Within twenty (20) days after such notice has been given by RHH, any portion other C/H/J Holder may give written notice to RHH of the its election to include its Registrable Securities designated by in the registration. As soon as practicable after the expiration of such Holder(s); providedtwenty (20) day period, however, that (x) RHH shall use its best efforts to cause the estimated fair market value registration of the all Registrable Securities with respect to which registration has been so requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior C/H/J Holders. The right to the time the Company is eligible to use Form S-3 for demand the registration of Registrable Securities for resaleshall be exercised no more than two times by the C/H/J Holders, with the second such Holder(s), in demand to be effected no sooner than 9 months after the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to registration statement resulting from the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, first demand shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)become effective, provided, however, that there shall be no more than five (5) Demand Registrations if the C/H/J Holders are unable to sell, pursuant to this Agreementsuch two registration statements, all Registrable Securities which they sought to sell, the C/H/J Holders holding at least twenty-five percent (25%) of the shares of such Registrable Securities may, no sooner than 12 months after the second such registration statement became effective, cause RHH to use its reasonable efforts to cause a third registration statement, covering such unsold Registrable Securities, to be filed and to become effective. The foregoing notwithstanding, the C/H/J Holders may demand that a registration statement be filed pursuant to Form S-3 any number of times if (i) the value of the shares of Registrable Securities to be so offered and sold is at least $1,000,000 and (ii) at least 9 months has elapsed since a registration statement filed as a result of a demand by the C/H/J Holders became effective.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time after the date that the Company becomes a registrant under the Exchange ActJune 1, any Holder or group of Holders holding1998, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request (each such request, a "Registration Demand") that the Company to register file a registration statement under and in accordance with the provisions of the Securities Act in respect of all or any portion of the Registrable such Holder's Eligible Securities; provided that if any Holders shall request that a portion, but not all, of its Eligible Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is in accordance with this Section 7.1 (including a requested Takedown pursuant to subsection (c)(ii) below), such portion shall include not less than two hundred and fifty thousand (250,000) shares of Eligible Common Stock (or such lesser number of such shares having a market valuation of at least $10 million 5,000,000 as of the date the Registration Demand is made, based on the Closing Price on such date). A Registration Demand shall specify the number of shares of Eligible Common Stock (or and, in the entire amount case of Registrable Securities then owned a Registration Demand by the Holders if Initial Holder, the estimated fair market value number of Warrants) that each such Holder proposes to sell in the offering. If no Shelf Registration Statement shall be effective as of the remaining Registrable date of the Registration Demand, the demanding Holders may elect to register such Eligible Securities is less than $10 millionin accordance with either Section 7.1(c)(i) or Section 7.1(d), provided, however, that there . If a Shelf Registration Statement shall be no more than five (5) Demand Registrations effective as of the date of the Registration Demand, then all demanding Holders shall be deemed to have elected to register their Eligible Securities pursuant to this AgreementSection 7.1(c)(ii). The Holders may make in the aggregate two (2) Registration Demands pursuant to Sections 7.1(c)(i) and 7.1(d) and four (4) Registration Demands per year pursuant to an existing Shelf Registration Statement pursuant to Section 7.1(c)(ii) for which the Company will pay and bear all costs and expenses in accordance with Section 8.3 and thereafter the Holders may make an unlimited number of Registration Demands for which such requesting Holders shall pay and bear all costs and expenses.

Demand Registration. (a) (i) Provided that Subject to the conditions of this Section 2.2, if the Company does not have shall receive a written request from the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group Holders of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten more than fifty percent (1050%) or more of the Registrable Securities issued and then outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to "INITIATING HOLDERS") that the Company (file a “Demand Notice”), to request the Company to register registration statement under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for covering the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant having an aggregate offering price to the provisions public in excess of $10,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3(a)(i2.2, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. Notwithstanding any provision herein to the contrary, (i) unless any Demand Registration does one hundred percent (100%) of the ZoneNetwork Registrable Securities held by each Holder of ZoneNetwork Registrable Securities, and each such Holder's permitted transferees or assignees, shall not become effective or is not maintained be included in effect the Registrable Securities then outstanding for the respective periods purposes of this Section 2.2(a) until the date six (6) months from the date of the Original Investors' Rights Agreement, and thereafter fifty percent (50%) of the ZoneNetwork Registrable Securities held by each Holder of ZoneNetwork Registrable Securities, and each such Holder's permitted transferees or assignees, shall not be included in the Registrable Securities then outstanding until the date twelve (12) months from the date of the Original Investors' Rights Agreement and (ii) one hundred percent (100%) of the Golf.xxx Xxxistrable Securities held by each Holder of Golf.xxx Xxxistrable Securities, and each such Holder's permitted transferees or assignees, shall not be included in the Registrable Securities then outstanding for the purposes of exercising the demand rights set forth in this Section 3(c)2.2(a) until the date six (6) months from the date hereof, in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten and thereafter fifty percent (1050%) or more of the Initial Outstanding AmountGolf.xxx Xxxistrable Securities held by each Holder of Golf.xxx Xxxistrable Securities, and each such Holder's permitted transferees or assignees, shall have the right to request the Company to register under and not be included in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)then outstanding for the purposes of exercising the demand rights set forth in this Section 2.2(a) until the date twelve (12) months from the date hereof; provided, however, provided that the estimated fair market value restrictions set forth in this sentence shall not be interpreted to limit the ability of the Registrable any Holder of Golf.xxx Xxxistrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations from exercising their rights pursuant to this AgreementSection 2.3 hereunder.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time on or after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent six (10%6) or more of the Registrable Securities issued and outstanding immediately months following the effective date of the Plan (the “Initial Outstanding Amount”)hereof, shall have the rightBuyer may, by written notice given to the Company Seller (a “"Demand Notice”"), to request the Company to demand that Seller register for sale under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Holder(s)Notes or Warrants will be converted or exercised prior to or upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee) in the amount and manner specified in the Demand Notice; providedPROVIDED, howeverHOWEVER, that (x) the estimated fair market value reasonably anticipated aggregate price of the Registrable Securities requested securities to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior offered to the time the Company public would exceed $500,000. Seller shall be obligated to register securities pursuant to this Section 6.2(b)(i) on two (2) occasions only; PROVIDED, HOWEVER, that if Seller is eligible a registrant then entitled to use file a registration statement on Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form)form thereto, Seller shall be obligated to register Buyer's securities on one (1) additional occasion if Buyer provides a Demand Notice requesting that its securities be registered on Form S-3 or any Holder or group of Holders holdingsuccessor form thereto; and PROVIDED, FURTHER, that any such obligation shall be deemed satisfied only when a registration statement covering all registrable securities specified in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, Demand Notice shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementbecome effective.

Demand Registration. (a) (i) Provided In addition to the rights provided in Section 2.1, the Majority Holders shall have the right to request in writing that the Company does register all or part of such Holders’ Registrable Securities that are not have the then registered by an effective Registration Statement filed (a “Request”) (which Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method of disposition thereof) by filing a Registration Statement with the SEC pursuant to Section 2 effective and usable to such Holder Rule 415 under the Securities Act on Form S-3 under the Securities Act (or group of Holders requesting a Demand Registration under this Section, at any time after in the date event that the Company becomes a registrant under the Exchange Actis ineligible to use such form, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to such other form as the Company (a “Demand Notice”), is eligible to request the Company to register use under and in accordance with the provisions of the Securities Act provided that such other form shall be converted into a Form S-3 promptly after Form S-3 becomes available to the Company) covering resales by the Holders as selling shareholders (not underwriters) of all or any such portion of the Registrable Securities designated by such Holder(s(a “Demand Registration”); provided, however, that (xA) if the estimated fair market value of Company is not eligible to register the Registrable Securities requested on Form S-3 under the Securities Act, the Company shall be obligated to register the Registrable Securities upon such election only if the Registrable Securities to be registered is equal to at least $10 million (registered, in the aggregate, constitute 10% or more of the entire amount of then-outstanding Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)that are not registered under an effective Registration Statement, and (yB) prior to the time if the Company is eligible to use register the Registrable Securities on Form S-3 for under the registration of Securities Act, the Company shall be obligated to register the Registrable Securities for resaleupon such election; provided, that (i) there shall not be more than one such Holder(s)request during each of the Company’s fiscal quarterly periods and (ii) the Registrable Securities to be registered must include at least 1,000,000 Common Shares, or, in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions have an anticipated offering price, net of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c)underwriting discounts and commissions, in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form)more than $5,000,000, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and calculated in accordance with the provisions of Rule 457(c) under the Securities Act all or any portion of on the Registrable Securities designated by business day preceding such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementRequest.

Demand Registration. (a) If the Company shall receive a request (ia “Registration Request”) Provided from an Investor Party (the “Requesting Investor”) that the Company does not have effect the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act of all or any portion of such Investor Party’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such Registration Request to each other Investor Party, and thereafter the Company shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of (each such registration shall be referred to herein as a “Demand Registration”): (i) all Registrable Securities for which the Requesting Investor has requested registration under this Section 4.01 and (ii) all other Registrable Securities that Investor Parties have requested the Company to register by request received by the Company within 10 Business Days after such holder receives the Company’s notice of the Demand Registration (all such Investor Parties together with the Requesting Investor, and any Investor Parties participating in a Piggyback Registration pursuant to Section 4.03, the “Registering Investors”), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities designated by such Holder(sso to be registered; provided that, (i) subject to Section 4.01(d); provided, howeverthe Company shall not be obligated to effect more than (i) two Demand Registrations in any calendar year, that other than Demand Registrations to be effected pursuant to a Registration Statement on Form S-3 (xor any successor thereto), for which an unlimited number of Demand Registrations shall be permitted and (ii) the estimated fair market value Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, included in such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective equals or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least exceeds $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement30,000,000.

Demand Registration. (a) At any time (i) Provided that after the ------------------- lock-up period established at the time of an initial public offering of securities of the Company does not have and for a period of one year thereafter, upon the Registration Statement filed pursuant to Section 2 effective written request of the GE Partnership (the "Exclusive Demand Right"), and usable to (ii) following the earlier of the expiration of such Holder one year period and the consummation of a registration of Registrable Securities following the Exclusive Demand Right, upon the written request of the GE Partnership, GDLP, GDLP II or group a Majority of Other Initiating Holders requesting (the GE Partnership, GDLP and GDLP II collectively and a Demand Registration under this SectionMajority of Other Initiating Holders, at any time after the date that each, an "Initiating Holder"), the Company becomes a registrant shall use its best efforts to effect the registration of all or part of such holder's Registrable Securities under the Exchange Act, any Holder or group Securities Act as described below. Such request shall state the intended method of Holders holding, in the aggregate, ten percent (10%) or more disposition by such holder of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by Company will promptly give written notice given of such requested registration to all holders of Registrable Securities and the Notes. The Company will use its best efforts to effect such registration of (i) the Registrable Securities which the Company (a “Demand Notice”), to request the Company has been so requested to register under and for disposition in accordance with the provisions intended method of disposition stated in such request, and (ii) all other Registrable Securities the Securities Act holders of which shall have, within 30 days after the receipt of such written notice from the Company, made written request (stating the intended method of disposition of such securities by such holders) to the Company for registration thereof, all or any portion to the extent required to permit the disposition (in accordance with the intended method thereof as aforesaid) by all such holders of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested so to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)registered; provided, however, that the estimated fair market value Company shall not be obligated to effect any such registration pursuant to this Section 5.1, (w) pursuant to a request by the GE Partnership at any time subsequent to (i) the third such registration made pursuant to a request by the GE Partnership following exercise by the GE Partnership of its Exclusive Demand Right or (ii) the Registrable Securities fourth such registration made pursuant to a request by the GE Partnership if the Exclusive Demand Right was not exercised by the GE Partnership or (x) pursuant to a request by GDLP or GDLP II at any time subsequent to the fourth such registration made pursuant to a request by GDLP or GDLP II collectively or (y) pursuant to a request of any Initiating Holder other than the GE Partnership or GDLP or GDLP II at any time subsequent to the second such registration made pursuant to a request by such Initiating Holder or (z) where all shares requested to be registered is included therein do not exceed in the aggregate, 5% of the fully diluted shares of Common Stock; provided, however that a demand right shall not be deemed to have been exercised pursuant to this Section 5.1 unless a registration statement shall have become effective with respect to at least $10 million (or the entire amount 85% of Registrable Securities then owned all shares requested to be included therein by the Holders if the estimated fair market value party requesting such demand and not have been interfered with by any order or requirement of the remaining Registrable Securities is less than $10 million)and Exchange Commission or any other governmental agency or any court. The Company, after consultation with the holders requesting any registration pursuant to this paragraph, shall select the underwriter or underwriters of recognized standing to be used in connection with any public offering of securities registered pursuant to this paragraph; provided, however, -------- ------- that there so long as the GE Partnership or FUCP shall be no more than five (hold any Registrable Securities, each shall have the right, in its sole discretion, to approve of any underwriter in which General Electric Company or First Union Corporation, as applicable, has a direct or indirect interest of 5) Demand Registrations pursuant to this Agreement% or more.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder If, on or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes Effectiveness Date there is no currently effective Shelf Registration Statement, then at any time thereafter, upon written notice (a registrant under the Exchange Act, any “Demand”) from a Holder or group of Holders holding, in the aggregate, ten percent (10%) or more holding at least 50% of the Registrable Securities issued (collectively, the “Demand Holder”) requesting that the Company effect the registration under the 1933 Act of any or all of the Registrable Securities held by the Demand Holder, which notice shall specify the amount and outstanding immediately following intended method or methods of disposition of such Registrable Securities, including pursuant to a shelf registration statement utilizing Rule 415 (a “Shelf Registration”), the effective Company shall, within five days after receiving the Demand, give written notice (the “Request Notice”) of such registration request to all other Holders, except if all the Registrable Securities are held by a single Holder, no Request Notice shall be required, and thereupon will, subject to the limitations set forth in Section 2.02(c), as promptly as possible (and in any event no later than 30 days after the date of the Plan (the “Initial Outstanding Amount”Demand), shall have file and use its reasonable best efforts to cause to be declared effective under the right1933 Act, a Registration Statement to effect the registration under the 1933 Act of (i) such Registrable Securities which the Company has been so requested to register by the Demand Holder under the Demand and (ii) the Registrable Securities which the Company has been requested to register by written notice given request to the Company by the Holders within ten days after the giving of the Request Notice (a “Demand Notice”which request shall specify the amount and intended method or methods of disposition of such Registrable Securities), all to request the Company extent necessary to register under and permit the disposition (in accordance with the provisions of the Securities Act all or any portion intended method(s) thereof as aforesaid) of the Registrable Securities designated by and such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested other securities so to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementregistered.

Demand Registration. (a) On or after the 18-month anniversary of the Closing Date, upon the written request of the holders of at least 40% of the then outstanding Registrable Securities held by the Investor Stockholders (ithe “Demand Party”) Provided requesting that the Company does not have effect the Registration Statement filed registration under the Securities Act of all or part of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, including without limitation, if requested on or after the 24-month anniversary of the Closing Date, pursuant to Section 2 effective a shelf registration statement utilizing Rule 415 of the Securities Act (or its successor provision), and usable thereupon will, as expeditiously as reasonably practicable, use its reasonable best efforts to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after effect the date that the Company becomes a registrant registration under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more Securities Act of the Registrable Securities issued which the Company has been so requested to register by the Demand Party; provided that in no event shall the Company be required to effect more than three (3) registrations pursuant to this Section 4.2; provided, further, that in no event shall the Company be obligated to prepare and outstanding immediately following file any such registration statement or any supplemental prospectus with respect to a sale of Registrable Securities that would not obtain a minimum sales price of $25 million; provided, further, that the Company shall not be obligated to file a registration statement under this Section 4.2 within a period of 90 days after the effective date of any other registration statement for which the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to Holders exercised their rights under Section 4.1 or for which the Company (a “Demand Notice”)filed pursuant to this Section 4.2; provided, to request the Company to register under and in accordance with the provisions of the Securities Act further, that if all or any portion of the Registrable Securities designated held by a Holder (together with those of its Affiliates) can be sold without restriction under SEC Rule 144(k), the Company shall not be required to effect any registrations for such Holder(sHolder pursuant to this Section 4.2 (but shall be required to maintain the effectiveness of any shelf registration statement as required by Section 4.3(b); provided, however, that (x) ). Nothing in this Section 4.2 shall limit the estimated fair market value right of any Holder to request the registration of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value issuable upon conversion of the remaining Registrable Securities is less than $10 million), and (y) prior to Subject Shares held by such Holder notwithstanding the fact that at the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under such Holder holds Series B Preferred Stock and in accordance with the provisions of the Securities Act all or any portion of not the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementSecurities.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time after the date that earlier of the first ------------------- anniversary of the Qualified Public Offering Date and the third anniversary of this agreement, and upon receipt of a written request (the "Demand Request") from Xxxxxx X. Xxxxxx (or his designee), Xxxxxx Xxxxxx (or her designee) or Xxxxxx Xxxxxx (or her designee) (each, a "Demand Rights Holder"), the Company becomes promptly shall file a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company registration statement to register under the 1933 Act for sale to the public all, and not fewer than all, the Shares (which may include Shares owned by the Demand Rights Holder's Family Group members) specified in the Demand Request and thereafter shall file such amendment or amendments to such registration statement as may be necessary to cause it to become effective (a "Demand Registration"). The Demand Request shall specify the plan of distribution of the Shares. If the plan of distribution involves an underwritten offering, the Demand Rights Holder shall be entitled to select a co-managing underwriter for the offering; however, if the Qualified Public Offering Date shall not have occurred prior to the third anniversary of this agreement, the underwriter so selected may, at the Demand Rights Holder's option, be the lead managing underwriter. The Company shall be obligated to effect a total of four Demand Registrations under this section 3.1; however, Xxxxxx Xxxxxx (or her designee) shall not be entitled to make more than one Demand Request hereunder; and notwithstanding anything to the contrary in this agreement, if, for any reason (other than the fault of a Family Shareholder), the registration fails to become effective and provide for the distribution of all the Shares specified in the Demand Request, or the effectiveness is not maintained for at least 60 days in accordance with section 3.4(e) or the provisions Company fails to perform its obligations under this section 3.1 with respect to that registration, that Demand Registration shall not reduce the number of Demand Registrations the Company was required to effect (or a Demand Rights Holder was entitled to request) under this section 3.1 prior to that Demand Registration. The Company's obligations under this section 3.1 shall terminate on the tenth anniversary of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)Qualified Public Offering Date, and (y) prior to the time the Company is eligible shall not be obligated to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to effect more than one Demand Registration per calendar year pursuant to the provisions in any period of this Section 3(a)(i) unless any 365 days or effect a Demand Registration does not become effective or is not maintained in effect for unless the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use amount of Form S-3 (or any successor form), any Holder or group of Holders holding, Shares specified in the aggregate, ten percent Demand Request (10%) or more when aggregated with the amount of the Initial Outstanding Amount, shall have the right to request the Company Shares that all other Demand Rights Holders elect to register under and in connection with such Demand Request) has a value (determined in accordance with the provisions section 2.2(a)) in excess of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement25,000,000.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, If at any time after prior to eight (8) years from the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (Closing, AER shall receive a written request from Purchaser who is then holding Shares, Conversion Shares, the “Initial Outstanding Amount”)Warrant and Warrant Shares representing at least 25% of the Common Stock issuable upon conversion of the Shares or exercise of the Warrant that AER file a registration statement under the Securities Act, shall have covering the rightregistration of at least $500,000 of shares of Common Stock owned by Purchaser or "affiliates" or "associates" thereof, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and as such terms are defined in accordance with the provisions of the Securities Act all (collectively the "Third Party Shareholders") to the extent such shares of Common Stock are not then freely tradable under the Securities Act. Purchaser and any Third Party Shareholder shall have ten (10) days in which to notify AER of its intention to join in the request to register its shares. Not later than ninety (90) days after receipt by AER of a written request for a demand registration pursuant to this Section 4(a), AER shall file a registration statement with the Commission relating to the shares as to which such request for a demand registration relates (the "Requested Shares") and AER shall use its best efforts to cause the registration statement (which may cover, without limitation, an offering on a delayed or any portion of continuous basis open for up to one hundred eighty (180) days pursuant to Commission Rule 415) for the Registrable Requested Shares to become effective under the Securities designated by such Holder(s); providedAct. AER shall be obligated to effect only three (3) registrations pursuant to this Section 4(a) for Purchaser and the Third Party Shareholders together, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders and only if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, proposed aggregate selling price in any such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered offering is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement500,000.

