Common use of Demand Registration Clause in Contracts

Demand Registration. (a) At any time commencing at least 365 days after the effective date of any registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is made.

Demand Registration. (a) At If at any time commencing at least 365 days after the effective date of any registration statement covering Purchaser shall request the IPOCompany in writing (each, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand RegistrationDemand") to register under the Securities Act covering all or part a specified number of Registrable Securities (including Registrable Securities to be used to settle a Derivative Security), the Company shall use its best efforts to effect the registration under the Securities Act of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required as soon as reasonably practicable so as to permit the disposition sale thereof, and in connection therewith shall prepare and file a Registration Statement with the SEC under the Securities Act to effect such registration; provided, that each such request shall (i) specify the number of shares of Registrable Securities intended to be offered and sold, (ii) describe the nature or method of the proposed offer and sale thereof, and (iii) 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 such Registration Statement. Except as provided in the following sentence, the Company agrees not to grant to any other person registration rights pursuant to which such person would have the right to register shares of Common Stock on a Registration Statement filed by the Company pursuant to the exercise of the Purchaser's rights under this Agreement. The Purchaser agrees that the Company may grant to the "Holders" (as that term is defined in each of the Registration Rights Agreement between the Company and Bell Atlantic Corporation, xxxxd February 2, 2000 (the "Bell Atlantic Agxxxxxxx") xxx xxx Xxxxxxration Rights Agreement between the Company and Cable and Wireless plc, dated February 2, 2000 (the "C&W Agreement")) the right to register shares of Common Stock on a Registration Statement filed by the Company pursuant to the exercise of the Purchaser's rights under this Section 2.01 of this Agreement, provided, that, so long as this Agreement or any successor agreement remains in full force and effect (a) such registrations are effected in accordance with the intended method or methods thereof, as aforesaidterms of Section 2.2(b) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number Bell Atlantic Agreement or Xxxxion 2.2(b) of the Registrable Securities requested to be registered C&W Agreement, as the case may be, and (ib) constitute at least 5% neither Section 2.2(b) of the Registrable Securities issued and outstanding as Bell Atlantic Agreement nor Xxxtion 2.2(b) of the date of this C&W Agreement is modified or (ii) have an aggregate minimum market value of at least US$85,000,000 based on amended in a manner that is adverse to the closing trading price Purchaser without the prior written consent of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madePurchaser.

Demand Registration. (a) At any time commencing at least 365 days one (1) year after the effective date of any registration statement covering the IPORegistration Statement relating to the Public Offering (the "Registration Statement") and expiring five (5) years from the effective date of the Registration Statement, after receipt the Holders of a written request from a Holder requesting that CAM effect a registration (the Representative's Warrants and/or Warrant Shares representing a "Demand Registration"Majority" (as hereinafter defined) under the Securities Act covering all or part of the Registrable Securities held by such Holder Representative's Warrants and/or Warrant Shares shall have the right (which specifies right is in addition to the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its registration rights under Section 3 hereof may elect (9.2 hereof), exercisable by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) Company, to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, the Company prepare and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Securities and Exchange Commission and use its commercially reasonable efforts to cause to be declared effective(the "Commission"), on one occasion, a registration statement (and such other documents, including a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereofprospectus, as aforesaid) may be necessary in the opinion of both counsel for the Registrable Securities so registeredCompany and counsel for the Holders, provided, however, that CAM shall not be required in order to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number Act, so as to permit a public offering and sale by such Holders and any other Holders of the Registrable Securities Representative's Warrant and/or Warrant Shares who notify the Company within fifteen (15) days after the Company mails notice of such request pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) nine (9) consecutive months (subject to the following three sentences), or (ii) until the sale of all of the Warrant Shares requested to be registered (i) constitute at least 5% by the Requesting Holders. If the Company determines that any such registration statement that the Company has filed pursuant to the preceding sentence may no longer be used under applicable law unless it is supplemented or amended, the Company shall notify the Holders that have securities covered by such registration statement and shall use its reasonable best efforts to effect the required amendment or supplement reasonably expeditiously and thereafter shall promptly notify such Holders that such action has been taken. Any Holder that receives such a notice shall cease making any sales pursuant to such registration statement until the Company notifies such Holder that the required supplement or amendment has been duly effected. The nine-month period provided for in the second preceding sentence shall be extended by the number of days, if any, that sales under the Registrable Securities issued and outstanding as of registration statement may not be made pursuant to the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madepreceding sentence.