Demand Registration. (a) (i) Provided that If the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group shall be requested by holders of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more least 20% of the Registrable Securities issued and total number of outstanding immediately following the effective date Restricted Shares (assuming conversion of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given all shares of Convertible Preferred Stock) to the Company (effect a “Demand Notice”), to request the Company to register registration under and in accordance with the provisions of the Securities Act of all or any a portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value Restricted Shares with an aggregate Fair Market Value as of the Registrable Securities requested to be registered is date of such request equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders 25,000,000, or, if the estimated fair market value Restricted Shares have an aggregate Fair Market Value of less than $25,000,000, all of the remaining Registrable Securities is less than $10 million)Restricted Shares, and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with this Section, then the provisions Company shall promptly give written notice of such proposed registration to all holders of Restricted Shares and shall offer to include in such proposed registration any Restricted Shares requested to be included in such proposed registration by such holders who respond in writing to the Company's notice within 15 days after delivery of such notice (which response shall specify the number of Restricted Shares proposed to be included in such registration and the intended method of distribution, which may be pursuant to a shelf registration). If a registration pursuant to Section 7 hereof is available, the holders of Restricted Shares shall utilize such registration instead of making a request pursuant to this Section 5, unless the holders of Restricted Shares reasonably determine that it is advantageous to such holders of Restricted Shares to make a request under this Section 5. The Company shall promptly use its best efforts to effect such registration on an appropriate form under the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Restricted Shares which the Company has been so requested to register; provided, however, that the estimated fair market value of Company shall not be -------- ------- obligated to effect any registration under the Registrable Securities requested to be registered is at least $10 million (or Act except in accordance with the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement.following provisions:

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time after the date that fifth anniversary of this Agreement, if there has not been a Public Offering by such date, each of the Company becomes a registrant under the Exchange Act, any Holder or group Shareholders may make one (1) written request to KCI for registration of Holders holding, in the aggregate, ten at least thirty-three percent (1033%) or more of the Registrable Securities issued and outstanding immediately following the effective date shares of the Plan Common Stock then held by such Shareholder under Form S-3 (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under or such other appropriate or successor form if Form S-3 is not available) and in accordance with the provisions of Rule 415 promulgated under the Securities Act all or any portion (a "Demand Registration"). In addition to that right to request a Demand Registration, each Shareholder shall have the right to request an additional Demand Registration of at least thirty-three percent (33%) of the Registrable Securities designated shares of Common Stock then held by such Holder(s)Shareholder at any time after one (1) year, but before three (3) years, following the completion of a Public Offering. (b) A registration will not count as a Demand Registration unless the Shareholder is able to register and sell at least seventy-five percent (75%) of the shares requested to be included in such registration; provided, however, that if the Shareholder is able to register and sell less than such stated percentage, the Shareholder shall be entitled to invoke this provision to request a subsequent Demand Registration on only one additional occasion. (xc) the estimated fair market value KCI may include in any Demand Registration any of the Registrable Securities requested its securities to be registered for offering and sale on behalf of KCI. (d) If a Demand Registration is equal an underwritten registration and the managing underwriters advise KCI in writing that, in their opinion, the number of securities in such offering exceeds the number that can be sold in an orderly manner within a price range acceptable to at least $10 million the Shareholder and to KCI, then the number of such shares that the managing underwriters believe that may be sold in such offering shall be allocated first to the Shareholder's shares for inclusion in the registration statement, second to the shares of any Piggyback Shareholder (or as defined in Section 5.02(a)), then to the entire amount of Registrable Securities then owned KCI shares. (e) If a Demand Registration is an underwritten offering, the investment bankers and managers for the offering will be selected by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)Shareholder, and (y) prior subject to the time approval of KCI, which will not be unreasonably withheld. (f) KCI shall pay the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth expenses described in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible 5.06 for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations registration pursuant to this Agreement.Section 5.01. 5.02

Demand Registration. (a) (i) Provided Request for Registration on Form Other than Form S-3. Subject to the terms of this Agreement, in the event that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, shall receive from Initiating Holder(s) at any time after the earlier of (i) September 13, 2000, or (ii) three (3) months after the effective date of a Qualified Public Offering (provided that, if so required in writing by the underwriter(s) of the Qualified Public Offering, such three-month period may be extended to a period not to exceed the greater of (I) the length of the lock-up period imposed on members of senior management of the Company in connection with the Qualified Public Offering and (II) six (6) months, provided further that if such three-month period is so extended, the Company shall use its reasonable best efforts to arrange for the Registration provided for in this Section 2.1(a) to be effective at or before the end of such extended period), a written request that the Company becomes effect a registrant under the Exchange Act, any Holder Registration with respect to all or group of Holders holding, in the aggregate, ten percent (10%) or more a part of the Registrable Securities issued and outstanding immediately following of such Initiating Holder(s) on a form other than Form S-3 for an offering of (x) in the effective date case of a request delivered by Initiating Holder(s), other than a Significant Holder of at least twenty-five percent (25%) of the Plan then outstanding Series E Registrable Securities, at least twenty-five percent (25%) of the “Initial Outstanding Amount”)then outstanding Series F Registrable Securities or at least twenty-five percent (25%) of the then outstanding Series G Registrable Securities, or (y) in the case of a request from an Initiating Holder who is a single Significant Holder, at least fifty percent (50%) of the then outstanding Registrable Securities represented by Convertible Securities owned by such Significant Holder, the Company shall have the right, by (A) promptly give written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act proposed Registration to all or any portion other Holders and (B) as soon as practicable, use its best efforts to effect Registration of the Registrable Securities designated by specified in such Holder(s); provided, however, that (x) the estimated fair market value request of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Initiating Holder(s), together with any Registrable Securities of any Holder joining in such request as are specified in a written request given within twenty (20) business days after written notice from the Company. The Company shall not be obligated to take any action to effect any such Registration pursuant to this Section 2.1(a) (i) except as provided above, within the three (3) to six (6) months period referred to in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions first sentence of this Section 3(a)(i2.1(a) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s(ii) will be entitled to an additional Demand Registration pursuant hereto. Following the time that after the Company becomes eligible for use of Form S-3 has effected two (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%2) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementSection 2.1(a) in which the Company has not Registered securities for its own account and such Registrations have been declared effective. If the number of Registrable Securities proposed to be Registered by the Initiating Holder(s) is reduced pursuant to Section 2.1(e)(iii), such Registration shall not count toward the limit of two (2) Registrations referred to in the preceding sentence.

Demand Registration. (a) (i) Provided that If the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Sectionshall receive, at any time after the date that of this Agreement, a written request (a "Demand") from the Company becomes a registrant under the Exchange Act, any Holder or group Holders of Holders holding, in the aggregate, ten percent (10%) or more at least 25% of the Registrable Securities issued and then outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to that the Company file a registration statement (a “Demand Notice”), to request other than on Form S-3) under the Company to register under and in accordance with Act covering the provisions registration of the Securities Act all or any portion at least 25% of the Registrable Securities designated by then outstanding, then the Company shall give written notice of such Holder(s); providedrequest (the "Notice of Demand") to all Holders and shall, howeversubject to the limitations set forth below, that (x) use its best efforts to effect as soon as practicable the estimated fair market value registration under the Act of the all Registrable Securities requested that the Holders request to be registered is equal to at least $10 million in (a) the Demand or (b) a written request given within twenty (20) days of the entire amount mailing of Registrable Securities then owned the Notice of Demand by the Holders Company. Notwithstanding the foregoing, if the estimated fair market value Company shall furnish to Holders requesting a registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer or other responsible officer of the remaining Registrable Securities is less than $10 million)Company stating that in the good faith judgment of the Board of Directors of the Company, and (y) prior including a majority of the directors designated by Purchasers, it would be seriously detrimental to the time the Company is eligible to use Form S-3 and its shareholders for the such registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 statement (or any successor formamendment thereto) to be filed and it is therefore essential to defer the filing of such registration statement (or any amendment thereto), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, Company shall have the right to request the Company to register under and in accordance with the provisions defer such filing for a period of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)not more than ninety (90) additional days; provided, however, that the estimated fair market value Company shall only be able to defer any Demand one (1) time in any 24-month period. In addition, the Company shall not be required to file a registration statement pursuant to this Section 2 if (a) if the Holders, together with the Holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities requested and such other securities (if any) at an aggregate price to be registered is at least $10 million (or the entire amount public of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)300,000 or (b) if the Company has, providedwithin 180 days preceding the date of such request, however, that there shall be no more than five (5) Demand Registrations already effected a registration for the Holders pursuant to this AgreementSection 2. The Company is obligated to effect only three registrations pursuant to this Section 2.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to constitute at least $10 million ten percent (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value 10%) of the remaining Registrable Securities is less than $10 million)Initial Outstanding Amount, and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one three (3) Demand Registration per calendar year Registrations pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value such Registrable Securities represent at least ten percent (10%) of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)Initial Outstanding Amount, provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time commencing one (1) year and expiring five (5) years after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan Company's Registration Statement relating to the Public Offering (the “Initial Outstanding Amount”"Effective Date"), the Holders of the Warrants and the Warrant Shares representing at least a Majority (as hereinafter defined) of such securities shall have the right, exercisable by written notice given to the Company, to have the Company prepare and file with the Securities and Exchange Commission (a “Demand Notice”the "Commission"), on one (1) occasion, a registration statement on Form X-0, XX-0 (or other appropriate form, including, without limitation, a post-effective amendment to request the Company's Registration Statement) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Holders, in order to register under and in accordance comply with the provisions of the Securities Act 1933 Act, so as to permit a public offering and sale, for a period of nine (9) months, of the Warrant Shares by such Holders and any other Holders of the Warrants and/or Warrant Shares who notify the Company within fifteen (15) business days after receipt of the notice described in the succeeding sentence. The Company covenants and agrees to give written notice of any registration request under this Section 7(b) by any Holder(s) to all other registered Holders of the Warrants and the Warrant Shares within ten (10) days from the date of the receipt of any such registration request. For purposes of this Agreement, the term "Majority" in reference to the Holders of the Warrants or Warrant Shares, shall mean in excess of fifty percent (50%) of the then outstanding Warrants or Warrant Shares that (i) are not held by the Company, an affiliate, officer, director, employee or agent thereof or any portion of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the 1933 Act. The Holders of the Registrable Securities designated by such Holder(s); provided, however, that (x) Warrants may demand registration without exercising the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)Warrants, and (y) prior shall never be required to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementexercise same.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant Subject to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section10 hereof, if, at any time after or from time to time following the Eligibility Date (but in no event prior to six (6) months from the effective date of any registration of the Company’s securities in connection with an Initial Offering), the Company shall receive a written request (specifying that it is being made pursuant to this Section 2) from either (i) the Holders who hold at least twenty-five percent (25%) of the Registrable Securities, (ii) Holders who hold at least forty percent (40%) of the Series C Preferred Stock (or shares of Common Stock issued or issuable upon conversion thereof) or (iii) Holders who hold at least forty percent (40%) of the Series D Preferred Stock (or shares of Common Stock issued or issuable upon conversion thereof) that the Company becomes effect a registrant registration statement under the Exchange Act, any Holder or group Act covering the registration for offer and sale of Holders holding, in the aggregate, ten percent (10%) or more at least 25% of the Registrable Securities issued held by such Holders (or a lesser percentage if the aggregate offering price, net of underwriting discounts and outstanding immediately following commissions, would exceed $10,000,000), then the effective date Company shall use its best efforts to effect as soon as practicable, and in any event within ninety (90) days of the Plan receipt of such request, the registration under the Act of all Registrable Securities that the initiating Holders request to be registered, together with all Registrable Securities of any other Holder or Holders joining in such request pursuant to this Section 2. The Company shall promptly notify in writing all other Holders of such request for demand registration. Within twenty (20) calendar days after such notice has been made by the “Initial Outstanding Amount”)Company, shall have the right, by any other Holder may give written notice given to the Company (a “Demand Notice”)of its intent to include its Registrable Securities in the registration, which notice shall specify the number of shares to be included. The Holders may, if they so desire, individually or collectively condition their request or participation on price or other market terms being available at the time of registration. Notwithstanding the foregoing, the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or delay any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested registration to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations undertaken pursuant to this AgreementSection 2 for one time, but not more than one time, not to exceed one hundred and twenty (120) consecutive days, provided that the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, such registration and offering would materially adversely affect the Company, and provided further that the Company shall immediately cease such delay in the event the condition causing the deferral of the registration and offering is no longer pending.

Demand Registration. (a) Commencing 30 days following the Effective Date, any Holder of Registrable Securities may make a written request substantially in the form of Annex A hereto for registration under the Securities Act of all or part of its or their Registrable Securities (a "Demand Registration"); provided that the Issuer shall not be obligated to effect (i) Provided that any Demand Registration, except for the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a first Demand Registration under this Sectionhereunder, at any time after unless the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair aggregate market value of the Registrable Securities requested to be registered covered by such written requests (calculated as of a recent date as determined by the Issuer) is equal to at least $10 million 50,000,000; provided that in the case of a Demand Registration which may only be requested by Angelo Gordon, Bank of America or Naugatuck (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair as provided in clause (xxx) xxxxx) xhe aggregate market value of the remaining Registrable Securities covered by such written requests (calculated as of a recent date as determined by the Issuer) is less at least $25,000,000, (ii) more than $10 millionone Demand Registration in any 6-month period, (iii) more than five Demand Registrations in total (of which, one such Demand Registration may only be requested by Angelo Gordon, one such Demand Registration may only be requested by Xxxx xx Xxxxica and one such Demand Registration may only be requested by Naugatuck), (iv) any Demand Registration within 3 months of a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 2.3 and in which there was no reduction in the number of Registrable Securities requested to be included or (yv) prior any Demand Registration at a time when doing so would be in violation of Section 5.3(b) of the Common Registration Rights Agreement. Each such request will specify the number of Registrable Securities proposed to be sold and will also specify the time intended method of disposition thereof and may specify the Company is eligible book-running managing Underwriter and any additional investment bankers and managers to use Form S-3 be used in connection with an underwritten offering. Promptly after receipt of requests for the registration of Registrable Securities with an aggregate market value of at least $50,000,000 (or $25,000,000 for resalea Demand Registration which may only be requested by Angelo Gordon, such Holder(sBank of America or Naugatuck, as provided in clause (xxx) xxxxx), in the aggregateeach case, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holdingdetermined as aforesaid or, in the aggregate, ten percent (10%) or more case of the Initial Outstanding Amountfirst Demand Registration hereunder, shall have promptly after the right receipt of a request for the registration of Registrable Securities, the Issuer will give written notice of such registration request to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion other Holders of the Registrable Securities designated by and include in such Holder(s); providedregistration all such Registrable Securities with respect to which the Issuer has received a written request for inclusion therein within 30 calendar days after written notice has been mailed. Each such request will also specify the number of Registrable Securities to be registered and the intended method of disposition thereof. The registration statement to be filed pursuant to a Demand Registration shall not include securities being sold for the account of other persons and entities (other than securities being sold for the account of other persons and entities pursuant to the piggy-back registration rights provisions of the Common Registration Rights Agreement) or for the account of the Issuer, however, that unless the estimated fair market value Holders of a majority of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) included in such Demand Registrations pursuant to this AgreementRegistration consent in writing thereto.

Demand Registration. (a) (i) Provided that 2.1 Registration Other Than on Form F-3 or Form S-3. Subject to the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group terms of Holders requesting a Demand Registration under this SectionAgreement, at any time or from time to time after the earlier of (i) the fourth (4th) anniversary of the Effective Date or (ii) the date that is twelve (12) months after the Company becomes a registrant under closing of the Exchange ActIPO, any Holder or group of Holders holding, in the aggregate, ten holding fifty percent (1050%) or more of the voting power of the then outstanding Registrable Securities issued and outstanding immediately following held by all Holders may request in writing that the effective date Company effect a Registration of Registrable Securities (A) representing at least twenty percent (20%) of the Plan then outstanding Registrable Securities held by such Holders, or (B) having an anticipated aggregate offering price, net of underwriting discounts and commissions, in excess of $5,000,000, on any internationally recognized exchange that is reasonably acceptable to such requesting Holders. Upon receipt of such a request, the “Initial Outstanding Amount”), Company shall have the right, by (x) promptly give written notice given of the proposed Registration to all other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Company undertakes its IPO. The Company shall be obligated to consummate no more than two (a “Demand Notice”), 2) Registrations pursuant to request this Section 2.1 that have been declared and ordered effective; provided that if the Company to register under and Registrable Securities included in accordance with the provisions of the Securities Act all or any portion Registration are less than fifty percent (50%) of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested sought to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), included in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementSection 2.1 for any reason other than solely due to the action or inaction of the Holders including Registrable Securities in such Registration (including, without limitation, due to exclusion in an underwritten offering under Section 2.4), such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1.