Demand Registration. (a) At any time commencing at least 365 days after and from time to time, any one or more members of the effective date LGB Group (collectively, the “Selling LGB Stockholders”) shall have the right to request in writing (which request shall specify the Registrable Securities intended to be disposed of by such Selling LGB Stockholders and the intended method of distribution thereof) that the Company register any and all of such Selling LGB Stockholders’ Registrable Securities by filing with the SEC a registration statement covering such Registrable Securities (a “Demand Registration Statement”). Upon the IPO, after receipt of such a written request from request, the Company shall, not later than the 60th calendar day after the receipt of such a Holder requesting that CAM effect request, cause to be filed a Demand Registration Statement providing for the registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM Company has been so requested to register by such Holders ("Participating Demand Holders") for saleSelling LGB Stockholders, to the extent required necessary to permit the disposition (of such Registrable Securities in accordance with the intended method or methods thereofof distribution thereof specified in such request, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM and shall not be required use its best efforts to file a have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter (but in no event later than the 120th calendar day after the receipt of such a request) and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value keep such Demand Registration Statement continuously effective for a period of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on 45 calendar days following the date the demand to file on which such Demand Registration Statement is madedeclared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Demand Registration Statement have been sold pursuant thereto (including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Demand Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Demand Registration Statement or by the Securities Act, any state securities or blue sky laws, or any other rules and regulations thereunder).

Demand Registration. (a) At any time commencing at least 365 days after from time to time following the effective earlier of (i) the next date of any upon which the Corporation becomes eligible to file a registration statement covering the IPOon Form S-3, after and (ii) December 5, 2002, Initiating Holders may make a written request for registration of their securities. After receipt of a written request (a "Demand Registration Request") from a any Initiating Holder requesting stating that CAM effect a registration such Initiating Holder desires and intends to have the Corporation register (a "Demand Registration") under the Securities Act covering all or part a portion of the Registrable Securities held by them under such Holder which specifies circumstances, the intended method or methods of disposition thereof, CAM Corporation shall promptly notify give notice (the "Registration Notice") to all Holders in writing of the Holders within thirty (30) days of the Corporation's receipt of such request registration request, and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent the Corporation shall cause to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities be included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered included therein by any such Holder within fifteen (i15) constitute at least 5% days after such Registration Notice is effective (subject to the provisions of Section 2(c) and the final sentence of this Section 2(b)). After such fifteen (15)-day period, the Corporation shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement are sold prior to the expiration of such six (6)-month period; provided, that, subject to the following sentence, the Corporation shall not be obligated to effect any Demand Registration pursuant to this Section 2(b) requested by the Initiating Holders after the Corporation has effected three (3) Demand Registrations requested by the Initiating Holders pursuant to this Section 2(b); provided, further, that to the extent that any Registrable Securities that are initially requested to be included by the Initiating Holder requesting the Demand Registration under this Section 2 are not so included as a result of the Registrable Securities issued and outstanding as provisions of the date final sentence of Section 2(c), the Corporation shall continue to be obligated to effect three (3) Demand Registrations for such Initiating Holder pursuant to this Agreement Section 2(b). Upon the request of either the Initiating Holders or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Corporation, a Demand Registration Statement is madeshall be effected as a public offering underwritten by a nationally recognized underwriter selected in accordance with Section 7 below.

Demand Registration. (ai) At any time commencing at least 365 days after during the effective date of any registration statement covering five-year period following the IPOEffective Time, after receipt of one or more Requesting Purchasers may make a written request from a Holder requesting that CAM effect a (the "Demand Notice") for registration under the Securities Act (a "Demand Registration") under the Securities Act covering all or part of the any Registrable Securities (such securities are herein referred to as "Demand Securities") held by such Holder which specifies Requesting Purchasers. The Demand Notice will specify the number of Demand Securities proposed to be sold and will also specify the intended method or methods of disposition thereof. Once given, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registrationa Demand Notice will be irrevocable. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after Following receipt of a Demand Notice from such Requesting Purchasers, the Company promptly will give written request for a Demand Registrationnotice of the requested registration to all other Purchasers, and will thereafter file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement on any appropriate form which will cover (a "1) the Demand Registration Statement") relating to all shares of Registrable Securities which CAM that the Company has been so requested to register by such Holders Requesting Purchasers, ("Participating 2) all other Demand Holders") for sale, Securities that the Company has been requested to registered by any other Purchasers by written request given to the extent Company within 15 days after the Company's giving of written notice of the Requesting Purchasers' requested registration and (3) any other securities the Company determines to register for its own account. (ii) Unless the Requesting Purchasers shall consent in writing, no party (other than the Company or any other Purchaser) shall be permitted to offer securities under any such Demand Registration. The Company shall not be required to permit the disposition effect more than three Demand Registrations under this Section 2(a). A registration requested pursuant to this Section 2(a) will not be deemed to have been effected (in accordance with the intended method or methods thereof, and it shall not count as aforesaid) one of the Registrable three Demand Registrations) unless the Registration Statement relating thereto has become effective under the Securities so registered, Act; provided, however, that CAM if, after such Registration Statement has become effective, the offering of the Demand Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected (and it shall not count as one of the three Demand Registrations). (iii) If the Requesting Purchasers so elect, the offering of Demand Securities pursuant to such registration shall be required in the form of an Underwritten Offering. If the managing underwriter or underwriters of such offering advise the Company and the Participating Purchasers that in their view the number of Demand Securities requested to file a Demand Registration Statement be included in such offering is sufficiently large so as to materially and otherwise comply with adversely affect the provisions success of this Section 2 unless such offering, the Company will include in such registration the aggregate number of Demand Securities which in the Registrable view of such managing underwriter or underwriters can be sold without any such material adverse effect; provided, however, that no Demand Securities requested may be excluded before all securities proposed to be registered (i) constitute at least 5% of sold by the Registrable Company and any other Person have been excluded. If any Demand Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file are excluded, such Demand Registration Statement is made.registration