Demand Registration. In addition to the Shelf Registration referred to in Section 4(b) hereof, the Holders of at least thirty-three (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (1033%) or more of the Registrable Securities issued then outstanding may elect to require the Corporation to effect, at the Corporation's sole cost and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”)expense, shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resaleunder this Section 4(d) (the "Holders' Demand Request"): (i) If the Corporation receives the Holders' Demand Request that the Corporation file a registration statement on Form S-1 or S-3 (or similar successor forms) under the Securities Act covering the registration of the Registrable Securities, then the Corporation shall, within ten (10) business days after the receipt thereof, give written notice of such Holder(srequest to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered and included in such registration, subject only to the limitations of this Section 4(d). (ii) If the Holders initiating the registration request under this Section 4(d) ("Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation as a part of their request made pursuant to this Section 4(d) and the Corporation shall include such information in the aggregatewritten notice referred to in Section 4(d)(i) hereof. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. (iii) The Corporation is obligated to effect only one (1) such registration unless the Shelf Registration Statement referred to in Section 4(b) is not declared, or if declared, does not remain effective then the Corporation shall be entitled obligated to effect two (2) such registrations one Demand Registration per calendar year of which shall be exercisable by the holders of Series B-1 Preferred Stock and one which shall be exercisable by the holders of Series C Preferred Stock, each of which shall be pursuant to the provisions terms of this Section 3(a)(i4(d) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth above. (iv) All expenses incurred in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance connection with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations a demand registration effected pursuant to this Agreement.Section 4(d), including without limitation all federal and "blue sky" registration and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Corporation, and of one counsel for the participating Holders together (the "Registration Expenses") shall be borne by the Corporation. (e)

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time after July 1, 1999, upon written request (a "Registration Request") of holders of a majority of the date that Purchased Shares then subject to the registration rights provided for in this Section 10(a) (who for purposes of this Section 10 shall be referred to collectively as the "Purchaser"), the Company becomes hereby agrees to file with the Securities and Exchange Commission (the "SEC"), as soon as practicable thereafter but not later than 30 days after receipt of such request, a registrant under registration statement on Form S-3 or its successor form (the Exchange Act"Form S-3 Registration Statement"), any Holder or group registering the Purchased Shares then outstanding for resale by the Purchaser. Upon receipt of Holders holdingthe Registration Request, the Company will give notice to all other holders of Purchased Shares then subject to the registration rights provided for in this Section 10(a) of the Registration Request (other than those making such request) (the "Other Purchasers"), and offer to include in the aggregateForm S-3 Registration Statement Purchased Shares (subject to the registration rights provided for in this Section 10) then held by the Other Purchasers, ten percent (10%) or more of and will include all such shares held by the Registrable Securities issued and outstanding immediately following Other Purchasers in the effective date of the Plan (the “Initial Outstanding Amount”), shall have the rightForm S-3 Registration Statement which such Other Purchasers elect, by a written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions within 15 days of their receipt of the Securities Act all or any portion Company's notice. The Company will furnish the Purchaser with copies of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) Form S-3 Registration Statement prior to the time filing of the same. The Company will use its reasonable efforts to have such Form S-3 Registration Statement declared effective promptly by the SEC. The Company shall keep such Form S-3 Registration Statement effective for the period necessary for the Purchaser to complete the public resale or other disposition or distribution of the Purchased Shares or, if earlier, the date when all of the Purchased Shares are eligible for sale in one 3-month period under Rule 144 under the Securities Act. If in the good faith judgment of the Board of Directors of the Company is eligible to (as evidenced by an appropriately adopted resolution), the filing, effectiveness or continued use of the Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only Registration Statement would be entitled to one Demand Registration per calendar year pursuant materially detrimental to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c)Company and its shareholders, in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that then the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request defer such filing or effectiveness, and may suspend the Purchaser's right to sell Common Stock under the Form S-3 Registration Statement, for the period during which such filing, effectiveness or use would be materially detrimental to the Company, provided that such deferral or suspension shall be for a period of not more than sixty (60) days and the Company shall not make such a deferral or suspension more than once in any twelve month period, and, further provided, that during such deferral or suspension the Company shall not file a registration statement for securities to register under be issued and in accordance with sold for its own account or for the provisions account of any other security holder of the Securities Act all Company, or any portion both. The Company shall have the right to defer the filing of the Registrable Securities designated by such Holder(s); providedForm S-3 Registration Statement for a period of 180 days after the effective date of a registration statement, however, that the estimated fair market value preparation of which the Company initiated at the time of the Registrable Securities requested Purchaser's request for registration. The Company shall not be required to file the Form S-3 Registration Statement on a date when the inclusion in such Form S-3 Registration Statement of financial statements of the Company, other than the historical financial statements of the Company required to be registered is at least $10 million (or contained in the entire amount most recently required reports of Registrable Securities then owned the Company on SEC Forms 10-K and 10-Q and the required reports on SEC Form 8-K since the end of the fiscal year covered by the Holders if most recently required report on Form 10-K, would be required under the estimated fair market value General Rules and Regulations of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementSEC.

Demand Registration. Commencing upon the consummation of an IPO (abut not within the period covered by a lock-up agreement (the "Lock-Up Agreement") (i) Provided that in such form and containing such terms as shall be required by any underwriter in connection with any public offering of securities of the Company), if on any occasion one or more holders of Registrable Shares shall notify the Company does not in writing that it or they intend to offer or cause to be offered for public sale Registrable shares having an anticipated aggregate offering price of at least $4 million, the Company will so notify all holders of Registrable Shares, including all holders who have the Registration Statement filed pursuant a right to Section 2 effective and usable to such Holder or group acquire Registrable Shares. Upon written request of Holders requesting a Demand Registration under this Section, at any time holder given within twenty (20) days after the date that receipt by such holder from the Company becomes a registrant under of such notification, the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more Company will use its best efforts to cause such of the Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under the Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given Act in an underwritten offering with an underwriter reasonably acceptable to the Company as expeditiously as possible. The Company shall not be required to effect more than one (a “Demand Notice”)1) registration pursuant to this Section 10.2, to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the Company shall not be required to register any shares under this Section 10.2 or Section 10.3 below, if, and only to the extent, a Purchaser could dispose of such shares, at the time of such demand, under Rule 144. If the Company determines to include shares to be sold by it or by other selling shareholders in any registration request pursuant to this Section 10.2, such registration shall be deemed to have been a "piggy back" registration under Section 10.1, and not a "demand" registration under this Section 10.2 if the holders of Registrable Shares are unable to include in any such registration statement at least seventy-five percent (x75%) the estimated fair market value of the Registrable Securities Shares initially requested for inclusion in such registration statement. The holders of Registrable Shares to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year a registered public offering pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, 10.2 shall have the right to request select the managing underwriter(s) for such offering. If, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obliged to register under and include in accordance with the provisions of the Securities Act all or any such registration statement only such limited portion of the Registrable Securities designated by Shares with respect to which such Holder(s)holder has requested inclusion hereunder; provided, however, that the estimated fair market value Company shall not so exclude any Registrable Shares unless it has first excluded any securities to be offered and sold by 18 19 officers and employees of the Registrable Securities requested Company or by holders who do not have contractual rights to be registered is at least $10 million (include such securities in such registration prior to or pari passu with the entire amount holders of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementShares.

Demand Registration. (a) Subject to the terms and conditions of this Agreement (i) Provided that the Company does not have the Registration Statement filed pursuant to including Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section1.2(c)), at any time on or after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more second anniversary of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”)Closing Date, shall have the right, by upon written notice given to the Company (a “Demand Notice”) delivered by (i) Holders beneficially owning not less than ten percent of the then outstanding shares of Common Stock in the aggregate or (ii) a Holder that, together with its Affiliates, is both a Ten Percent Holder as of the date of this Agreement and could reasonably be considered an “Affiliate” (disregarding the proviso in the first sentence of the definition thereof) of the Company as of the date of such Demand Notice (an “Affiliated Holder”), which for the avoidance of doubt shall include any Holder with respect to request which there is a director serving on the board of directors of the Company (the “Board”) who was appointed by, or is otherwise employed by or affiliated with, such Holder or its Affiliates (each of the foregoing being referred to as the “Initiating Holders”) at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of any or all of the Registrable Securities held by such Holders, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate registration statement (the “Demand Registration Statement”) and use reasonable best efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register under by the Initiating Holders in the Demand Notice, and (B) all other Registrable Securities which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within ten Business Days after the giving of such written notice by the Company, in each case subject to Section 1.2(e), all to the extent required to permit the disposition (in accordance with the provisions intended methods of the Securities Act all or any portion disposition) of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementso registered.

Demand Registration. (a) (i) Provided that Subject to the Company does not have the Registration Statement filed pursuant to Section 2 effective terms and usable to such Holder or group conditions of Holders requesting a Demand Registration under this SectionAgreement, at any time and from time to time after the date that is 90 days after the Company becomes a registrant under the Exchange Actdate hereof, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by upon written notice given to the Company (a “Demand Notice”), to request ) delivered by one or more Qualified Holders requesting that the Company to register effect the registration (a “Demand Registration”) under and in accordance with the provisions of the Securities Act all (other than pursuant to a registration statement on Form S-4 or Form S-8 or any portion similar or successor form under the Securities Act) of any or all of the Registrable Securities designated held by such Qualified Holder(s); provided, however, that (x) the estimated fair market value which offering is expected to yield aggregate gross proceeds of the Registrable Securities requested to be registered is equal to at least $10 25 million (or the entire amount of Registrable Securities then owned by the Holders or, if the estimated fair market value expected gross proceeds of the sale of all remaining Registrable Securities is less than $10 25 million, then such registration shall include all remaining Registrable Securities, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (yii) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance has otherwise complied with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations its obligations pursuant to this Agreement.

Demand Registration. (a) (i) Provided At any time, upon the written request the holders of at least 20% of the Term B Notes and Term B Share Equivalents on an as converted basis or the holders of the Term B Notes with a face value of at least $1,000,000 (such holders and their Affiliates holding Term B Notes or Share Equivalents, the "Lender Initiating Holders"), the Company shall use its best efforts to effect the registration of all or part of such Lender Initiating Holders' Registrable Securities under the Securities Act as described below; PROVIDED, that each request of the Lender Initiating Holders shall cover 20% or more of the Term B Notes and Term B Share Equivalents on as converted basis. Such request shall state the intended method of disposition by such Holder of the Registrable Securities and the Company will promptly give written notice of such requested registration to all Holders of the Registrable Securities. The Company will use its best efforts to effect such registration of (A) the Registrable Securities which the Company has been so requested to register for disposition in accordance with the intended method of disposition stated in such request and (B) except as set forth in the next succeeding sentence, all other Registrable Securities the Holders of which shall have, within 30 days after the receipt of such written notice from the Company, made written request (stating the intended method of disposition of such securities by such Holders) to the Company for registration thereof, all to the extent required to permit the disposition (in accordance with the intended method thereof as aforesaid) by all such Holders of the Registrable Securities so to be registered; PROVIDED, HOWEVER, that the Lender Initiating Holders shall not be deemed to have made a demand request unless a registration statement shall have become effective with respect to 100% of the shares requested to be included therein by the Lender Initiating Holders; PROVIDED, FURTHER, HOWEVER, that the Company does shall not have the Registration Statement filed be required to effect any registration pursuant to this Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, 2.01 at any time after the date that the Company becomes a registrant under the Exchange Act, second such registration which shall not have been interfered with by any Holder order or group of Holders holding, in the aggregate, ten percent (10%) or more requirement of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”)Commission or any other governmental agency or any court. The Company, shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance after consultation with the provisions of the Securities Act all or Lender Initiating Holders requesting any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementparagraph, shall select the underwriter or underwriters of recognized standing to be used in connection with any public offering of securities registered pursuant to this paragraph.

Demand Registration. (a) (i) Provided Following the five (5) month anniversary of the consummation of the Transactions (provided, that to the Company does not have extent any such Demand Notice is made prior to the six (6) month anniversary of the consummation of the Transactions, the Registration Statement filed pursuant to Section 2 shall not be declared effective and usable prior to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Actsix (6) month anniversary), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more other than any member of the Registrable Securities issued Xxxx Group), on behalf of itself and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”)its Affiliates, shall have the option and right, exercisable by delivering a written notice given to the Company substantially in the form attached hereto as Exhibit A (a “Demand Notice”), to request require the Company to, pursuant to register under the terms of and subject to the limitations contained in accordance this Agreement, prepare and file with the provisions Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities Act all on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or any portion 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 and the intended methods of disposition thereof. Subject to the proviso at the end of this sentence, the Company shall not be required to effectuate a Demand Registration unless the dollar amount of the Registrable Securities designated by such Holder(s)of the Initiating Holder to be included therein is reasonably likely to result in gross sale proceeds (without regard to any underwriting discount or commission) of at least twenty million dollars ($20,000,000) based on the VWAP (the “Minimum Amount”) as of the date of the Demand Notice; provided, however, that (x) the estimated fair market value foregoing restriction shall not apply to a Demand Registration requested by the Lanai Holder to the extent the Lanai Holder is required to sell all or a portion of the its Registrable Securities requested as a result of regulations to be registered is equal to at least $10 million (or which the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Lanai Holder or group of Holders holding, in the aggregate, ten percent (10%) its Affiliate is subject or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementother applicable law.

Demand Registration. (a) (i) Provided that Subject to the Company does not have the Registration Statement filed pursuant to Section 2 effective terms and usable to such Holder or group conditions of Holders requesting a Demand Registration under this SectionAgreement, at any time and from time to time after the date that filing of an Initial Registration or 180 days after the Company becomes a registrant under the Exchange Actconsummation of an initial Public Offering, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by upon written notice given to the Company (a “Demand Notice”), to request ) delivered by a Qualified Holder requesting that the Company to register effect the registration (a “Demand Registration”) under and in accordance with the provisions of the Securities Act all (other than pursuant to a registration statement on Form S-4 or Form S-8 or any portion similar or successor form under the Securities Act) of any or all of the Registrable Securities designated held by such Holder(s); provided, however, that (x) the estimated fair market value Qualified Holder which offering is expected to yield aggregate gross proceeds of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 40 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resaleshall promptly (but in any event, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more later than five (5) Business Days following the Company’s receipt of such Demand Registrations Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within ten (10) Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(c)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(c) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(b) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(b), and (ii) has otherwise complied with its obligations pursuant to this Agreement.

Demand Registration. (a) If, (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after August 11, 2000, or (ii) prior to August 11, 2000 in the date that event of a CHANGE OF CONTROL or INSOLVENCY PROCEEDINGS as those terms are defined in the Purchase Agreement, the Purchaser shall request the Company becomes a registrant in writing to register under the Exchange ActSecurities Act of 1933, as amended (the "SECURITIES ACT"), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more shares of the Registrable Common Stock, no par value, of the Company (the "COMMON STOCK") issuable upon conversion of the Series A Non-Voting Convertible Preferred Stock, no par value (the "PREFERRED STOCK") and, if required by the Securities issued and outstanding immediately following Exchange Commission (the "SEC"), the shares of Preferred Stock owned by the Purchaser (the shares of Common Stock and, if applicable, Preferred Stock subject to such request being herein referred to as the "SUBJECT STOCK"), the Company shall use its reasonable best efforts to cause the shares of Subject Stock specified in such request to be registered as soon as reasonably practicable so as to permit the sale thereof, and in connection therewith shall prepare and file a Form S-3 registration statement or such other form as is then available (or any successor form of registration statement to such Form S-3 or other available registration statement) with the SEC under the Securities Act to effect such registration; PROVIDED, HOWEVER, that each such request shall (i) specify the number of shares of Subject Stock intended to be offered and sold, (ii) express the present intention of the Purchaser to offer or cause the offering of such shares of Subject Stock for distribution, (iii) describe the nature or method of the proposed offer and sale thereof, and (iv) contain the undertaking of the Purchaser to provide all such information and materials and take all such action as may be required in order to permit the Company to comply with all applicable requirements of the SEC and to obtain any desired acceleration of the effective date of the Plan (the “Initial Outstanding Amount”), such registration statement. The Purchaser shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only not be entitled to request more than one Demand Registration per calendar year pursuant to demand registration statement under this Agreement in any 12-month period, and the provisions of this Section 3(a)(i) unless any Demand Registration does Purchaser shall not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration more than a total of two requests for demand registration statements pursuant heretoto this Agreement. Following the time that the The Company becomes eligible for use of Form S-3 (or agrees not to grant to any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall other person registration rights pursuant to which such person would have the right to request register shares of Common Stock on a registration statement filed by the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to the exercise of Purchaser's rights under this Agreement.

Demand Registration. (a) (i) Provided that If the Company does not have shall receive from Coyote I or Coyote II a written request to register shares of Registrable Securities, which request may include an initial public offering of the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this SectionCompany's securities, at any time after the date that the Company becomes shall prepare and file a registrant registration statement under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of covering the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities shares so requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)registered, and (y) prior shall use its best efforts to the time the Company is eligible cause as expeditiously as possible such registration statement to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)effective; provided, however, that the estimated fair market value shares of Common Stock for which registration has -------- -------- been requested shall constitute not less than 5% of all of the Registrable Securities requested to be registered is at least $10 million Coyote Shares (or the entire amount of Registrable Securities then owned by the Holders any lesser percentage if the estimated fair market value reasonably anticipated aggregate price to the public of the remaining Registrable Securities is less than such public offering, including, without limitation, an initial public offering, would exceed $10 million), ; provided, howeverfurther, that if the amount of -------- -------- Common Stock for which registration has been requested constitutes less than 5% of all of the Coyote Shares and such amount represents all Registrable Shares, the foregoing limitation shall not apply. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within 90 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Common Stock shall have been entitled to join pursuant to Sections 3 or 4 of this Agreement and in which there shall have been effectively registered all shares of Common Stock as to which registration shall have been requested. Except as set forth above, there shall be no more than five (5) Demand Registrations limit to the number of registrations that may be requested pursuant to this AgreementSection 2; provided, -------- however, that the Company shall be obligated to register the Common Stock ------- pursuant to this Section 2 on no more than one occasion during any six-month period.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), HEI shall have the right, on not more than four occasions in the aggregate, and no more frequently than once during any six-month period, and (ii) the Minority Stockholders as a group shall have the right (though such right need not be jointly exercised by written notice given to the Company (a “Demand Notice”Minority Stockholders), on not more than two occasions in the aggregate (it being understood and agreed that two or more Minority Stockholders may make joint Demands hereunder or any Minority Stockholder may join in a Demand made by any other Minority Stockholder, and any such joint Demand or joining in of a Demand shall be deemed to request be a single Demand for all purposes hereof), and no more frequently than once during any six- month period, to require the Company to register for offer and sale under and in accordance with the provisions of the Securities Act (a "Demand") all or any a portion of the Registrable Securities designated held by such Holder(sStockholder, subject to the restrictions set forth herein; provided that no Stockholder shall be entitled to make a Demand hereunder unless the Registrable Securities subject to such Demand represent at least 7% of the aggregate shares of Company Common Stock then issued and outstanding. As promptly as practicable after the Company receives from a Stockholder (the "Demanding Stockholder") a notice pursuant to this Section 4.1(a) (a "Demand Notice"), a copy of which shall have also been delivered to each other Minority Stockholder at the same time as to the Company, demanding that the Company register for offer and sale under the Securities Act Registrable Securities, subject to Section 4.1(b), the Company shall (i) use all reasonable efforts to file as promptly as reasonably practicable with the Commission a Registration Statement relating to the offer and sale of the Applicable Securities on such form as the Company may reasonably deem appropriate (provided that the Company shall not, unless the Company otherwise determines, be obligated to register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis) and, thereafter, (ii) after the filing of an initial version of the Registration Statement, use reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the date of filing of such Registration Statement; provided, however, that (x) the estimated fair market value of the Registrable Securities requested no Demanding Stockholder shall be entitled to be registered is equal named as a selling securityholder in the Registration Statement or to at least $10 million (or use the entire amount Prospectus forming a part thereof for resales of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 millionunless such Demanding Stockholder has made an Election. Subject to Section 4.1(b), and (y) prior to the time the Company is eligible shall use reasonable efforts to use Form S-3 keep each Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by such Demanding Stockholder for the registration resales of Registrable Securities for resale, an Effectiveness Period ending on the earlier of (i) 30 days from the Effective Time of such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions Statement and (ii) such time as all of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use such securities have been disposed of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementselling securityholders.