Demand Registration. (a) At If at any time commencing at least 365 one hundred eighty (180) days after the effective date of any registration statement covering the IPOEffective Time, after receipt of Parent receives a written request from Stockholders (a Holder requesting “Stockholder Request Notice”) of at least twenty-five percent ( 25%) of the Registrable Securities then outstanding that CAM Parent effect a registration with respect to Registrable Securities with a reasonably anticipated aggregate offering price of $5,000,000 (the “Demand Threshold”) then outstanding, then Parent shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Parent Demand Notice”) to all Stockholders other than the Initiating Stockholders; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Stockholders, file a "Demand Registration") registration statement under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause Initiating Stockholders requested to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement registered and otherwise comply with the provisions of this Section 2 unless the aggregate number of the any additional Registrable Securities requested to be registered included in such registration by any other Stockholders, as specified by notice given by each such Stockholder to Parent within twenty (i20) constitute at least 5% of the Registrable Securities issued and outstanding as days of the date the Parent Demand Notice is given, and in each case, subject to the limitations of Section 2.1(b). Parent shall be obligated to effect registration and qualification pursuant to this Section 2.1(a) no more than two (2) times during the term of this Agreement subject to the terms and conditions hereof. It is understood among the parties that any of Registrable Securities which are subject to any contractual restriction on transfer as the result of any agreement between the Stockholder and Parent shall not be included in any registration statement pursuant to this Agreement until such restrictions have lapsed or (ii) have an aggregate minimum market value of at least US$85,000,000 based on otherwise been terminated and such Registrable Securities shall not be included in determining whether the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeThreshold has been met or exceeded.

Demand Registration. (a) At Subject to the limitations contained in Section 10.7, at any time commencing at least 365 days after the effective earlier of the date that is (i) [confidential portion omitted] after the Qualifying Offering (as defined in the Investment Agreement) or (ii) [confidential portion omitted] if the Qualifying Offering has not occurred by such date, the Issuer shall be requested by holders of warrants exercisable for a majority of the Stock Units then issuable upon the exercise of all warrants issued to the Investors (as defined in the Investment Agreement) to effect the registration of any registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") its Restricted Securities under the Securities Act covering all or part of Act, the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM Issuer shall promptly notify all Holders in writing of the receipt give written notice of such request proposed registration to all holders of outstanding Restricted Securities and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM thereupon shall, as expeditiously as is possible, but in any event no later than use its best efforts to effect the registration under the Securities Act by filing pursuant to Rule 415 of the Securities Act a "shelf" registration statement on Form S-3 (or, if the staff at the SEC takes the position that Form S-3 is not available and holders of warrants exercisable for a majority of the Stock Units then issuable upon the exercise of all warrants issued to the Investors so request, on Form S-1) covering all Restricted Securities, the holder or holders of which shall have made written request to the Issuer for registration thereof within 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt the giving of a such written request for a Demand Registrationnotice by the Issuer, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) by the prospective Seller or Sellers of the Registrable Restricted Securities so registered, ; provided, howeverthat if Form S-3 is not available, that CAM the Issuer shall notify the holders of warrants in writing of such fact, which notice shall set forth the reasons therefor and the holders' right to request registration on Form S-1. Any registration statement filed on Form S-1 shall be maintained by the Issuer for a period of [confidential portion omitted] and, if not so maintained shall not be required deemed to file a Demand Registration Statement and otherwise comply with count against the provisions number of effective registration statements pursuant to this Section 2 unless 10.3 permitted to be made by holders pursuant to Section 10.7. Upon the aggregate Issuer's request, the holder or holders making a request for registration shall promptly provide the Issuer with description of the intended method of disposition of such securities by the prospective Seller or Sellers. Sellers holding warrants exercisable for a majority of the Stock Units then issuable upon the exercise of all warrants issued to investors subject to such registration shall have the right to select the managing underwriter or underwriters for the offering of such Restricted Securities. In the case of an underwritten public offering of Restricted Securities to be so registered, if the managing underwriter advises that the number of securities to be so registered is too large a number to be reasonably sold, the Registrable Securities requested number of such securities sought to be registered (i) constitute at least 5% by each Seller shall be reduced, pro rata in proportion to the number of securities sought to be registered by all Sellers, to the Registrable Securities issued extent necessary to reduce the number of securities to be registered to the number recommended by the managing underwriter. From and outstanding as of after the date of this Agreement or (ii) have an aggregate minimum market value Agreement, the Issuer shall not, nor shall it allow the holders of at least US$85,000,000 based on the closing trading price any securities of the Class A Common Issuer to, include any of their securities in any registration statement filed by the Issuer pursuant to this Section 10 unless such inclusion will not reduce the amount of the Restricted Stock on the date the demand to file such Demand Registration Statement is madeincluded therein.

Demand Registration. (a) At any From time commencing at least 365 days after the effective date of any registration statement covering the IPOto time, after receipt 180 days following the completion by the Company of a Public Equity Offering, Holders owning, individually or in the aggregate, not less than the Requisite Securities may make a written request from a Holder requesting that CAM effect a for registration under the Securities Act of their Registrable Securities (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing ). Within 120 days of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, the Company shall file with the Commission SEC and use its commercially reasonable best efforts to cause to be declared effective, become effective under the Securities Act a registration statement (a "Demand Registration Statement") relating Statement with respect to all shares such Registrable Securities. Any such request will specify the number of Registrable Securities which CAM has been so requested proposed to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with be sold and will also specify the intended method or methods of disposition thereof. The Company shall give written notice of such registration request to all other Holders of Registrable Securities within 15 days after the receipt thereof. Within 20 days after notice of such registration request by the Company, as aforesaid) of any Holder may request in writing that such Holder's Registrable Securities be included in such Registration Statement and the Company shall include in such Registration Statement the Registrable Securities of any such Holder requested to be so registeredincluded (the "Included Securities"). Each such request by such other Holders shall specify the number of Included Securities proposed to be sold and the intended method of disposition thereof. Subject to Section 2.1(b) hereof, provided, however, that CAM the Company shall not be required to file register Registrable Securities pursuant to this Section 2.1(a) on a maximum of three separate occasions. Subject to Section 2.1(f) hereof, no other securities of the Company except securities held by any Holder, any Demand Right Holder, and any Person entitled to exercise "piggy back" registration rights pursuant to contractual commitments of the Company shall be included in a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeRegistration.

Demand Registration. (a) At any time commencing at least 365 The Holders shall have the right after the date that is 180 days after the effective IPO Date (or such earlier date (i) as would permit Mobileye to cause any filings required hereunder to be filed on the 180th day after the date hereof and (ii) as is permitted by waiver under the Underwriting Agreement) to request in writing (a “Request”) that Mobileye register such portion of such Holders’ Registrable Securities as shall be specified in the Request on Form S-1 or any similar long-form Registration Statement (a “Long-Form Registration”) or (y) on Form S-3 or any similar short-form Registration Statement, which shall include a prospectus supplement to an existing Form S-3 (a “Short-Form Registration”) at such time that Mobileye qualifies to use such short form Registration Statement (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration” and the Holder submitting such Demand Registration, the “Initiating Holder”) by filing with the Commission, as soon as practicable thereafter, but not later than the 30th day (or the 45th day in case of a Long-Form Registration) after the receipt of such a Request by Mobileye, a registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "“Demand Registration Statement”) covering such Registrable Securities. A request shall specify (i) the aggregate number of such Initiating Holders’ Registrable Securities requested to be registered in such Demand Registration", (ii) under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereofin connection with such Demand Registration, CAM to the extent then known, and (iii) the identity of the Initiating Holder. Mobileye shall promptly notify all Holders in writing (i) within 10 days of the receipt of such request and each such Holderrequest, in lieu of exercising its rights under Section 3 hereof may elect (by give written notice sent to the CAM within 10 Business Days from the date of such Holder's Demand Registration (the “Company Notice”) to all Holders other than the relevant Initiating Holder (the “Eligible Holders”) and to any other Person who holds shares of Mobileye Capital Stock entitled to be included therein pursuant to a contractual obligation (such other Persons, the “Other Holders”), (ii) use its commercially reasonable efforts to file a Registration Statement in respect of such Demand Registration within 30 days of receipt of the aforementioned notice from CAM) to have all or part request in case of such Holder's Registrable Securities included a Short-Form Registration and within 45 days of receipt of the request in such registration thereof pursuant to this Section 2case of a Long-Form Registration, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 belowiii) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeto become effective as soon as reasonably practicable thereafter. Mobileye shall include in such Registration all Registrable Securities that the Initiating Holder, the Eligible Holders and the Other Holders request to be included within the 10 Business Days following their receipt of the Company Notice.