Demand Registration. (a) If at any time following the earlier of: (i) Provided the six month anniversary of a Listing Event (as hereinafter defined); (ii) a Change in Control (as hereinafter defined); or (iii) the fourteen (14) month anniversary of the date of this Agreement provided that neither a Listing Event nor a Change in Control has occurred, the Company does shall receive a written request from Eligible Holders who in the aggregate own at least 50% of the total number of shares of Common Stock then included in the Registrable Securities (the "Majority Holders"), to register the sale of all or part of such Registrable Securities, the Company shall, as promptly as practicable, and in any event not have the Registration Statement filed pursuant to Section 2 effective and usable to later than 45 days after such Holder or group of Holders requesting a Demand Registration under this Sectionrequest, at any time after the date that Company's sole cost and expense (other than the Company becomes a registrant under fees and disbursements of counsel for the Exchange ActEligible Holders, any Holder or group of Holders holdingand the underwriting discounts if any, payable in the aggregate, ten percent (10%) or more respect of the Registrable Securities issued sold by the Eligible Holders), prepare and outstanding immediately following file with the effective date Commission a registration statement on Form S-3 covering the resale of all of the Plan (Registrable Securities; provided, however, the “Initial Outstanding Amount”Company shall only be obligated to file one such registration statement. Within three business days after receiving any request contemplated by this Section 1(b), the Company shall have the right, by give written notice given to all the other Eligible Holders, advising each of them that the Company (a “Demand Notice”), is proceeding with such registration and offering to request the Company to register under and in accordance with the provisions of the Securities Act include therein all or any portion of any such other Eligible Holder's Registrable Securities, provided that the Company receives a written request to do so from such Eligible Holder within 30 days after receipt by him or it of the Company's notice. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions below. The Company shall use its best efforts to have the registration statement declared effective within ninety (90) days of its filing. In the event that Form S-3 is not available for any registration of Registrable Securities designated by such Holder(s); providedhereunder, however, that the Company shall (xA) register the estimated fair market value sale of the Registrable Securities requested on another appropriate form and (B) undertake to be registered is equal to at least $10 million (or register the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use on Form S-3 for the registration of Registrable Securities for resaleas soon as such form is available, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time provided that the Company becomes eligible for use shall maintain the effectiveness of the registration statement then in effect until such time as a registration statement on Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of covering the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned has been declared effective by the Holders if Commission. As used herein, "LISTING EVENT" shall mean an event by which the estimated fair market Company lists the shares of its $0.01 par value of common stock on a national securities exchange or designates its shares for quotation on the remaining Registrable Securities is less than $10 million)NASDAQ National Market System. Additionally, provided, however, that there as used herein "CHANGE IN CONTROL" shall be no more than five (5) Demand Registrations pursuant to this Agreement.mean

Demand Registration. (a) (i) Provided that Subject to the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under conditions set forth in this SectionAgreement, at any time after one hundred eighty (180) days from the date that of the closing of the Acquisition Agreement, the Company becomes shall, at the written request of a registrant Holder who is unable to sell its Registrable Shares pursuant to Rule 144(k) under the Exchange Securities Act, any cause to be filed as soon as practicable after the date of such request by such Holder a Registration Statement under Rule 415 under the Securities Act relating to the sale by the Holder of all or group of Holders holding, in the aggregate, ten percent (10%) or more a portion of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, Shares held by written notice given to the Company (a “Demand Notice”), to request the Company to register under and such Holder in accordance with the terms hereof, and shall use reasonable efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If the Holder chooses to register less than all of the Registrable Shares at one time, then (i) it must seek to register a minimum of 10,000 Shares (or if such Holder owns less than 10,000 Registrable Shares, the total number of Registrable Shares then owned), (ii) no Holder (including the Holder making the request) has made a request to register any Registrable Shares during the one (1) year period ending on the date of such request; and (iii) the total number of requests which may be made by Holders in the aggregate under this Section 3(a) shall not exceed three (3). The Company may, in its sole discretion, elect to file a Registration Statement with respect to any or all of the Shares before receipt of notice from any Holder. The Company agrees to use reasonable efforts to keep the Registration Statement continuously effective until the earlier of (i) six (6) months thereafter, or (ii) the date on which such Holder no longer holds any Registrable Shares. Notwithstanding the foregoing provisions of this Section 3(a), during any period of time which the Company has a Registration Statement in effect under the provisions of Rule 415 of the Securities Act all or any portion of relating to the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned original issuance by the Holders Company of shares of Common Stock in connection with the redemption of Holders' Units, or in the alternative, if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of such original issuance is not practicable, the sale by Holders of Registrable Securities for resaleShares in the form of the Common Stock to be received in connection with the redemption of Holders' Units then, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does Holders will not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register registration of Registrable Shares under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(sthis Section 3(a); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement.

Demand Registration. (a) (i) Provided that If the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, shall receive at any time after the earlier of (i) three (3) years after the date hereof or (ii) the IPO Effectiveness Date a written request from greater than seventy-five percent (75%) in interest of the Series C-3 Shareholders, the Series C-2 Shareholders, the Series C-1 Shareholders and the Series C Shareholders, voting together as a single class, that the Company becomes a registrant register, under the Exchange Act, Act (other than pursuant to a registration statement on Form S-4 or S-8 or any successor thereto) and under the securities or “blue sky” laws of any jurisdiction designated by such Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand NoticeRegistration”), to request the number of Registrable Securities held by such Holders and any Affiliate thereof stated in such request, then the Company shall (i) within ten (10) days of receipt thereof, give written notice of such request to register under all Series E Shareholders and in accordance with the provisions Series D Shareholders who own more than twenty percent (20%) of the Securities Act all or any portion outstanding shares of the Registrable Securities designated by such Holder(s); provided, however, that respective Series as well as to (x) the estimated fair market value Series F Shareholders, other than any Series F Shareholder who has sent a prior written notice to the Company that such Series F Shareholder does not want to receive any such notice of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)a Demand Registration, and (y) prior the Series C-3 Shareholders, the Series C-2 Shareholders, the Series C-1 Shareholders and the Series C Shareholders not participating in the request for a Demand Registration (collectively, the “Non-Demanding Shareholders”) and (ii) take such steps as are necessary to the time the Company is eligible to use Form S-3 prepare for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by and file as soon as practicable, and in any event within forty-five (45) days of the receipt of such Holder(s); providedrequest, however, a registration statement under the Act covering all Registrable Securities that the estimated fair market value Series C-3 Shareholders, the Series C-2 Shareholders, the Series C-1 Shareholders and the Series C Shareholders request to be registered, including any shares held by Affiliates of the Registrable Securities such Holders and any shares requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned included in such registration by the Holders if Non-Demanding Shareholders within ten (10) days of receipt of written notice of such registration by such Holders, subject to the estimated fair market value of limitations contained herein. Notwithstanding the remaining Registrable Securities is less than $10 million)foregoing, provided, however, that there the Company shall not be no obligated to effect more than five two (52) Demand Registrations pursuant to this AgreementSection 2.2. If at the time of any request to register Registrable Securities pursuant to this Section 2.2, the Company (i) is engaged in, or has fixed plans to engage in within one hundred eighty (180) days of the time of such request, a Qualified IPO, (ii) delivers notice to the Series C-3 Shareholders, the Series C-2 Shareholders, the Series C-1 Shareholders and the Series C Shareholders requesting such registration within thirty (30) days of such registration request of its intent to file a registration statement for a Qualified IPO within ninety (90) days, or (iii) is engaged in any other activity that, in the good faith determination of the Board, would be adversely affected by the requested registration and cause material detriment to the Company, then the Company may, at its option, direct that such request be delayed for a reasonable period not in excess of one hundred twenty (120) days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration within ninety (90) days after the effective date of any other registration statement of the Company (other than a registration statement on Form S-4 or S-8 or any successor thereto). Each request for a Demand Registration shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Demand Registration. (a) (i) Provided that If, on or after the earlier to occur of December 31, 1995, or the expiration of 180 days after the Company does not shall have the Registration Statement filed first offered its securities pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant registration under the Exchange ActSecurities Act of 1933, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan as amended (the “Initial Outstanding Amount111933 Act”), Initiating Holders shall have notify the right, by written notice given Company in writing that such Holders intend to offer or cause to be offered for sale to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act public all or any portion of the Registrable Securities designated by securities under such Holder(s); providedcircumstances as would require registration thereof under the 1933 Act or qualification thereof under one or more state securities laws of jurisdictions in which the offer is to be made, howeverthe Company will, as expeditiously as possible, (i) notify Holders other than the Initiating Holders that (x) the estimated fair market value of the it has been requested to register Registrable Securities under the 1933 Act pursuant to this Section 8.1, and (ii) use its best efforts to cause such securities as may be requested by any Holder thereof to be registered is equal under the 1933 Act, if applicable, and registered or qualified under any state securities laws to at least $10 million the extent required (in the opinion of counsel referred to in this Section 8.1) to permit the sale or other disposition thereof in the entire amount of Registrable Securities then owned manner described by the person requesting such registration. The Holders if the estimated fair market value shall have a total of the remaining Registrable Securities is less than $10 million), and (y) prior four such rights to the time the Company is eligible to use Form S-3 for the demand registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant under this Section 8.1. In addition to the provisions above-described demand registration rights, the holders of Preferred Stock of the Company shall have a total of two rights to demand registration of Registrable Securities held by them under this Section 8.1. In the event such holders of Preferred Stock of the Company exercise such rights, for purposes of this Section 3(a)(i) unless 8, the term “Holder” shall mean any Demand Registration does not become effective holder of Class A Preferred Stock, any Investor who is a holder of Preferred Stock or is not maintained in effect any Permitted Transferee or Qualified Buyer who has acquired all or a portion of the holder’s rights under this Section 8 provided that any Qualified Buyer or Permitted Transferee must hold at least 25,000 shares of Registrable Securities (as adjusted for the respective periods set forth in Section 3(cstock splits, stock dividends, etc.), in which case and the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), term “Initiating Holder,” shall mean any Holder or group of Holders holding, who in the aggregate, ten aggregate are holders of fifty percent (1050%) or more of the Initial Outstanding Amount, shall have Preferred Stock of the right to request Company. If holders of securities of the Company to register under and in accordance other than Holders who are entitled, by contract with the provisions Company, to have such securities included in such a registration (the “Other Holders”) request such inclusion, the Initiating Holders shall offer to include the securities of such other Holders in any registration pursuant to this Section 8.1. The Company (together with all Holders and Other Holders proposing to include their securities in such registration) shall enter into an underwriting agreement in customary form with the underwriter or representative of the Securities Act all or any portion underwriters (the “Underwriter”) selected to underwrite such offering by a majority in interest of the Initiating Holders, subject to the approval of the Company, which approval shall not be unreasonably withheld. Notwithstanding any other provision of this Section 8.1, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the Initiating Holders shall so advise all Holders and other Holders whose securities would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities designated by such Holder(s); providedthat may be included in the registration and underwriting shall be allocated among all Holders in proportion, howeveras nearly as practicable, that to the estimated fair market value Respective amounts of the Registrable Securities which they had requested to be registered is included in such registration and underwriting at least $10 million (the time of filing the registration statement, and to the extent that additional shares may be included in the underwriting, among all Other Holders requesting such inclusion in proportion, as nearly as practicable, to the respective amount of securities which they had requested to be included in such registration and underwriting. No Registrable Securities or other securities excluded from the entire amount underwriting by reason of the Underwriter’s marketing limitations shall be included in such registration. If any Holder or Other Holder who has requested inclusion in such registration as provided herein disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the Underwriter and the Initiating Holders. The securities so withdrawn shall also be withdrawn from registration. If the Underwriter has not limited the number of Registrable Securities then or other securities to be underwritten, the Company may include its securities for its own account in such registration if the Underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited. The registration of Registrable Securities under this Section 8.1 shall be at the Company’s expense, except that Holders and Other Holders participating in a registration pursuant hereto shall pay their pro rata brokerage or underwriting commissions or discounts relating to the sale owned by them; and the Company shall also pay the fees and expenses of any one special counsel retained by such Holders or other Holders and except that after the second demand registration under this Section 8.1 demand registrations shall be at the expense of the Holders if participating in the estimated fair market value registration. Initiating Holders who exercise a right to demand registration under this Section 8.1 may withdraw the exercise and cause the Company either not to file or to withdraw the filing of the remaining Registrable Securities is less than $10 million)registration statement at anytime prior to the effectiveness of such statement, provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement.provided that:

Demand Registration. (a) (i) Provided that the Company does not have the At any time during which a shelf Registration Statement filed pursuant is not effective with respect to Section 2 effective and usable to the Registrable Securities, upon receipt of a written request (a "REGISTRATION REQUEST"), which shall include a description of such Holder or group Holders' proposed method of Holders requesting a Demand Registration under this Sectiondistribution (which method may, at any time after the date that election of the Company becomes Holders of a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more majority of the Registrable Securities, also include an Underwritten Offering by a nationally recognized Underwriter selected by the Company and reasonably acceptable to the Registering Holders) from Holders holding Registrable Securities issued having an aggregate expected offering price of at least $25,000,000 (or, all remaining Registrable Securities if all such remaining Registrable Securities shall have an aggregate expected offering price of less than $25,000,000), the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and outstanding immediately following (ii) prepare and file with the SEC, within sixty (60) days after receipt of such Registration Request, a Registration Statement for the sale of all Registrable Securities held by the requesting Holders and any other Holder who makes a written request of the Company to have her or his Registrable Securities included in such Registration Statement, which such written request must be received by the Company within ten (10) days after such Holder receives the Registration Request (all of such Holders, collectively, the "REGISTERING HOLDERS"). Upon receipt of such written request, the Company shall use its best efforts to cause such Registration Statement to be declared effective within one hundred twenty (120) days after receipt of a Registration Request. The Company shall keep such Registration Statement continuously effective until the earlier of either: (i) the date on which all Registrable Securities have been sold pursuant to such Registration Statement or Rule 144 or (ii) two (2) years from the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementStatement.

Demand Registration. (a) Except as provided in Section 2.2(b) below, after the earlier of (i) Provided December 29, 1998 or (ii) the completion by the Company of an initial public offering under the Securities Act of any of its securities pursuant to a registration statement filed on Form S-1 or any successor form, upon the written request of GECFS that the Company does not have the Registration Statement filed effect pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for Agreement the registration of Registrable Securities under the Securities Act (which requested shall specify the Registrable Securities so requested to be registered, the Proposed amounts thereof and the intended method of disposition by GECFS), the Company will, as expeditiously as reasonably possible, use its best efforts to effect the registration under the Securities Act of the Proposed Amount of Registrable Securities, for resaledisposition in accordance with the intended method of disposition stated in such request; PROVIDED, HOWEVER, that (i) if in the good faith judgment of the board of directors of the Company, such Holder(s)registration would be detrimental to the Company and the board of directors of the Company concludes, as a result, that it is in the aggregatebest interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall only be entitled furnish to one Demand Registration per calendar year pursuant to GECFS a certificated signed by an executive officer of the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time Company that the Company becomes eligible for use board of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more directors of the Initial Outstanding AmountCompany has made such a determination and that it is, therefore, necessary to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such registration would be detrimental, provided that the Company may not defer the filing for a period of more than 180 days after receipt of the request of GECFS in the case of an underwritten public offering or for more than 120 days if such method of disposition is not an underwritten public offering. The Company shall be entitled to include in any registration statement filed pursuant to this Section 2.2: (A) securities of the Company held by any other security holder of the Company, and (B) in an underwritten public offering, securities of the Company to register under be sold by the Company for its own account, except as and to the extent that (X) in accordance with the provisions written opinion of the Securities Act all or any portion managing underwriter, which shall be an underwriter of nationally recognized standing (if such method of disposition shall be an underwritten public offering), such inclusion would materially and adversely affect the marketing of the Registrable Securities designated to be sold by GECFS or (Y) in the written opinion of an investment banker of nationally recognized standing jointly selected by GECFS and the Company (if such Holder(smethod of disposition is not an underwritten public offering); provided, however, that such inclusion would materially adversely affect the estimated fair market value of price at which the Registrable Securities requested to may be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations sold pursuant to this Agreementthe plan of distribution.