Demand Registration. (a) At any time commencing at least 365 from and after 180 days after following the effective date of any registration statement covering the IPOhereof and subject to Section 2(c) hereof, after receipt of a written request from a Holder requesting that CAM the Company effect a registration (a "Demand RegistrationDEMAND REGISTRATION") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM Company within 10 ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from CAMthe Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM the Company shall, as expeditiously as is possible, but in any event no later than 30 thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 4 5 below) after receipt of a written request for a Demand Registration, file with the Commission SEC and use its commercially reasonable best efforts to cause to be declared effective, a registration statement (a "Demand Registration StatementDEMAND REGISTRATION STATEMENT") relating to all shares of Registrable Securities which CAM the Company has been so requested to register by such Holders ("Participating Demand HoldersPARTICIPATING DEMAND HOLDERS") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, providedPROVIDED, howeverHOWEVER, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number value of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of be at least US$85,000,000 10,000,000, based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is mademade or (ii) include all Registrable Securities which remain outstanding at such time.

Demand Registration. (a) At any time commencing at least 365 after one hundred eighty (180) days after following the effective date consummation of any registration statement covering the IPO, after receipt of a written request from for so long as any Registrable Securities are then outstanding, a Holder requesting or Holders holding in the aggregate at least twenty percent (20%) of the Registrable Securities then outstanding shall have the right to request that CAM effect the Company file and cause to become effective a Registration Statement with the SEC on the appropriate registration (a "Demand Registration") under the Securities Act covering form for all or part of the Registrable Securities held by such Holder Holder(s) once such Holder(s) are no longer subject to the lock-up applicable to them entered into in connection with the IPO (which specifies may be due to the expiration or waiver of such lock-up with respect to such Registrable Securities) (a “Demand Notice”) by delivering a written request to the Company specifying the number of Registrable Securities such Holder(s) wish to Register and the intended method of distribution thereof (a “Demand Registration” and the Holder(s) submitting such Demand Registration, the “Initiating Holder” or methods of disposition thereof“Initiating Holders”, CAM collectively). The Company shall promptly notify all Holders in writing (i) within 10 Business Days of the receipt of such request and each such Holderrequest, in lieu of exercising its rights under Section 3 hereof may elect (by give written notice sent of such Demand Registration (the “Company Notice”) to all Holders other than the CAM Initiating Holder(s) (the “Eligible Holders”), (ii) as soon as practicable, and in any event within forty-five (45) days of receipt of such request, file a Registration Statement in respect of such Demand Registration, provided that all necessary documents for the registration can be obtained and prepared within such 45-day period; and (iii) use its reasonable best efforts to cause such Registration Statement to become effective as soon as practicable thereafter. The Company shall include in such Registration all Registrable Securities that the Eligible Holders request to be included within the 10 Business Days from the date of such Holder's following their receipt of the aforementioned notice from CAM) to have all or part Company Notice. If the method of distributing the offering is an underwritten public offering, the Company may designate in its sole discretion, the managing underwriter for such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeoffering.

Demand Registration. (a) At Subject to the limitations contained in Section 10.7, at any time commencing at least 365 days after the effective earlier of the date that is (i) six months after the Qualifying Offering (as defined in the Investment Agreement) or (ii) October 16, 1997 if the Qualifying Offering has not occurred by such date, the Issuer shall be requested by holders of warrants exercisable for a majority of the Stock Units then issuable upon the exercise of all warrants issued to the Investors (as defined in the Investment Agreement) to effect the registration of any registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") its Restricted Securities under the Securities Act covering all or part of Act, the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM Issuer shall promptly notify all Holders in writing of the receipt give written notice of such request proposed registration to all holders of outstanding Restricted Securities and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM thereupon shall, as expeditiously as is possible, but in any event no later than use its best efforts to effect the registration under the Securities Act by filing pursuant to Rule 415 of the Securities Act a "shelf" registration statement on Form S-3 (or, if the staff at the SEC takes the position that Form S-3 is not available and holders of warrants exercisable for a majority of the Stock Units then issuable upon the exercise of all warrants issued to the Investors so request, on Form S-1) covering all Restricted Securities, the holder or holders of which shall have made written request to the Issuer for registration thereof within 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt the giving of a such written request for a Demand Registrationnotice by the Issuer, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) by the prospective Seller or Sellers of the Registrable Restricted Securities so registered, ; provided, howeverthat if Form S-3 is not available, that CAM the Issuer shall notify the holders of warrants in writing of such fact, which notice shall set forth the reasons therefor and the holders' right to request registration on Form S-1. Any registration statement filed on Form S-1 shall be maintained by the Issuer for a period of 45 continuous days and, if not so maintained shall not be required deemed to file a Demand Registration Statement and otherwise comply with count against the provisions number of effective registration statements pursuant to this Section 2 unless 10.3 permitted to be made by holders pursuant to Section 10.7. Upon the aggregate Issuer's request, the holder or holders making a request for registration shall promptly provide the Issuer with description of the intended method of disposition of such securities by the prospective Seller or Sellers. Sellers holding warrants exercisable for a majority of the Stock Units then issuable upon the exercise of all warrants issued to investors subject to such registration shall have the right to select the managing underwriter or underwriters for the offering of such Restricted Securities. In the case of an underwritten public offering of Restricted Securities to be so registered, if the managing underwriter advises that the number of securities to be so registered is too large a number to be reasonably sold, the Registrable Securities requested number of such securities sought to be registered (i) constitute at least 5% by each Seller shall be reduced, pro rata in proportion to the number of securities sought to be registered by all Sellers, to the Registrable Securities issued extent necessary to reduce the number of securities to be registered to the number recommended by the managing underwriter. From and outstanding as of after the date of this Agreement or (ii) have an aggregate minimum market value Agreement, the Issuer shall not, nor shall it allow the holders of at least US$85,000,000 based on the closing trading price any securities of the Class A Common Issuer to, include any of their securities in any registration statement filed by the Issuer pursuant to this Section 10 unless such inclusion will not reduce the amount of the Restricted Stock on the date the demand to file such Demand Registration Statement is madeincluded therein.

Demand Registration. (a) At any time commencing at least 365 On or after the Initial Registration Date, but in no event prior to 180 days after the effective date of any a registration statement covering filed by the IPOCompany in connection with an initial public offering of any Company Stock or other securities under the Act, after receipt of a then, upon written request from a Holder requesting of the Warrantholder that CAM the Company effect a the registration (a "Demand Registration") under the Securities Act covering of all or part a portion of the Registrable Securities held by such Holder which specifies and specifying the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM Company shall, as expeditiously as is possiblewithin fifteen (15) days after the Company has received such written notice, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission promptly commence and use its commercially reasonable best efforts to cause to be declared effectiveconsummate the registration under the Act of the Registrable Securities, a registration statement (a "Demand Registration Statement") relating to or such portion thereof, and of all shares of Registrable Securities other stock or securities which CAM the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) any other holder of the Registrable Securities so registered, Company's securities that is entitled to include securities in such registration (the "Warrant Demand Registration"); provided, however, that CAM (1) the Warrantholder shall not be required entitled to file a request only one (1) Warrant Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of Registration, provided that either (a) the Registrable Securities requested to be registered (i) included in such Warrant Demand Registration constitute at least 5twenty percent (20%) of the total number of Registrable Securities issued hereunder or (b) the anticipated gross receipts (before underwriters discounts and commissions and costs of such registration) from the offering exceed ten million dollars ($10,000,000), (2) a registration will not count as the permitted Warrant Demand Registration until it has become effective, (3) the Company may delay the filing of a registration statement under the Act as required by this Section 2.1.3. for a period of up to sixty (60) days after the request of the Warrantholder if the Board of Directors of the Company determines in good faith that such Warrant Demand Registration would be materially adverse to the interests of the Company, and in such event, the Warrantholder will be entitled to withdraw such request and such Warrant Demand Registration will not be counted as the Warrant Demand Registration hereunder (provided, however, that the Company shall not use this right more than once in any one hundred eighty (180) day period) and (4) the Company will not be required to effect a Warrant Demand Registration within six (6) months after the effective date of a registration in which Registrable Securities of the Warrantholder were included pursuant to Section 2.1.1. In the event that the Warrantholder exercises the demand registration right hereunder, and shares requested to be registered by Lycos in connection therewith are included in such registration on a pro rata basis with the Warrantholder's Registrable Securities, pursuant to section 11 of the letter agreement between Lycos and the Company dated March 9, 1998 or otherwise, account for thirty percent (30%) or more of the shares offered in such registered offering, then the Warrantholder shall have the right to one (1) additional Warrant Demand Registration hereunder. If the managing underwriter in connection with a Warrant Demand Registration determines prior to the effectiveness of the registration statement that the Warrantholder will be unable to sell at least 85% of the Registrable Securities issued that the Warrantholder initially requested to be included in such registration statement, then the Warrantholder may elect to withdraw the request prior to the effectiveness of such registration statement and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Warrant Demand Registration Statement is madewill not be counted as the Warrant Demand Registration hereunder.