Demand Registration. 4.2.1 If on any occasion after the expiration of the one hundred and eighty (a180) (i) Provided that day period following an Initial Public Offering, a Holder shall notify the Company does not have the Registration Statement filed pursuant of its desire to Section 2 effective and usable offer or cause to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act be offered for public sale all or any portion of the Registrable Securities designated held by such Holder(s); providedHolder and such Holder's Permitted Transferees, however, that (x) the estimated fair market value Company shall use its commercially reasonable efforts to cause such number of the such Registrable Securities as may be requested by such Holder to be registered is equal under the Securities Act by filing with the SEC a registration statement on the appropriate form covering such Registrable Securities. The Company shall not be required to at least $10 million cause a registration statement requested pursuant to this Section 4.2 to become effective prior to one hundred eighty (or 180) days following the entire amount effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time effect that the Company is eligible commencing to use Form S-3 for the prepare a Company- initiated registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)statement; provided, however, that the estimated fair market value of the Registrable Securities requested Company shall use -------- ------- commercially reasonable efforts to be registered is at least $10 million achieve such effectiveness promptly following such one hundred eighty (or the entire amount of Registrable Securities then owned by the Holders 180)-day period if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations request pursuant to this AgreementSection 4.2 has been made prior to the expiration of such one hundred eighty (180)-day period. Each Holder shall be entitled to initiate one (1) demand registration pursuant to this Section 4.2 and such demand registration shall be exercisable by such Holder by notice to the Company signed by such Holder and/or one or more Permitted Transferee of such Holder, in either case holding in the aggregate at least fifty percent (50%) of the total number of Shares then held by such Holder and all of such Holder's Permitted Transferees; provided that for purposes of -------- determining which Holders are entitled to initiate a demand registration pursuant to this Section 4.2.1, (i) an individual Holder and one or more Holders which are trusts of which such individual Holder is the settlor shall be deemed to be one and the same Holder and (ii) The Xxxxxx X. XxxXxxxxx Family Trust f/b/o Xxxxxxx X. XxxXxxxxx, Xx., The Xxxxxx X. XxxXxxxxx Family Trust f/b/o Xxxxxx X. XxxXxxxxx and The Xxxxxx X. XxxXxxxxx Family Trust f/b/o Xxxxxx X. XxxXxxxxx shall be deemed to be one and the same Holder.

Demand Registration. (a) At the request of Sponsors, the ------------------- Company shall use reasonable efforts to effect the registration under the Securities Act pursuant to the terms of this Section 4.1(a) of the shares of Common Stock held by Sponsors; provided that upon the Public Sale of all of -------- Sponsors' Common Stock, Sponsors will no longer be entitled to any registration rights pursuant to this Section 4.1. At the request of Cendant, the Company shall use reasonable efforts to effect a registration under the Securities Act pursuant to this Section 4.1(a) of the shares of Common Stock or Convertible Preferred Stock held by Cendant. Sponsors jointly and Cendant shall each be entitled to four underwritten registrations pursuant to this Section 4.1 and Sponsors jointly and Cendant shall each be entitled to one "shelf" registration pursuant to this Section 4.1. Until the earlier of (i) Provided that the third anniversary of the date hereof or (ii) the date on which Sponsors own less than 5% of the Common Stock, in any such registration requested by Sponsors or Cendant, and in any additional underwritten registrations of Common Stock held by Sponsors or Cendant which the Company does not elects to effect (other than as required pursuant to this Section 4.1(a)), Sponsors shall be entitled to register up to the greater of (i) 80% of the total number of shares to be registered in the secondary offering by Sponsors and Cendant (including any shares to be sold by Sponsors and Cendant pursuant to the underwriters' over-allotment option, if exercised) or (ii) such percentage of the total number of shares to be registered in the secondary offering by Sponsors and Cendant such that Sponsors will have sold at least 70% of all shares sold by Sponsors and Cendant following the Registration Statement filed Company's initial public offering. After the third anniversary of the date hereof, in any registration requested by Sponsors or Cendant, and in any additional under written registrations of Common Stock held by Sponsors or Cendant which the Company elects to effect (other than as required pursuant to this Section 4.1(a)), each of Sponsors and Cendant shall be entitled to register a number of shares equal to 50% of the total number of shares to be registered in the secondary offering by Sponsors and Cendant (including any shares to be sold by Sponsors and Cendant pursuant to the underwriters' over-allotment option, if exercised). Notwithstanding the foregoing, once Sponsors own less than 5% of the Common Stock, in any registration requested by Cendant or Sponsors, Cendant shall be entitled to register 100% of the total number of shares to be registered in a secondary offering (including any shares to be sold pursuant to the underwriters' overallotment option, if exercised), subject to Sponsors' right to include shares in such registration pursuant to Section 2 effective and usable 4.2 (subject to such Holder or group of Holders requesting a Demand Registration under this Sectionthe limitations set forth in Section 4.2(b)). In any registration hereunder, Cendant shall be entitled, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”)its election, to request (i) register the number of shares permitted to be registered by Cendant hereunder or (ii) cause the Company to register under and in accordance with on its own behalf the provisions number of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods shares set forth in clause (i) and use the proceeds from the sale of such shares to redeem, at Cendant's election, the Convertible Preferred Stock or Senior Preferred Stock, if permitted by applicable law. If the proceeds of any sale under this Section 3(c)4.1 are not permitted under applicable law to be used to redeem the Convertible Preferred Stock or Senior Preferred Stock, in which case the relevant Holder(s) will then such proceeds shall be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request held by the Company to register under be paid in respect of such shares when and in accordance with to the provisions of the Securities Act all or any portion of the Registrable Securities designated extent permitted by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementlaw.

Demand Registration. (a) (i) Provided that As provided for in Section 3.2, the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting may include in a Demand Registration under this SectionEquity Shares for the account of the Company, at any time after the date that other Holders or other holders thereof exercising contractual piggy-back or demand rights, on the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of same terms and conditions as the Registrable Securities issued and outstanding immediately following to be included therein for the effective date account of the Plan (Holder commencing the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Registration; provided, however, that (i) if the managing Underwriter or Underwriters of any underwritten offering described in Section 3.1 have informed the Company in writing that it is their opinion that the total number of Equity Shares which the Company and the Holders and any other holders participating therein intend to include in such offering is such as to materially and adversely affect the success of such offering, then (x) the estimated fair market value number of Equity Shares to be offered for the account of such other holders (if any) shall be reduced (to zero, if necessary), in the case of this clause (x) pro rata in proportion to the respective number of Equity Shares requested to be registered, (y) thereafter, if necessary, the number of Equity Shares to be offered for the account of the Registrable Securities Company (if any) shall be reduced (to zero, if necessary) and (z) thereafter, if necessary, the number of Equity Shares to be offered for the account of the Holders (including the Holder commencing the Demand Registration) shall be reduced pro rata in proportion to the respective number of Equity Shares requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time extent necessary to reduce the Company is eligible to use Form S-3 for the registration total number of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities Equity Shares requested to be registered is at least $10 million included in such offering to the number of Equity Shares, if any, recommended by such managing Underwriters and (or the entire amount of Registrable Securities then owned by the Holders ii) if the estimated fair market value of offering is not underwritten, no other party, including the remaining Registrable Securities is less than $10 million)Company, provided, however, that there shall be no more than five (5) permitted to offer securities under any such Demand Registrations pursuant Registration unless the Holder commencing the Demand Registration consents to this Agreementthe inclusion of such Equity Shares therein, such consent not to be unreasonably withheld.

Demand Registration. (a) (i) Provided that the The Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting may include in a Demand Registration under this Section, at any time after shares of Common Stock for the date that account of the Company becomes a registrant under and Registrable Securities for the Exchange Actaccount of the Piggy-Back Holders and Shares for the account of other holders thereof exercising contractual piggy-back rights, any Holder or group of Holders holding, in on the aggregate, ten percent (10%) or more of same terms and conditions as the Registrable Securities issued and outstanding immediately following to be included therein for the effective date account of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Demanding Holders; provided, however, that (i) if the managing Underwriter or Underwriters of any underwritten offering described in Section 2.1 have informed the Company in writing that it is their opinion that the total number of shares which the Demanding Holders, the Company, any Piggy-Back Holders and any such other holders intend to include in such offering is such as to materially and adversely affect the success of such offering, then (x) the estimated fair market value number of Shares to be offered for the account of the Registrable Securities Company (if any) shall be reduced (to zero, if necessary) and (y) thereafter, if necessary, the number of Shares to be offered for the account of such Piggy-Back Holders and such other holders shall be reduced (to zero, if necessary), in the case of this clause (Y) pro rata in proportion to the respective number of Shares requested to be registered, to the extent necessary to reduce the total number of Shares requested to be included in such offering to the number of Shares, if any, recommended by such managing Underwriters (and if the number of Shares to be offered for the account of each such Person has been reduced to zero, and the number of Shares requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Demanding Holders if exceeds the estimated fair market value number of Shares recommended by such managing Underwriters, then the number of Shares to be offered for the account of the remaining Registrable Securities is less than $10 million), and (y) prior Demanding Holders shall be reduced pro rata in proportion to the time the Company is eligible to use Form S-3 for the registration respective number of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities Shares requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders Demanding Holders) and (ii) if the estimated fair market value offering is not underwritten, no other party (other than Piggy-Back Holders and any other holders exercising contractual piggy-back rights not subject to the reduction contemplated by this clause (ii)), including the Company, shall be permitted to offer securities under any such Demand Registration unless a majority of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant Shares held by the Demanding Holder or Holders consent to this Agreementthe inclusion of such shares therein.

Demand Registration. (a) (i) Provided that At any time any Units exchangeable for Registrable Shares are outstanding and a Registration Statement covering the resale of such Registrable Shares is not available, the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Sectionshall, at any time after the date that the Company becomes a registrant under the Exchange Act, written request of any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), cause to be filed as soon as practicable (but in any event within thirty (30) days) after the date of such request by such Holder a Registration Statement in accordance with Rule 415 under the Company Securities Act (or its successor) relating to register under and the sale by such Holder of all or a portion of the Registrable Shares held by such Holder in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by terms hereof, and shall use its best efforts to cause such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested Registration Statement to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned declared effective by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and SEC as soon as practicable thereafter (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one a “Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(sRegistration”); provided, however, that the Company shall provide reasonable notice to all other Holders and provide such other Holders with the opportunity to elect to have all or any portion of their Shares included on such Registration Statement. The Company agrees to use its best efforts to keep the Demand Registration continuously effective, after its date of effectiveness, with respect to the Registrable Shares of the requesting Holder or Holders until the earlier of (i) the date on which such Holder no longer holds any Registrable Shares or (ii) the date on which all of the Registrable Shares held by such Holder have become eligible for sale pursuant to Rule 144(k) (or any successor provision). Notwithstanding the foregoing, (A) the Company shall not be obligated to effect more than two Demand Registrations for Holders in any 12-month period, and (B) the number of Registered Shares proposed to be sold by the Holders making such written request shall have estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned 5,000,000. Upon receipt by the Holders if Company of a Demand Notice, the estimated fair market value Company may, but is not obligated to, purchase from any Holder so requesting registration all, but not less than all, of the remaining Registrable Securities is less than $10 million), provided, howeverShares that are the subject of the request at a price per share equal to the Value of the Common Shares immediately preceding the date of the registration request. In the event that the Company elects to purchase the Registrable Shares, that there are the subject of the Demand Registration, the Company shall notify the Holder within five business days of the date of receipt of the request by the Company, which notice shall indicate (I) that the Company will purchase the Registrable Shares held by such Holder that are the subject of the request, (II) the price per Registrable Share, calculated in accordance with the previous sentence, that the Company will pay the Holder and (III) the date upon which the Company shall repurchase such Registrable Shares, which date shall not be no more later than five (5) the tenth business day after receipt of the Demand Registrations Notice. If the Company so elects to purchase the Registrable Shares that are the subject of a Demand Notice made pursuant to this AgreementSection 2(c), then upon such purchase the Company shall be relieved of its obligations under this Section 2(c) with respect to such Registrable Shares or as a result of the Demand Notice.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant In addition to Section 2 effective and usable to such Holder or group of 10.01, the Majority Holders requesting as a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”)group, shall have the right, right (though such right need not be jointly exercised by written notice given to the Company (a “Demand Notice”Holders of the Certificates), on not more than one occasion in the aggregate (except as provided in clause (d) below) (it being understood and agreed that two or more Holders of Certificates may make a joint Demand hereunder or any Holder of Certificates may join in a Demand made by any other Holder of Certificates, and any such joint Demand or joining in of a Demand shall be deemed to request be a single Demand for all purposes hereof), and no more than once during any six-month period, to require the Company to register for offer and sale under and in accordance with the provisions of the Securities Act (a "Demand") all or any a portion of the Registrable Securities designated Certificate Shares held, or represented by Certificates held by such Holder(sHolders, subject to the restrictions set forth herein; provided that no Holders of Certificates shall be entitled to make a Demand hereunder unless the aggregate offering price of the securities to be offered in such Demand (net of underwriting discounts and commissions) exceeds the amounts set forth below depending on the time such Demand is exercised, as follows: Minimum Aggregate Date of Demand Offering Price -------------- ----------------- Prior to December 15, 2004 $ 50 million December 15, 2004 to December 14, 2005 $ 67 million December 15, 2005 to December 14, 2006 $ 84 million December 15, 2006 and thereafter $100 million As promptly as practicable after the Company receives from a Holder of Certificates (together with any other Holder who elects to participate in the registration requested under the Demand, the "Demanding Holder") a notice pursuant to this Section 10.02(a) (a "Demand Notice"), a copy of which shall have also been delivered to each of the other Holders of Certificates at the same time as to the Company, demanding that the Company register for offer and sale under the Securities Act Certificate Shares, subject to Section 10.02(b), the Company shall (i) use all reasonable efforts to file as promptly as reasonably practicable with the Commission a Registration Statement relating to the offer and sale of the Applicable Securities on such form as the Company may reasonably deem appropriate (provided that the Company shall not, unless the Company otherwise determines, be obligated to register any securities on a "shelf" Registration Statement or otherwise to register securities for offer or sale on a continuous or delayed basis and the Company actually maintains such "shelf" Registration Statement effective) and, thereafter, (ii) after the filing of an initial version of the Registration Statement, use reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the date of filing of such Registration Statement; provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, no Demanding Holder shall only be entitled to one Demand be named as a selling securityholder in the Registration per calendar year pursuant Statement or to use the provisions Prospectus forming a part thereof for resales of this Certificate Shares unless such Demanding Holder has made an Election. Subject to Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c10.02(b), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for shall use of Form S-3 (or any successor form), any reasonable efforts to keep each Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by such Demanding Holder or group Holders for resales of Holders holding, in Certificate Shares for an Effectiveness Period ending on the aggregate, ten percent earlier of (10%i) or more 30 days from the Effective Time of the Initial Outstanding Amount, shall such Registration Statement and (ii) such time as all of such Certificate Shares have the right to request the Company to register under and in accordance with the provisions been disposed of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementselling Holders.

Demand Registration. (a) At any time after a date that is the earlier to occur of (i) Provided the date that is one year after the Company does not date of this Agreement and (ii) any date after an Initial Public Offering, the CSFB Parties, their respective Affiliates and Permitted Transferees shall have the Registration Statement filed pursuant collective right, on up to Section 2 effective three occasions, to make a written request of the Corporation (a "Demand Request") for registration under the Securities Act (a "Demand Registration") of Registrable Securities held by such Holders and usable their respective Permitted Transferees. At any time after an Initial Public Offering, each of (i) CCBM (for itself or any of its Permitted Transferees) and (ii) US Energy (for itself, Crested or any of their Permitted Transferees) shall have the separate right on one occasion to such Holder or group of Holders requesting make a Demand Request for a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated held by such Holder(s)Holder and its Permitted Transferees; provided, however, provided that (x) CCBM and its Permitted Transferees or (y) US Energy together with Crested and their Permitted Transferees, as the estimated fair market value case may be, shall hold of record as of the date of such Demand Request, not less than 10% of the Fully Diluted Common Stock. No Demand Registration shall be effected by the Corporation unless the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, included in such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of including the Registrable Securities designated by such of the Corporation, any Shareholder or any other Person including shares in the registration) shall have an aggregate proposed price to the public that equals or exceeds $25,000,000. Such Holder(s) exercising a Demand Request are referred to herein as the "Requesting Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement."

Demand Registration. (a) (i) Provided At such time that the Company does not have the Shelf Registration Statement filed required pursuant to Section 2 effective 2(a) is not available and usable subject to such Holder or group the terms and conditions of Holders requesting a Demand Registration under this SectionAgreement, at any time and from time to time commencing 180 days after the date that the Company becomes a registrant under the Exchange Act, any Holder or group consummation of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by an initial Public Offering upon written notice given to the Company (a “‘‘Demand Notice”), to request ) delivered by a Qualified Holder(s) requesting that the Company to register effect the registration (a “Demand Registration”) under and in accordance with the provisions of the Securities Act all (other than pursuant to a registration statement on Form S-4 or Form S-8 or any portion similar or successor form under the Securities Act) of any or all of the Registrable Securities designated held by such Qualified Holder(s); provided, however, that ) (x) the estimated fair market value which offering is expected to yield aggregate gross proceeds of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 40 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resaleshall promptly (but in any event, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more later than five (5) Business Days following the Company’s receipt of such Demand Registrations Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) subject to Section 2(b)(ii) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Reguest”) given to the Company within ten (10) Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement.

Demand Registration. (a) Subject to the conditions of this Section 3.1, if the Company shall receive a written request from (i) Provided that the Company does BLUM Xxxders holding not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more less than 25% of the Registrable Securities issued and then outstanding immediately following held by the effective date of the Plan BLUM Xxxders, (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion ii) FS Holders holding not less than 25% of the Registrable Securities designated then outstanding held by such Holder(s); provided, however, that the FS Holders or (xiii) the estimated fair market value Note Investor Holders holding not less than 25% of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned outstanding held by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)Note Investor Holders, and (y) prior to the time that the Company is eligible to use Form S-3 for file a registration statement under the Securities Act covering the registration of Registrable Securities for resaleSecurities, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that then the Company becomes eligible for use of Form S-3 (or any successor form)shall, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than within five (5) Demand Registrations days of the receipt thereof, give written notice of such request to all Holders, who must respond in writing within fifteen (15) days requesting inclusion in the registration. The request must specify the amount and intended disposition of such Registrable Securities. The Company, subject to the limitations of this Section 3.1, must use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in accordance with this Section 3.1 together with any other securities of the Company entitled to inclusion in such registration. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Agreement.Section 3.1 and the Company shall include such information in the written notice referred to in Section 3.1(a). In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such

Demand Registration. (a) (i) Provided that The Company may include in a Demand ------------------- Registration Shares for the account of the Company does not have and Shares for the Registration Statement filed pursuant to Section 2 effective account of other holders thereof exercising contractual piggyback rights, on the same terms and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of conditions as the Registrable Securities issued and outstanding immediately following to be included therein for the effective date account of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Demanding Holder(s); provided, however, that (i) if the managing -------- Underwriter or Underwriters of any underwritten offering described in Section 2.1 have informed the Company in writing that it is their opinion that the total number of Shares which the Demanding Holder(s), the Company, and any such other holders intend to include in such offering is such as to materially and adversely affect the success of such offering, then (x) the estimated fair market value number of Shares to be offered for the Registrable Securities account of such other holders shall be reduced (to zero, if necessary), in the case of this clause (x) pro rata in proportion to the --- ---- respective number of Shares requested to be registered is equal and (y) thereafter, if necessary, the number of Shares to at least $10 million be offered for the account of the Company (or if any) shall be reduced (to zero, if necessary), to the entire amount extent necessary to reduce the total number of Registrable Securities then owned Shares requested to be included in such offering to the number of Shares, if any, recommended by such managing Underwriters (and if the number of Shares to be offered for the account of each such Person has been reduced to zero, and the number of Shares requested to be registered by the Holders if Demanding Holder(s) exceeds the estimated fair market value number of Shares recommended by such managing Underwriters, then the number of Shares to be offered for the account of the remaining Registrable Securities is less than $10 millionDemanding Holder(s) shall be reduced to the extent necessary to reduce the total number of Shares requested to be included in such offering to the number of Shares, if any, recommended by such managing Underwriters, and in the case of a reduction where both Demand Registrations have been exercised, such reduction shall be pro rata in proportion to the respective number of Shares requested to be registered by the Demanding Holders), and (yii) prior if the offering is not underwritten, no other party (other than Piggy-Back Holders and any other holders exercising contractual piggyback rights), including the Company, shall be permitted to offer securities under any such Demand Registration unless a majority of the Shares held by the Demanding Holder(s) consent to the time the Company is eligible to use Form S-3 for the registration inclusion of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementshares therein.