Demand Registration. (a) At any time commencing after six months following the closing of the initial public offering (the "IPO") and until the fifth anniversary thereafter, the Initiating Holders may request in writing that all or part of the Registrable Shares shall be registered for trading on the Securities Exchange on which such Registrable Shares are listed. Within thirty (30) days after receipt of any such request, the Company shall give written notice of such request to the other Holders and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company's notice. Thereupon, the Company shall use its best efforts to effect the registration of all Registrable Shares as to which it has received requests for registration for trading on the Securities Exchange specified in the request for registration; provided, however, that the Company shall not be required to effect any registration under this Section 3: (i) within a period of one hundred and eighty (180) days following the effective date of a previous registration; or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at least 365 an aggregate price to the public (net of any underwriters' discounts or commissions) of less than US$20 million; or (iii) if the Initiating Holders propose to dispose of Registrable Shares that may be immediately registered on Form S-1 pursuant to a request made pursuant to Section 4 below; or (iv) during the period sixty (60) days prior to the Company's estimated date of filing of any registration statement pertaining to the securities of the Company, provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing of such registration statement is made in good faith. Notwithstanding any other provision of this Section 3, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares that may be included in the registration shall be allocated, first, to the Initiating Holders on a pro rata basis based on the total number of Registrable Shares held by such Initiating Holders; and second, to the remaining Holders, on a pro rata basis based on the total number of Registrable Shares held by such Holders. If the Company shall furnish to the Holders a certificate signed by the chairman of the Board (the "Chairman") stating that in the good faith judgment of the Board it would be materially detrimental to the Company or its shareholders for such registration statement to be effected at such 134 time, the Company shall have the right to defer the filing of such registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holders under this Section 3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to Section 3 and to become effective less than ninety (90) days after the effective date of any registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof requested pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration3. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM The Company shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of effect more than two (2) registrations under this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is made3.

Demand Registration. (ai) At Upon each notice to the Company by the Morgan Holders, IronBrxxx, xhe Prudential Holders or the 1818/Progressive/ML Holders requesting the registration of a specified number of their Registrable Securities, the Company shall, as promptly as practicable and in any time commencing at least 365 event not later than 90 days after the Company's receipt of such notice, prepare and file with the Commission under the Securities Act a Registration Statement (including by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement") if so requested in such notice (but, in the case of a shelf registration, only if the Company is then eligible to use such a shelf registration and if Form S-2 or Form S-3 (or any successor forms) is then available to the Company) with respect to the Registrable Securities to which such notice relates, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective at the earliest practicable date and to prepare and make available a Prospectus meeting the requirements of Section 10(a) of the Securities Act and providing for the method of disposition determined pursuant to Section 1(a)(ii) for such period as may be required by the Securities Act, but in no event beyond the period specified in Section 1(a)(iii); provided, that the Company will not be required to effect any such registration within the period beginning on the effective date of a Registration Statement filed by the Company on its behalf or for the account of any registration statement other Person covering a firm commitment Underwritten Offering and ending on the IPOlater of (A) 90 days after such effective date and (B) the expiration of any lock-up period required by the underwriters, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration"if any, in connection therewith. Subject to Section 1(a)(iii) under the Securities Act covering all or part below, each of the Registrable Securities held by such Holder which specifies Morgan Holders, the intended method or methods of disposition thereof1800/Xxxgressive/ML Holders, CAM shall promptly notify all the Prudential Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof IronBrand may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such make two requests for registration thereof pursuant to this Section 2, and such Holder shall specify in such notice 1(a)(i); provided that the number of Registrable Securities that such Holder elects permissible requests shall be increased as set forth in Sections 1(c)(ii)(A) and 1(c)(iv) and provided no such holders shall be entitled to include in make such registration. Thereupon CAM shall, as expeditiously as is possible, but in a request while any event no later other Registration Statement (other than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 belowShelf Registration Statement) after receipt of a written request for a Demand Registration, file with the Commission and use is on file prior to its commercially reasonable efforts becoming effective or within 90 days after such a Registration Statement has been declared effective or in the case of a Shelf Registration Statement while such registration is on file prior to cause being declared effective until 90 days after such Registration Statement ceases to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is made.

Demand Registration. (a) At Subject to the limitations and provisions set forth in this subsection 2.1(a) and subsections 2.1(b), 2.l(c) and 2.l(d) below, at any time commencing from and after the earlier of (A) June 8, 2007 or (B) one year following the closing of the Corporation's first firm-commitment underwritten initial public offering (the "Initial Public Offering"), the Required Preferred Holders may notify the Corporation in writing that such Required Preferred Holders desire for the Corporation to cause all or a portion of such Required Preferred Holders' Registrable Securities to be registered for sale to the public under the Securities Act; PROVIDED, HOWEVER, that the Required Preferred Holders shall not be entitled to request that the Corporation register Registrable Securities for sale to the public pursuant to this subsection 2.l(a) at least 365 days any time within six months after the effective date of a registration statement filed by the Corporation in connection with a public offering in which the Preferred Holders shall have been entitled to join pursuant to this subsection 2.l(a) or subsections 2.2 or 2.3 hereof. Upon receipt of such written request by the Required Preferred Holders, the Corporation shall promptly notify in writing all other Holders of such request, and such other Holders shall have a period of ten Business Days following such notice from the Corporation to notify the Corporation in writing whether such other Holders, or any of them, desire to have Registrable Securities held by them registered for sale to the public under the Securities Act. Thereafter, subject to the conditions, limitations and provisions set forth below in this subsection 2.l(a) and in subsections 2.1(b), 2.1(c) and 2.1(d) hereof, the Corporation shall, promptly following the expiration of such ten Business Day period, prepare and file, and use its best efforts to prosecute to effectiveness, an appropriate filing with the Commission of a registration statement covering the IPO, after receipt all of a written request from a Holder requesting that CAM effect a those Registrable Securities with respect to which registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof has been requested pursuant to this Section 2subsection 2.l(a). Notwithstanding anything to the contrary in this subsection 2.l(a), and such Holder the Corporation shall specify in such notice have no obligation of any kind whatsoever with respect to any request to register Registrable Securities under the Securities Act pursuant to this subsection 2.l(a) unless the aggregate probable gross proceeds to the selling Holders for the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (ifor sale to the public pursuant to this subsection 2.l(a) constitute is at least 5% $10,000,000 (as determined by the Board of Directors of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeCorporation).