Demand Registration. (a) (i) Provided that Any person designated by the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group Holders of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more least 50% of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), Shares shall have the rightright during the Registration Period, by written notice (the "Demand Notice") given to the Company (a “Demand Notice”)Company, to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities Shares designated by such Holder(s)Holders; provided, however, that (x) the estimated fair market value aggregate number of the Registrable Securities Shares requested to be registered is equal pursuant to any Demand Notice shall be at least $10 million (or the entire amount Minimum Number. As of Registrable Securities then owned by the date of this Agreement, until such time as the Holders if the estimated fair market value of at least 50% of the remaining Registrable Securities is less than $10 million)Shares shall have notified the Company of another designee, the person designated to give the Demand Notice shall be Stewxxx Xxxxxx, Xx. Xxxn receipt of any such Demand Notice, the Company shall promptly notify all other Holders of the receipt of such Demand Notice and (y) prior allow them the opportunity, subject to the time other terms of this Section 2, to include Registrable Shares held by them in the proposed registration by submitting their own written notice to the Company is eligible to use Form S-3 for requesting inclusion of a specified number of such Holders' Registrable Shares (the registration of Registrable Securities for resale, such Holder(s"Inclusion Notice"), in the aggregate, . The Holders as a group shall only be entitled to one four Demand Registration per calendar year Registrations pursuant to the provisions of this Section 3(a)(i) unless 2; if any such Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in period (whether or not continuous) required by Section 3(c2(c), in which case the relevant Holder(s) affected Holders will be entitled to an additional Demand Registration pursuant hereto. Following the time It is agreed that the Company becomes eligible for use registration of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, Registrable Shares pursuant to an Inclusion Notice shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested not be deemed to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there a Demand Registration. Nothing in this Section 2(a) shall be no more than five (5) Demand Registrations limit any rights pursuant to this AgreementSection 3 hereof.

Demand Registration. (a) (i) Provided that Subject to the conditions of this Section 2.2, if the Company does not have shall receive a written request from the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group Holders of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten least fifty percent (1050%) or more of the Registrable Securities issued and then outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to "Initiating Holders") that the Company (file a “Demand Notice”), to request the Company to register registration statement under and in accordance with the provisions of the Securities Act all or any portion covering the registration of at least thirty percent (30%) of the Registrable Securities designated by then outstanding having an anticipated aggregate offering price of not less than $10,000,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such Holder(s); providedrequest to all Holders, howeverand subject to the limitations of this Section 2.2, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that (x) the estimated fair market value of Holders request to be registered. If the Initiating Holders intend to distribute the Registrable Securities requested covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be registered is equal to at least $10 million underwritten (or including Registrable Securities) then the entire amount Company shall so advise all Holders of Registrable Securities then owned by which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders if the estimated fair market value of the remaining such Registrable Securities is less than $10 million), and (y) prior to on a pro rata basis based on the time the Company is eligible to use Form S-3 for the registration number of Registrable Securities for resale, held by all such Holder(s), in Holders (including the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(sInitiating Holders); provided, however, that the estimated fair market value number of the Registrable Securities requested to be registered is at least $10 million (or the entire amount shares of Registrable Securities then owned by the Holders if the estimated fair market value to be included in such underwriting and registration shall not be reduced unless all other securities of the remaining Company are first entirely excluded from the underwriting and registration. Any Registrable Securities is less than $10 million), provided, however, that there excluded or withdrawn from such underwriting shall be no more than five (5) Demand Registrations withdrawn from the registration. The Company shall not be required to effect a registration pursuant to this AgreementSection 2.2: prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering; after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to the offering; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company's intention to file its Initial Offering within ninety (90) days; if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; or if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below.

Demand Registration. (a) (i) Provided that Subject to the conditions of this Section 2.2, if the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, shall receive at any time after the earlier of (i) three years from the date that the Company becomes a registrant under the Exchange Act, any Holder hereof or group of Holders holding, in the aggregate, ten percent (10%ii) or more of the Registrable Securities issued and outstanding immediately following 180 days after the effective date of the Plan Initial Offering, a written request from the Holders of at least a majority of the Aggregate Registrable Securities (the “Initial Outstanding AmountInitiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least 20% of the Aggregate Registrable Securities (or any lesser percentage if the reasonably anticipated aggregate offering price to the public would exceed $2,000,000), shall have then the rightCompany shall, by within 20 days of the receipt thereof, give written notice given of such request to all Holders, and, subject to the terms, conditions and limitations of this Article II, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company (within 20 days of the mailing of the Company’s notice pursuant to this Section 2.2(a). If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a “Demand Notice”part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to request include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed in writing by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to register under and distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the reasonable approval of the Company. The Company shall be entitled to include in any registration pursuant to this Section 2.2 or Section 2.4, for sale in accordance with the provisions method of distribution specified by the Initiating Holders, Common Stock to be sold by the Company for its account, subject to the limits specified in paragraph (c) below. Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the managing underwriter or underwriters advise the Company that marketing factors require a limitation of the Securities Act number of securities underwritten (including Registrable Securities), then the Company shall so advise all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount Holders of Registrable Securities then owned by that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders if the estimated fair market value of the remaining such Registrable Securities is less than $10 million), and (y) prior to on a pro rata basis based on the time the Company is eligible to use Form S-3 for the registration total number of Registrable Securities for resale, held by all such Holder(s), in Holders (including the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(sInitiating Holders); provided, however, that the estimated fair market value definitive number of the Registrable Securities requested to be registered is at least $10 million (or the entire amount shares of Registrable Securities then owned to be included in such underwriting and registration shall not be reduced unless any other securities proposed to be sold in the offering by the Holders if Company are first entirely excluded from the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there underwriting and registration. Any securities excluded or withdrawn from such underwriting shall be no more than five (5) Demand Registrations withdrawn from the registration. The Company shall not be required to effect a registration pursuant to this AgreementSection 2.2: after the Company has effected two registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; if within five business days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to make its Initial Offering within 60 days; during the period starting with the date of the filing of, and ending on a date 120 days following the effective date of, a Company-initiated registration subject to Section 2.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.4 hereof.

Demand Registration. (a) (i) Provided The Holders of a majority in interest of the Series A Exchange Shares that are Registrable Securities, collectively, may make up to two written requests for registration under the Company does not have Securities Act of all or any part of the Registration Statement filed pursuant Series A Exchange Shares held by such Holders (the "Series A Demand Registrations") and (ii) the Holders of a majority in interest of the Series B Exchange Shares that are Registrable Securities, collectively, may make up to Section 2 effective two written requests for registration under the Securities Act of all or any part of the Series B Exchange Shares held by such Holders (the "Series B Demand Registrations" and, together with the Series A Demand Registrations, the "Demand Registrations"); provided that (A) if, in accordance with the terms of the Series B Certificate of Designations, all outstanding shares of Series B Preferred are converted into shares of Series A Preferred, then the number of Series B Demand Registrations shall be reduced by one and usable to such the remaining Series B Demand Registration, if any, shall thereupon be converted into a Series A Demand Registration, (B) no Holder or group of Holders requesting may request a Demand Registration under this Sectionprior to the nine-month anniversary of the Closing Date, (C) no Demand Registration may be requested within 180 days after the preceding request for a Demand Registration, and (D) each Demand Registration must be (1) in respect of Registrable Securities with a fair market value of at least $25,000,000 or (2) in respect of all remaining Series A Exchange Shares or Series B Exchange Shares, as applicable, that are Registrable Securities and have a fair market value of at least $500,000. Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Upon any such request, the Issuer shall promptly give written notice of the requested registration at least 15 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to each non-requesting Holder. Promptly after the expiration of such 15-day period, the Issuer will notify all requesting Holders of the identities of the other requesting Holders and the number of shares of Registrable Securities requested to be included therein. At any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following prior to the effective date of the Plan (registration statement relating to such registration, the “Initial Outstanding Amount”)requesting Holders may revoke such request, shall have without liability to any of the rightother requesting Holders, by written providing a notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by Issuer revoking such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementrequest.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time after the date that is 180 days after the Company becomes a registrant Closing, the Investor may request registration under the Exchange ActSecurities Act of all of its Registrable Securities then held on a Form S-1 or Form S-3 registration statement (or any successor to each such form) (or, any Holder if Form S-1 or group Form S-3 is not then available, on such form of Holders holding, in the aggregate, ten percent (10%) or more registration statement as is then available to effect a registration of the Registrable Securities issued and outstanding immediately following the effective date of the Plan pursuant to this subsection (the “Initial Outstanding Amount”b)(i), shall have the right, by written notice given to the Company ) (each a “Demand NoticeRegistration”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of a Demand Registration request, to request the Company shall cause a Registration Statement to register under and in accordance with be filed within forty-five (45) days after the provisions of date on which such request was received by the Securities Act all or any portion of Company. The Company shall not be required to effect a Demand Registration (A) more than two (2) times for the Registrable Securities designated by such Holder(s)Investor; provided, however, that a Registration Statement shall not count as a Demand Registration requested under this subsection (b)(i)(A) unless and until it has become effective, or (B) if the Company furnishes to the Investor a certificate signed by an authorized officer of the Company stating that (a) within sixty (60) days of receipt of the Demand Registration request under this subsection (b)(i), the Company expects to file a registration statement for the public offering of securities for the account of the Company (other than a registration of securities (x) the estimated fair market value of the Registrable Securities requested issuable pursuant to be registered is equal to at least $10 million (an employee stock option, stock purchase or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)similar plan, and (y) prior issuable pursuant to a merger, exchange offer or a transaction of the time type specified in Rule 145(a) under the Securities Act or (z) in which the only securities being registered are securities issuable upon conversion of debt securities which are also being registered), provided, that the Company is eligible actively employing good faith efforts to use Form S-3 for cause such registration statement to become effective, or (b) the registration Company is engaged in a material transaction or has an undisclosed material corporate development, in either case, which would be required to be disclosed in the Registration Statement, and in the good faith judgment of Registrable Securities for resalethe Company’s Board of Directors, such Holder(s), in the aggregate, shall only disclosure would be entitled to one Demand Registration per calendar year pursuant materially detrimental to the provisions Company and its stockholders at such time (in which case, the Company shall disclose the matter as promptly as reasonably practicable and thereafter file the Registration Statement, and the Investor agrees not to disclose any information about such material transaction to third parties until such disclosure has occurred or such information has entered the public domain other than through breach of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated provision by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 millionInvestor), provided, however, that there the Company shall be no more than five (5) Demand Registrations have the right to defer the filing of the Registration Statement pursuant to this Agreementsubsection twice in any twelve (12) month period and any such deferral may not exceed a period of more than sixty (60) days in the aggregate during such twelve-month period.

Demand Registration. (a) (i) Provided that the The Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting may include in a Demand Registration under this Section, at any time after Registrable Securities for the date that account of the Demanding Holders and shares of Common Stock for the account of the Company becomes a registrant under or other stockholders exercising contractual piggy-back registration rights, on the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of same terms and conditions as the Registrable Securities issued and outstanding immediately following are included therein for the effective date account of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Demanding Holders; provided, however, that (xi) if the estimated fair market value managing underwriter(s) of any underwritten offering that is the subject of such Demand Registration have informed the Company in writing that in their opinion the total number of securities that the Demanding Holders, the Company and any other stockholders intend to include in such offering exceeds the number which can be sold in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included therein, then (x) the number of Shares to be offered for the account of any stockholders other than the Demanding Holders shall be reduced (to zero, if necessary) pro rata in proportion to the respective number of Shares requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)such stockholders, and (y) prior thereafter, if necessary, the number of Shares to be offered for the account of the Company shall be reduced (to zero, if necessary), to the time extent necessary to reduce the total number of Shares requested to be included in such offering to the number of Shares, if any, recommended by such managing underwriter(s) (and if the number of Shares to be offered for the account of stockholders other than the Demanding Holders and for the account of the Company is eligible has been reduced to use Form S-3 zero, and the number of Shares requested to be included in such offering by the Demanding Holders exceeds the number of Shares recommended by such managing underwriter(s), then the number of Shares to be offered for the registration account of Registrable Securities for resale, such Holder(s), the Demanding Holders shall be reduced pro rata in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant proportion to the provisions respective number of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities Shares requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders Demanding Holders) and (ii) if the estimated fair market value offering that is the subject of such Demand Registration is not underwritten, only Demanding Holders, and no other party (including the Company), shall be permitted to include securities in such Demand Registration unless the Demanding Holders owning a majority of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Shares included in such Demand Registrations pursuant Registration consent in writing to this Agreementthe inclusion of such securities therein.

Demand Registration. (a) (i) Provided that Subject to the conditions set forth in this Agreement, if the Company does not have is unable under applicable law and the rules and policies of the SEC to file an Issuance Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this SectionStatement, at any time after one (1) year from the date that of the IPO, the Company becomes shall, at the written request of a registrant Holder who is unable to sell its Registrable Shares pursuant to Rule 144(k) under the Exchange Securities Act, cause to be filed as soon as practicable after the date of such request by such Holder a Registration Statement under Rule 415 under the Securities Act relating to the sale by the Holder of all or any Holder or group integral multiple of Holders holding, in the aggregate, ten percent (10%) or more 100,000 shares of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, Shares held by written notice given to the Company (a “Demand Notice”), to request the Company to register under and such Holder in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by terms hereof, and shall use reasonable efforts to cause such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested Registration Statement to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned declared effective by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)SEC as soon as practicable thereafter; provided, however, that the estimated fair market value of the Registrable Securities requested Company shall not be required to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no effect more than five (5) Demand Registrations two demand registrations pursuant to this AgreementSection 3(b). The Company may, in its sole discretion, elect to file a Registration Statement with respect to any or all of the Shares before receipt of notice from any Holder, and to combine sales by more than one Holder into any single Registration Statement. The Company agrees to use reasonable efforts to keep each Registration Statement continuously effective until the earlier of (i) six months thereafter, or (ii) the date on which such Holder no longer holds any Registrable Shares. Notwithstanding the foregoing provisions of this Section 3(b), during any period of time which the Company has a Registration Statement in effect under the provisions of Rule 415 of the Securities Act relating to the original issuance by the Company of shares of Common Stock in connection with the redemption of Holders' Units, such Holders will not have the right to request the registration of Registrable Shares under the provisions of this Section 3(b).

Demand Registration. (a) (i) Provided that Subject to the Company does not have the Registration Statement filed pursuant to terms and conditions of this Agreement (including Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”2(a)(ii)), shall have the right, by upon written notice given to the Company (a “Demand Notice”) delivered by an Initiating Holder or group of Initiating Holders at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of any or all of the Registrable Securities held by such Holders, the Company shall promptly (and in any event within five (5) Business Days) give written notice of the receipt of such Demand Notice to all other Holders of Registrable Securities then outstanding (each, a “Demand Eligible Holder”) and shall promptly file a registration statement (the “Demand Registration Statement”), and use its commercially reasonable efforts to request effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register under by the Initiating Holders in the Demand Notice, and (ii) all other Registrable Securities which the Company has been requested to register by the Demand Eligible Holders by written request given to the Company within five (5) Business Days (the “Demand Eligible Holder Request”), in each case subject to Section 2(a)(v)), all to the extent required to permit the disposition (in accordance with the provisions intended methods of the Securities Act all or any portion disposition) of the Registrable Securities designated by such to be so registered. Any Demand Registration may, at the option of the Initiating Holder(s); provided, howeverbe a “shelf” registration pursuant to Rule 415, that (x) including, to the estimated fair market value of extent the Registrable Securities requested Company is eligible, pursuant to be registered is equal to at least $10 million a Form S-3 registration statement (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 millionequivalent), and (y) prior to the time the . The Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless may effect any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional requested Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, to a Shelf Takedown Prospectus Supplement if a shelf registration is then in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right effect with respect to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the such Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementSecurities.

Demand Registration. (a) (i) Provided that the The Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting may include in a Demand Registration under this Section, at any time after shares of Common Stock for the date that account of the Company becomes a registrant under or for the Exchange Actaccount of other holders thereof exercising contractual piggy-back or demand rights, any Holder or group of Holders holding, in on the aggregate, ten percent (10%) or more same terms and conditions as the Registrable Common Stock to be included therein for the account of the Registrable Securities issued Demanding Holders and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Other Holders; provided, however, that (i) if the managing Underwriter or Underwriters of any underwritten offering described in Section 2 hereof have informed the Company in writing that it is their opinion that the total number of shares which the Demanding Holders and Other Holders, the Company and any such other holders intend to include in such offering is such as to adversely affect the success of such offering, then (x) the estimated fair market value number of shares of Registrable Common Stock to be offered for the account of such other holders shall be reduced (to zero, if necessary), in the case of this clause (x) pro rata in proportion to the respective number of shares of Registrable Securities Common Stock requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior thereafter, if necessary, the number of shares of Registrable Common Stock to be offered for the account of the Company (if any) shall be reduced (to zero, if necessary), to the time extent necessary to reduce the Company is eligible total number of shares of Registrable Common Stock requested to use Form S-3 be included in such offering to the number of shares of Registrable Common Stock, if any, recommended by such managing Underwriters (and if the number of shares of Registrable Common Stock to be offered for the registration account of each such Person has been reduced to zero, and the number of shares of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities Common Stock requested to be registered is at least $10 million (or by the entire amount Demanding Holders and Other Holders exceeds the number of shares of Registrable Securities Common Stock recommended by such managing Underwriters, then owned the number of shares of Registrable Common Stock to be offered for the account of the Demanding Holders and Other Holders shall be reduced pro rata in proportion to the respective number of shares of Registrable Common Stock requested to be registered by the Demanding Holders and Other Holders) and (ii) if the estimated fair market value offering is not underwritten, no other party, including the Company, shall be permitted to offer securities under any such Demand Registration unless a majority of the remaining shares of Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant Common Stock held by the Demanding Holder and Other Holders consent to this Agreementthe inclusion of such shares therein.

Demand Registration. (a) At any time, any member of the KKR Group (isuch member, a “Demand Party”) Provided that the Company does not have the Registration Statement filed pursuant may, subject to Section 2 effective and usable to such Holder or group of Holders requesting 15.11, make a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company request (a “Demand Notice”), ) to request the Company to register under and in accordance with the provisions Partnership for Registration of the Securities Act all or any portion part of the Registrable Securities designated held by such Holder(sDemand Party (i) on Form S-1 (a “Long-Form Registration”) or (ii) on Form S-3 (a “Short-Form Registration”) if the Partnership qualifies to use such short form (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”); . Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Party to be Registered and the intended methods of disposition thereof. Subject to Section 15.11, after delivery of such Demand Notice, the Partnership (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Partnership shall not be obligated to file (xbut shall be obligated to prepare) such Demand Registration Statement prior to the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 millionEffectiveness Date), and (y) prior shall use its reasonable best efforts to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, cause such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant Statement to the provisions of this Section 3(a)(ipromptly be declared effective under (x) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all and (y) the “Blue Sky” Laws of such jurisdictions as any Participating Holder or any portion of the Registrable Securities designated by such Holder(s); providedunderwriter, howeverif any, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreementreasonably requests.

Demand Registration. (a) If, (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after October 11, 2005, or (ii) prior to October 11, 2005 in the date that event of a CHANGE OF CONTROL or INSOLVENCY PROCEEDINGS as those terms are defined in the Purchase Agreement, the Purchaser shall request the Company becomes a registrant in writing to register under the Exchange ActSecurities Act of 1933, as amended (the "SECURITIES ACT"), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more shares of the Registrable Common Stock, par value $0.001, of the Company (the "COMMON STOCK") issuable upon conversion of the Series A Non-Voting Convertible Preferred Stock, par value $0.001 (the "PREFERRED STOCK") and, if required by the Securities issued and outstanding immediately following Exchange Commission (the "SEC"), the shares of Preferred Stock owned by the Purchaser (the shares of Common Stock and, if applicable, Preferred Stock subject to such request being herein referred to as the "SUBJECT STOCK"), the Company shall use its reasonable best efforts to cause the shares of Subject Stock specified in such request to be registered as soon as reasonably practicable so as to permit the sale thereof, and in connection therewith shall prepare and file a Form S-3 registration statement or such other form as is then available (or any successor form of registration statement to such Form S-3 or other available registration statement) with the SEC under the Securities Act to effect such registration; PROVIDED, HOWEVER, that each such request shall (i) specify the number of shares of Subject Stock intended to be offered and sold, (ii) express the present intention of the Purchaser to offer or cause the offering of such shares of Subject Stock for distribution, (iii) describe the nature or method of the proposed offer and sale thereof, and (iv) contain the undertaking of the Purchaser to provide all such information and materials and take all such action as may be required in order to permit the Company to comply with all applicable requirements of the SEC and to obtain any desired acceleration of the effective date of the Plan (the “Initial Outstanding Amount”), such registration statement. The Purchaser shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only not be entitled to request more than one Demand Registration per calendar year pursuant to demand registration statement under this Agreement in any twelve-month period, and the provisions of this Section 3(a)(i) unless any Demand Registration does Purchaser shall not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations a total of two requests for demand registration statements pursuant to this Agreement.

Demand Registration. (a) (i) Provided that the The Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting may include in a Demand Registration under this Section, at any time after shares of Common Stock for the date that account of the Company becomes a registrant under and Registrable Securities for the Exchange Actaccount of the Piggy-Back Holders and Shares for the account of other holders thereof exercising contractual piggy-back rights, any Holder or group of Holders holding, in on the aggregate, ten percent (10%) or more of same terms and conditions as the Registrable Securities issued and outstanding immediately following to be included therein for the effective date account of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Demanding Holders; provided, however, that (i) if the managing Underwriter or Underwriters of any underwritten offering described in Section 2.1 have informed the Company in writing that it is their opinion that the total number of shares which the Demanding Holders, the Company, any Piggy-Back Holders and any such other holders intend to include in such offering is such as to materially and adversely affect the success of such offering, then (x) the estimated fair market value number of Shares to be offered for the account of the Registrable Securities Company (if any) shall be reduced (to zero, if necessary) and (y) thereafter, if necessary, the number of Shares to be offered for the account of such Piggy-Back Holders and such other holders shall be reduced (to zero, if necessary), in the case of this clause (y) pro rata in proportion to the respective number of Shares requested to be registered, to the extent necessary to reduce the total number of Shares requested to be included in such offering to the number of Shares, if any, recommended by such managing Underwriters (and if the number of Shares to be offered for the account of each such Person has been reduced to zero, and the number of Shares requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Demanding Holders if exceeds the estimated fair market value number of Shares recommended by such managing Underwriters, then the number of Shares to be offered for the account of the remaining Registrable Securities is less than $10 million), and (y) prior Demanding Holders shall be reduced pro rata in proportion to the time the Company is eligible to use Form S-3 for the registration respective number of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities Shares requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders Demanding Holders) and (ii) if the estimated fair market value of offering is not underwritten, no other party (other than Piggy-Back Holders and any other holders exercising contractual piggy-back rights not subject to the remaining Registrable Securities is less than $10 millionreduction contemplated by this clause (ii)), providedincluding the Company, however, that there shall be no more than five (5) Demand Registrations pursuant permitted to this Agreement.offer

Demand Registration. (a) (i) Provided that Upon written notice from Xxxxx, the ------------------- Company does not have shall use its reasonable best efforts to effect at the Registration Statement filed earliest possible date and maintain the registration under the Act of offers and sales of Common Stock by Xxxxx, any of its Permitted Transferees, any other Holders pursuant to Section 2 effective 7.2, and usable any underwriter with respect to such stock (and no offers and sales of any other securities by any other Person shall be registered with such Common Stock of Xxxxx without Xxxxx'x prior consent, unless such Person is a Holder or group of Holders requesting a Demand Registration who exercises rights under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”Section 7.2), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions intended method or methods of the Securities Act all disposition specified by Xxxxx (including, but not limited to, an offering on a delayed or continuous basis pursuant to Rule 415 (or any portion successor rule of similar effect) promulgated under the Registrable Securities designated by such Holder(sAct); provided, however, -------- ------- that if, after a registration request pursuant to this Section 7.1 has been made, the general counsel of the Company has determined in good faith that (xi) the estimated fair market value filing of a registration request would require the Registrable Securities requested to be registered is equal to at least $10 million disclosure of material information which the Company has a bona fide business purpose for preserving as confidential or (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (yii) prior to the time the Company is eligible then unable to use Form S-3 for comply with requirements of the registration of Registrable Securities for resale, such Holder(sand Exchange Commission (the "SEC"), in the aggregate, Company shall only not be entitled obligated to one Demand Registration per calendar year effect a registration pursuant to the provisions of this Section 3(a)(i7.1 until the earlier of (A) unless any Demand Registration does not become effective the date upon which such material information is disclosed to the public or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will ceases to be entitled to an additional Demand Registration pursuant hereto. Following the time that material or the Company becomes eligible for use of Form S-3 is able to so comply with SEC requirements, as the case may be, or (or any successor form), any Holder or group of Holders holding, in B) 30 days after the aggregate, ten percent (10%) or more general counsel of the Initial Outstanding Amount, shall Company makes such good faith determination. Xxxxx will have the right to request registration pursuant to this Section 7.1 an aggregate of four (4) times, excluding from such number any exercise by Xxxxx of its rights pursuant to Section 7.2(f); provided, -------- however, that a registration requested by Xxxxx pursuant to this Section 7.1 ------- shall not be deemed to have been effected (and, therefore, not requested for purposes of this Section 7.1), (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 Company SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by Xxxxx and, as a result thereof, the amount of Common Stock requested to register under and be registered by Xxxxx for its own account cannot be completely or timely distributed in accordance with the provisions plan of distribution set forth in the Securities Act all related registration statement or (iii) if 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 or some act or omission by Xxxxx. In connection with any registration requested pursuant to this Section 7.1, the Company shall take such other actions, including, without limitation, listing such shares for trading on any securities exchange or inter- dealer quotation system and registering or qualifying such shares under state securities laws, as may be reasonably requested by Xxxxx or any portion of the Registrable Securities designated by underwriter in connection with such Holder(s)registration; provided, however, further that if the estimated fair market value amount of the Registrable Securities requested -------- ------- Common Stock to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations Xxxxx pursuant to this AgreementSection 7.1 is reduced by reason of the exercise of piggyback rights and the priorities set forth in Section 7.2 (the aggregate amount of such reductions, the "Shortfall"), Xxxxx shall be given such additional rights to request registration pursuant to this Section 7.1 as is necessary to provide for the registration of Common Stock of Xxxxx in the aggregate amount of all such Shortfalls.

Demand Registration. (a) (i) Provided that At any time during which a "shelf" Registration Statement is not effective with respect to the Registrable Securities, upon receipt of a written request (a "REGISTRATION Request"), which shall include a description of such Holders' proposed method of distribution (which method may also include an Underwritten Offering by a nationally recognized Underwriter selected by the Company does not have and reasonably acceptable to the Registering Holders) from Holders holding Registrable Securities having an aggregate expected offering price of at least $20,000,000 (or, if the expected offering price of all remaining Registrable Securities should be less than $20,000,000, such lesser amount), the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the SEC, within sixty (60) days after receipt of such Registration Request, a Registration Statement filed for the sale of all Registrable Securities held by the requesting Holders and any other Holder who makes a written request of the Company to have her or his Registrable Securities included in such Registration Statement, which such written request must be received by the Company within ten (10) days after such Holder receives the Registration Request (all of such Holders, collectively, the "REGISTERING HOLDERS"). Upon receipt of such written request, the Company shall use all commercially reasonable efforts to cause such Registration Statement to be declared effective within one hundred twenty (120) days after receipt of a Registration Request. The Company shall keep such Registration Statement continuously effective until the earlier of either: (i) the date on which all Registrable Securities have been sold pursuant to Section 2 effective and usable to such Holder Registration Statement or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder Rule 144 or group of Holders holding, in the aggregate, ten percent (10%ii) or more of the Registrable Securities issued and outstanding immediately following one (1) year from the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementStatement.

Demand Registration. (a) (i) Provided that the The Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting may include in a Demand Registration under ------------------- Registration, Shares for the account of the Company, Registrable Securities for the account of the Investor (which for purposes of this SectionAgreement "account of the Investor" includes all Permitted Transferees) and Shares for the account of other holders thereof exercising contractual piggyback rights, at any time after on the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of same terms and conditions as the Registrable Securities issued and outstanding immediately following to be included therein for the effective date account of the Plan (Investor and the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Permitted Transferees; provided, however, that -------- (i) if the managing Underwriter or Underwriters of any underwritten offering described in Section 2.1 have informed the Company in writing that it is their opinion that the total number of Shares which the Investor, the Company, and any such other holders intend to include in such offering is such as to materially and adversely affect the success of such offering, then (x) the estimated fair market value number of Shares to be offered for the Registrable Securities account of such other holders shall be reduced (to zero, if necessary), in the case of this clause (x) pro rata in --- ---- proportion to the respective number of Shares requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior thereafter, if necessary, the number of Shares to be offered for the account of the Company (if any) shall be reduced (to zero, if necessary), to the time extent necessary to reduce the Company is eligible total number of Shares requested to use Form S-3 be included in such offering to the number of Shares, if any, recommended by such managing Underwriters (and if the number of Shares to be offered for the registration account of Registrable Securities for resaleeach such Person has been reduced to zero, such Holder(s), in and the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions number of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities Shares requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders Investor exceeds the number of Shares recommended by such managing Underwriters, then the number of Shares to be offered for the account of the Investor and the Permitted Transferees shall be reduced) and (ii) if the estimated fair market value of the remaining Registrable Securities offering is less not underwritten, no other party (other than $10 millionother holders exercising contractual piggyback rights), providedincluding the Company, however, that there shall be no more than five (5) permitted to offer securities under any such Demand Registrations pursuant Registration unless the Investor consents to this Agreementthe inclusion of such shares therein.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), The Investors shall have the right, subject to compliance with the other terms of this Agreement (including, without limitation, Article IV hereof), by written notice (the "Demand Notice") given to the Company (a “Demand Notice”)Company, to request the Company to qualify and register under and in accordance with the provisions of the Securities Act Laws all or any portion of the Registrable Securities Shares designated by such Holder(s)the Investors; provided, however, that (x) the bona fide estimated fair aggregate market value of the Registrable Securities Shares, requested to be registered is equal or qualified pursuant to any Demand Notice shall be at least Canadian $10 million (50,000,000 or if less, the entire amount of Registrable Securities then owned by the Holders if the estimated fair aggregate market value of the remaining Registrable Securities is less than $10 million), Shares and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s)Investors shall, in the aggregateform of written notice, specify the intended method or methods of disposition. Upon receipt of any such Demand Notice, the Company shall only promptly notify all other Investors of the receipt of such Demand Notice and allow them the opportunity to include Registrable Shares held by them in the proposed registration or qualification by submitting their own Demand Notice. Unless the Investors otherwise agree, in connection with any Demand Registration in which more than one Investor participates, in the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Investors holding Registrable Shares to be included in such offering that the total number of Registrable Shares to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Shares to be sold), then the amount of Registrable Shares to be offered for the account of such Investors shall be reduced pro rata on the basis of the number of Registrable Shares to be registered by each such Investor. The Investors as a group shall be entitled to a total of five Demand Registrations (provided that no more than one Demand Registration per calendar year shall be made during each consecutive 12-month period following the Effective Time) pursuant to the provisions of this Section 3(a)(i) Article VI unless any Demand Registration does not become effective or is not maintained in effect for a continuous period of at least 30 days (or such shorter period as shall terminate when all the respective periods set forth in Section 3(cRegistrable Shares covered by such Demand Registration have been sold pursuant thereto), in which case the relevant Holder(s) Investors will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more hereto during such 12-month period and such Demand Registration shall not be counted as one of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this AgreementRegistrations.

Demand Registration. (a) (i) Provided that Any person designated by the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group Holders of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more least 40% of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), Shares shall have the rightright during the Registration Period, by written notice (the "DEMAND NOTICE") given to the Company (a “Demand Notice”)Company, to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities Shares designated by such Holder(s)Holders; provided, however, PROVIDED that (x) the estimated fair market value aggregate number of the Registrable Securities Shares requested to be registered is equal pursuant to any Demand Notice shall be at least $10 million (or the entire amount Minimum Number. Upon receipt of Registrable Securities then owned by any such Demand Notice, the Company shall promptly notify all other Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)receipt of such Demand Notice and allow them the opportunity, and (y) prior subject to the time other terms of this Section 2, to include Registrable Shares held by them in the proposed registration by submitting their own written notice to the Company is eligible to use Form S-3 for requesting inclusion of a specified number of such Holders' Registrable Shares (the registration of Registrable Securities for resale, such Holder(s"INCLUSION NOTICE"), in the aggregate, . The Holders as a group shall only be entitled to one two Demand Registration per calendar year Registrations pursuant to the provisions of this Section 3(a)(i2; PROVIDED that the Holders may not give a Demand Notice to the Company (i) unless during any period in which the Company shall not be required to File a Registration Statement pursuant to Section 2(d)(i) or 2(d)(ii), (ii) during any Interruption Period or (iii) during any Effectiveness Period or during the 90 day period immediately thereafter. If any such Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in period (whether or not continuous) required by Section 3(c2(c), in which case the relevant Holder(s) affected Holders will not be entitled deemed to an additional have exercised a Demand Registration pursuant hereto. Following the time It is agreed that the Company becomes eligible for use registration of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, Registrable Shares pursuant to an Inclusion Notice shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested not be deemed to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there a Demand Registration. Nothing in this Section 2(a) shall be no more than five (5) Demand Registrations limit any rights pursuant to this AgreementSection 3 hereof.

Demand Registration. (a) (i) Provided that Subject to Section 6 and the Company does not have provisions of the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this SectionRights Agreement, at any time after the date that Company’s Initial Public Offering, on no more than one occasion following 180 days after the Company becomes Company’s Initial Public Offering, Xxxxxx Holders owning a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more majority of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by Xxxxxx Shares may make a written notice given request to the Company (for a “Demand Notice”), to request the Company to register shelf” registration under and in accordance with the provisions of the Securities Act of all or part of the Xxxxxx Shares. Promptly upon receipt of any portion such request (but in no event more than five business days thereafter), the Company will serve written notice (the “Demand Notice”) of such registration request to all Xxxxxx Holders, and the Company will include in such registration all Registrable Securities of any Xxxxxx Holder with respect to which the Company has received written requests for inclusion therein within 10 days after the Demand Notice has been given to the applicable Xxxxxx Holders. All requests made pursuant to this Section 5(b) will specify the aggregate amount of Registrable Securities to be registered. Upon making a request pursuant to this Section 5(b), each Xxxxxx Holder hereby shall have all of the rights and privileges of the Registration Rights Agreement and the Company and each Xxxxxx Holder agrees to be bound by all of the terms, conditions and obligations of the Registration Rights Agreement, in each case as if the Xxxxxx Holder were a “Holder” (as defined in the Registration Rights Agreement) and as if the Registrable Securities designated by such Holder(sunder this Agreement were “Registrable Securities” (as defined in the Registration Rights Agreement); provided, however, that (xthis Section 5(b) shall not give the estimated fair market value Xxxxxx Holder any rights under, or subject the Xxxxxx Holder to the limitations contained in, Sections 3(a), 3(f) and 3(g) of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Rights Agreement.

Demand Registration. 2.1. From and after the earlier of one (a1) year following the Effective Date or ninety (i90) Provided that days (or such later date as may be required by Section 9 hereof) after the Company does not have the Registration Statement effective date of any registration statement filed pursuant to Section 2 effective and usable to such Holder the Securities Act for an underwritten initial public offering of shares of Common Stock initiated by the Company, or group of Holders requesting a Demand Registration under this Section, at any time after the date that filing of any registration statement by EnvestNet pursuant to the Company becomes a registrant under Securities Act in connection with the Exchange Actregistration of shares of capital stock of EnvestNet, any Holder Holders (including persons deemed to be Holders pursuant to the last sentence of this Section 2.1) owning, individually or group of Holders holding, in the aggregate, ten percent (10%) or more at least 50% of the Registrable Securities Common Stock (35% for any offering other than an initial public offering) issued and outstanding immediately following issuable to the effective date of Holders may from time to time make written requests for a Demand Registration, pursuant to a registration statement on a Form S-1 or Form S-2 (or any applicable substitute, replacement or successor form that may be adopted by the Plan Commission) (the collectively, a “Initial Outstanding AmountLong Form”); provided, shall have that the right, by written notice given to estimated gross proceeds from the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion offering of the Registrable Securities designated by Common Stock pursuant to such Holder(s)Demand Registration would exceed $15,000,000; provided, however, that (x) that, without the estimated fair market value consent of EnvestNet, in no event will the Company be required to register Securities under this Section 2 in connection with the initial public offering of its Common Stock if the consummation of such an initial public offering would be prohibited by Section 4.2 of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions Stockholders’ Agreement. For purposes of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for 2, the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will stockholders of EnvestNet who own EnvestNet Registrable Common each shall be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested deemed to be registered is at least $10 million a Holder (or the entire amount a “Pro Forma Holder”) of a number of shares of Registrable Securities Common held by EnvestNet equal to the total number of shares of Registrable Common then owned held by EnvestNet multiplied by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Pro Forma Demand Registrations pursuant to this AgreementElection Percentage.

Demand Registration. (a) Subject to the conditions of this Section 2.2 and after the effective date of the registration statement pertaining to the Initial Offering, if at any time the Company shall receive a written request from the Holders of (i) Provided that at least a majority of the Company does not have Registrable Securities held by the Registration Statement filed pursuant to Section 2 effective Holders of the Series A Stock, Series B Stock, Series C Stock and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holdingSeries E Stock, in the aggregate, ten (ii) at least thirty-three percent (1033%) or more of the Registrable Securities issued and outstanding immediately following held by the effective date Holders of the Plan Series D Stock or (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company iii) at least thirty-six percent (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion 36%) of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned held by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million)Series E Stock (in each case, and (ythe “Initiating Holders”) prior to the time that the Company is eligible to use Form S-3 for file a registration statement under the Securities Act covering the registration of Registrable Securities for resalethen outstanding that have an aggregate offering price, net of underwriting discount and commissions, that exceeds $7,500,000, then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such Holder(s)request to all Holders, in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant and subject to the provisions limitations of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for 2.2, effect, as expeditiously as reasonably possible, the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register registration under and in accordance with the provisions of the Securities Act of all or any portion of Registrable Securities that all Holders request to be registered. If the Initiating Holders intend to distribute the Registrable Securities designated covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such Holder(sinformation in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company) (provided, that in no event shall any Holder be required to provide any representations and warranties regarding the Company and/or its business and/or any other person other than its affiliates, which in no event shall be deemed to be the Company or any other Holder that may be deemed to be an affiliate solely by virtue of such Holder’s interest in the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, 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 all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the estimated fair market value number of the Registrable Securities requested to be registered is at least $10 million (or the entire amount shares of Registrable Securities then owned by to be included in such underwriting and registration shall not be reduced unless all other securities to be sold for the Holders if the estimated fair market value account of the remaining Company and any securityholder other than the holders of Registrable Securities is less than $10 million)are first entirely excluded from the underwriting and registration. If any Holder disapproves of the terms of any such underwriting, providedsuch Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, however, that there delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be no more than five (5) Demand Registrations pursuant to this Agreementwithdrawn from the registration.

Demand Registration. (a) (i) Provided that the Company does not The Candover Holders shall have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Sectionright, exercisable at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the rightthis Agreement, by written notice (the "Demand Notice") given to the Company (a “Demand Notice”)Company, to request the Company to register from time to time under and in accordance with the provisions of the Securities Act all or any portion such number of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities Shares then owned Beneficially Owned by the Candover Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), as may be specified in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)Notice; provided, however, that the estimated fair market value aggregate number of the Registrable Securities Shares requested to be registered is at least $10 million (or pursuant to any Demand Notice and pursuant to any related Demand Notices received pursuant to the entire amount of Registrable Securities then owned by the Holders if the estimated fair proviso in Section 2(c) shall have an aggregate market value at the time of the remaining Registrable Securities is such request of not less than $10 25 million. The Company shall, within ten days of the date on which the Company receives a Demand Notice given by the Candover Holders in accordance with this Section 1(a), providedgive written notice of such Demand Notice (the "Company Notice") to all Holders other than the Candover Holders, howeverand shall, that there shall within 60 days of the date on which the Company receives such Demand Notice, prepare and file with the SEC, and thereafter use commercially reasonable efforts to cause to be no more than five (5) declared effective, a Registration Statement on the appropriate form for the registration and sale, in accordance with the intended method or methods of distribution, of the total number of Registrable Shares specified by the Candover Holders in such Demand Registrations Notice and the total number of Registrable Shares specified by the Other Holders pursuant to Section 2(b) of this Agreement, if any, which Registration Statement may include a "shelf" registration (a "Shelf Registration") pursuant to Rule 415 (or any successor rule) under the Securities Act.

Demand Registration. (a) (i) Provided that 2.1 Registration Other Than on Form F-3 or Form S-3. Subject to the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group terms of Holders requesting a Demand Registration under this SectionAgreement, at any time or from time to time after the earlier of (i) the second (2nd) anniversary of the date of Closing (as defined in the Share Purchase Agreement) and (ii) the date that is six (6) months after the Company becomes a registrant under closing of the Exchange ActIPO, any Holder or group of Holders holding, in the aggregate, ten holding twenty-five percent (1025%) or more of the then outstanding Registrable Securities issued and outstanding immediately following may request in writing that the effective date Company effect a Registration in any jurisdiction in which the Company has had a registered underwritten public offering (or, if the Company has not yet had a registered underwritten public offering, then such request may be to effect such Registration on the New York Stock Exchange, the NASDAQ National Market, the Hong Kong Stock Exchange Main Board, the Hong Kong Stock Exchange GEM, or any other internationally recognized exchange that is approved by Investors representing not less than seventy-five percent (75%) of the Plan (aggregate voting power of the “Initial Outstanding Amount”Equity Securities held by the all of the Investors), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register including without limitation any registration statement filed under and in accordance with the provisions of the Securities Act providing for the registration of, and the sale on a continuous or delayed basis by the Holders of, all or any portion of the Registrable Securities designated pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission on Form F-1 or Form S-1 (or any comparable form for Registration in a jurisdiction other than the United States, if applicable). Upon receipt of such Holder(s); provideda request, however, that the Company shall (x) the estimated fair market value promptly give written notice of the Registrable Securities requested proposed Registration to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the all other Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior as soon as practicable, use its reasonable best efforts to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of cause the Registrable Securities designated by such Holder(s); providedspecified in the request, however, that the estimated fair market value of the together with any Registrable Securities requested of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there Registered and/or qualified for sale and distribution in such jurisdiction. The Company shall be obligated to effect no more than five two (52) Demand Registrations pursuant to this AgreementSection 2.1 that have been declared and ordered effective.

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, If at any time after the date that earlier of (i) the Company becomes a registrant under third anniversary of the Exchange Act, any Holder or group of Holders holding, Closing (as defined in the aggregatePurchase Agreement), ten or (ii) one year after the Company’s Initial Public Offering, Holders of at least fifty percent (1050%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to request in writing that the Company (file a “Demand Notice”), to request the Company to register registration statement under and in accordance with the provisions of the Securities Act all or any portion covering the registration of at least 50% of the outstanding Registrable Securities designated if the anticipated aggregate offering price, before underwriting discounts and commissions, would be at least $20,000,000, then the Company will (i) promptly give written notice of the proposed registration to all other Holders, and (ii) use its reasonable best efforts to cause such shares to be registered (together with any Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such Holder(swritten notice from the Company); provided, however, that (xa) the estimated fair market value Company shall not be required to effect any such registration (i) within one-hundred eighty (180) days prior to the filing of, and one-hundred eighty (180) days following the effective date of, a registration subject to Section 2 hereof, provided the Company is actively employing in good faith reasonable efforts to cause such registration to become effective, (ii) if, within thirty (30) days of receipt of the written request from the Holders pursuant to this Section 3.1, the Company gives notice to the Holders of the Company’s intention to make its Initial Public Offering or a public offering within ninety (90) days, (iii) if the Holders making the request propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 4 below, (b) if the Company furnishes the requesting Holders with a certificate of the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and its shareholders for a registration statement to be filed in the near future, such registration obligation shall be deferred for not more than one hundred twenty (120) days, but the Company shall not be entitled to such deferral more than once in any 12-month period, (c) the Company shall not be obligated to effect more than a total of two demand registrations pursuant to this Section 3 provided that such registrations have been declared or ordered effective, and (d) the Company shall not be required to effect a registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act. Any such registration shall be underwritten by an underwriter which shall be mutually agreeable to the Company and the Holders of a majority of the Registrable Securities requested requesting the registration. If any Holder disapproves of the terms of the underwriting, such person may elect to be registered is equal withdraw therefrom by written notice to at least $10 million (or the entire amount of Company, the managing underwriter and the Holders making the request. The Registrable Securities then owned by the Holders if the estimated fair market value of the remaining so withdrawn shall also be withdrawn from registration, and such Registrable Securities is less than $10 million), and (y) shall not be transferred in a public distribution prior to one hundred twenty (120) days after the time the Company is eligible to use Form S-3 for the registration effective date of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s)registration; provided, however, that that, if by the estimated fair market value withdrawal of the such Registrable Securities requested to be registered is at least $10 million (or the entire amount Securities, a greater number of Registrable Securities then owned held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders if the estimated fair market value of the remaining who have included Registrable Securities is less than $10 million), provided, however, that there in the registration the right to include additional Registrable Securities. Holders shall be no more than five (5) Demand Registrations pursuant so entitled to this Agreementinclude additional Registrable Securities in the registration upon written notice within 10 days of such offer being made.

Demand Registration. (a) (i) Provided that the Company does not The Holder shall have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, right at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice (the "Demand Notice") given to the Company (a “Demand Notice”)Company, to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities Shares designated by such Holder(s)Holder; provided, however, that (x) the estimated fair market value aggregate number of the Registrable Securities Shares requested to be registered is equal pursuant to any Demand Notice and pursuant to any related Demand Notices received pursuant to the following sentence shall be at least $10 million 100,000 (subject to adjustment) and provided, further, however, that such registration shall, at the option of the Company, be on Form S-3 (or its successor form) if such form is then available for use by the entire Company. Upon receipt of any such Demand Notice, the Company shall promptly notify any other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Shares held by them in the proposed registration by submitting their own Demand Notice. In connection with any Demand Registration in which more than one Holder participates, in the event that such Demand Registration involves an Underwritten Offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total number of Registrable Shares to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Shares to be sold), then the amount of Registrable Securities then owned by Shares to be offered for the account of such Holders if shall be reduced pro rata on the estimated fair market value basis of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration number of Registrable Securities for resale, Shares to be registered by each such Holder(s), in the aggregate, Holder. The Holders as a group shall only be entitled to one three Demand Registration per calendar year Registrations pursuant to the provisions of this Section 3(a)(i) 2 unless any Demand Registration does not become effective or effective, is not maintained for a period (whether or not continuous) of at least the applicable period specified in effect Section 2(c), or where the amount of Registrable Shares to be offered for the respective periods set forth account of such Holders is reduced pro rata as described in Section 3(cthe preceding sentence by more than ten percent (10%), in which case the relevant Holder(s) Holders will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement.

Demand Registration. (a1) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at At any time commencing after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan Registration Statement and ending on the fifth (5th) anniversary of the effective date of the Registration Statement, the Holders of Registrable Securities representing a Majority (as hereinafter defined) of such securities (assuming the exercise of all of the Underwriters Warrants) (the “Initial Outstanding Amount”Initiating Holders) shall have the right (which right is in addition to the registration rights under Section 7.3 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Commission, on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Registrable Securities for up to two hundred and seventy (270) days by such Holders and a y other Holders of Registrable Securities, as well as any other security holders possessing similar registration rights, who notify the Company within twenty-one (21) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section 7.4 by any Holder or Holders to all other registered Holders of Registrable Securities, as well as any other security holders possessing similar registration rights, within ten (10) days after the date of the receipt of any such registration request. (3) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 7.4(a) hereof. The right of any Holder to registration pursuant to this Section 7.4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent and subject to the limitations provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. (4) The Company shall (together with all Holders, officers, directors and other stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the Underwriter of the underwriters selected for such underwriting by the Initiating Holders, which underwriter(s) shall be reasonably acceptable to the Underwriter. Notwithstanding any other provision of this Section 7.4, if the Underwriter of the underwriter or underwriters advises the Initiating Holders in writing that marketing factors require a limitation or elimination of the number of shares of Common Stock or other securities to be underwritten, the Underwriter may limit the number of shares of Common Stock or other securities to be included in the registration and underwriting. The Company shall so advise the Underwriter and all Holders of Registrable Securities requesting registration, and the number of shares of Common Stock or other securities that are en titled to be included in the registration and underwriting shall be allocated among the Underwriter and other Holders requesting registration, in each case, in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement. If the Company or any Holder of Registrable Securities who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, such person may elect to withdraw its securities therefrom by written notice to the Company, the underwriter and the Initiating Holders. Any securities so excluded shall be withdrawn from such registration. No securities excluded from such registration by reason of such underwriters' marketing limitations shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 7.4(d), the Company or underwriter or underwriters selec xxx as provided above may round the number of securities of any holder which may be included in such registration to the nearest 100 shares. (5) In the event that the Initiating Holders are unable to sell all of the Registrable Securities for which they have requested registration due to the provisions of Section 7.4(d) hereof and if, at that time, the Initiating Holders are not permitted to sell Registrable Securities under Rule 144(k), the Initiating Holders shall be entitled to require the Company to afford the Initiating Holders an opportunity to effect one additional demand registration under this Section 7.4. (6) In addition to the registration rights under Section 7.3 and subsection (a) of Section 7.4 hereof, at any time commencing on the date hereof and expiring five (5) years thereafter any Holder of Registrable Securities shall have the right, exercisable by written notice given request to the Company (a “Demand Notice”)Company, to request have the Company to register under prepare and in accordance file, on one occasion, with the provisions Commission a registration statement so as to permit a public offering and sale for 270 days by any such Holder of the Securities Act all or any portion of the its Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value provisions of Section 7.5(b) hereof, shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holder's making such request. (7) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Registrable Securities requested to be registered is at least $10 million (of the Initiating Holders or the entire amount Holder(s) referred to in Section 7.5(f) above (the Paying Holders), within the time period specified in Section 7.5(a) below, the Company shall upon the written notice of Registrable Securities then owned by the Holders if the estimated fair market value election of the remaining Registrable Securities is less than $10 millionInitiating Holders or the Paying Holders, as the case may be, repurchase (i) any and all Shares and/or Underlying Warrants at the higher of the Market Price per share of Common Stock or per Underlying Warrant, as the case may be, on (x) the date of the notice sent to the Company under Section 7.4(a) or (f), providedas the case may be, however, that there or (y) the expiration of the period specified in Section 7.5(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be no more than in immediately available funds and shall close within five (5) Demand Registrations pursuant to this Agreementbusiness days after the expiration of the period specified in Section 7.5(a).

Demand Registration. (a) (i) Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), HEI shall have the right, on not more than four occasions in the aggregate, and no more frequently than once during any six-month period, and (ii) the Minority Stockholders as a group shall have the right (though such right need not be jointly exercised by written notice given to the Company (a “Demand Notice”Minority Stockholders), on not more than two occasions in the aggregate (it being understood and agreed that two or more Minority Stockholders may make joint Demands hereunder or any Minority Stockholder may join in a Demand made by any other Minority Stockholder, and any such joint Demand or joining in of a Demand shall be deemed to request be a single Demand for all purposes hereof), and no more frequently than once during any six-month period, to require the Company to register for offer and sale under and in accordance with the provisions of the Securities Act (a "Demand") all or any a portion of the Registrable Securities designated held by such Holder(s)Stockholder, subject to the restrictions set forth herein; provided, however, provided that (x) the estimated fair market value of no Stockholder shall be entitled to make a Demand hereunder unless the Registrable Securities requested subject to be registered is equal to such Demand represent at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value 7% of the remaining Registrable Securities is less than $10 millionaggregate shares of Company Common Stock then issued and outstanding. As promptly as practicable after the Company receives from a Stockholder (the "Demanding Stockholder") a notice pursuant to this Section 4.1(a) (a "Demand Notice"), and (y) prior a copy of which shall have also been delivered to each other Minority Stockholder at the same time as to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resaleCompany, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time demanding that the Company becomes eligible register for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register offer and sale under and in accordance with the provisions of the Securities Act Registrable Securities, subject to Section 4.1(b), the Company shall (i) use all or any portion reasonable efforts to file as promptly as reasonably practicable with the Commission a Registration Statement relating to the offer and sale of the Registrable Applicable Securities designated by on such Holder(s); provided, however, form as the Company may reasonably deem appropriate (provided that the estimated fair market value of Company shall not, unless the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) Demand Registrations pursuant to this Agreement.Company

Demand Registration. (a) The Holders of (i) Provided at least $30,000,000 aggregate principal amount of Debentures then outstanding shall have the right to request in writing that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting effect a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have the right, by written notice given to the Company (a “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (x) the estimated fair market value of the Registrable Securities requested to be registered is equal to at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (y) prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year Holders' Debentures pursuant to the provisions of this Section 3(a)(i2.1 or (ii) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use at least $20,000,000 aggregate principal amount of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, Debentures then outstanding shall have the right to request in writing that the Company effect a registration of such Holders' Debentures pursuant to a Takedown under this Section 2.1 (each such request, a "Registration Demand"). A Registration Demand shall specify the principal amount of Debentures that each such Holder proposes to sell in the offering. If no Shelf Registration Statement (as defined in Section 2.1(c)(i) below) shall be effective as of the date of the Registration Demand, the demanding Holders may elect to have the Company register under and such Debentures in accordance with the provisions either Section 2.1(c)(i) or Section 2.1(d). If a Shelf Registration Statement shall be effective as of the Securities Act all or any portion date of the Registrable Securities designated by such Holder(sRegistration Demand, then all demanding Holders shall be deemed to have elected to register their Debentures pursuant to Section 2.1(c)(ii); provided. The Holders of Debentures may each make one Registration Demand pursuant to Sections 2.1(c)(i) and 2.1(d) and two Registration Demands per year pursuant to an existing Shelf Registration Statement pursuant to Section 2.1(c)(ii) for which the Company will pay and bear all costs and expenses in accordance with Section 3.3 and thereafter, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be no more than five (5) may make one Registration Demand Registrations per year pursuant to this AgreementSections 2.1(c)(i) and 2.1(d) and one Registration Demand per year pursuant to an existing Shelf Registration Statement pursuant to Section 2.1(c)(ii) for which such requesting Holders shall pay and bear all costs and expenses.