Demand Registration. (a) At any time commencing at least 365 days after time, the effective date Majority Holders may request in writing that the Company effect the registration under the 1933 Act of any registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering or all or part of the Registrable Securities held by such Holder requesting Holders, which specifies notice shall specify the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such Registrable Securities. Except as otherwise provided herein, the Company shall prepare and (within 90 days after such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect has been given) file with the SEC a registration statement with respect to (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAMx) to have all or part of such Holder's Registrable Securities included in such registration thereof request and (y) all Registrable Securities included in any request delivered by the Requesting Holders pursuant to this Section 22.01(f), and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and thereafter use its commercially reasonable efforts to cause to be declared effective, a effect the registration statement (a "Demand Registration Statement") relating to all shares under the 1933 Act and applicable state securities laws of such Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereofof disposition stated in such request (which requested method of disposition may be a Rule 415 Offering, as aforesaid) of provided that the Registrable Securities so registered, provided, however, that CAM Company shall not be required to file maintain the effectiveness of a Demand Registration Statement and otherwise comply registration statement relating to a Rule 415 Offering to the extent the securities included in such registration cease to be Registrable Securities); provided further that the Company shall not be obligated to effect any such registration pursuant to this Section 2.01(a) (i) during the period starting with the provisions date of this Section 2 unless filing of, and ending on the aggregate number date 90 days following the effective date of, a registration statement pertaining to a public offering initiated or requested by the Company or any stockholder other than a Holder, (ii) if within 30 days of receipt of a written request from the Requesting Holders, the Company gives notice to the Requesting Holders of the Company’s intention to make a public offering within 90 days for the Company’s account (provided that in such case, the Company shall, subject to Section 2.02(c) and Section 2.02(d), use its reasonable efforts to include in the registration relating to such public offering all Registrable Securities requested to be registered (iincluded by any Holder pursuant to Section 2.02(a) constitute and, in the event Section 2.02(c) or Section 2.02(d) applies to such registration, shall include in such registration a number of such Registrable Securities that is equal to at least 515% of the shares of Common Stock (on an as-converted basis, with respect to securities convertible into or exchangeable for Common Stock to be included in such registration) that the Company is registering pursuant to such registration), (iii) if the Requesting Holders propose to sell Registrable Securities issued and outstanding as pursuant to such registration statement at an aggregate price to the public of less than $500,000 or (iv) if the Company furnishes to the Requesting Holders a certified resolution of the date Board of this Agreement Directors stating that in the Board of Directors’ good faith judgment it would be materially prejudicial (a “Materially Prejudicial Condition”) to the Company for such a registration statement to be filed and become effective, and, if requested by the Requesting Holders (and subject to their entering into a customary confidentiality obligation as to such information), setting forth in reasonable detail the general reasons for such judgment. The Company shall also be able to suspend the use of, or (ii) have an aggregate minimum market value withdraw and terminate the effectiveness of, any effective registration statement by furnishing the Holders with a certified copy of at least US$85,000,000 based on the closing trading price such resolution of the Class A Common Stock Board of Directors as to a Materially Prejudicial Condition. Upon receipt of such certified copy, the Holders shall immediately discontinue use of the prospectus contained in such registration statement and, if so directed by the Company, the Holders shall deliver to the Company all copies, other than permanent file copies, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company shall promptly deliver to each Requesting Holder or Holders, as applicable, written notice of the non-existence of any Materially Prejudicial Condition with respect to which the Company previously furnished notice. Neither the filing nor the effectiveness of any such registration statement may be delayed, or the use of the prospectus contained in any such registration statement suspended, for a period in excess of 90 days due to the occurrence of any particular Materially Prejudicial Condition and the Company may exercise its delay or suspension rights on only one occasion in connection with any registration request under Section 2.01 in any twelve-month period. If requested by the date Initial Requesting Holders, the demand Company shall, if any registration statement shall have failed to have been filed or shall have been suspended, withdrawn or terminated because of a Materially Prejudicial Condition, promptly after such time as the Materially Prejudicial Condition no longer exists or, if earlier, at the end of the 90-day period following the occurrence of such Materially Prejudicial Condition, file the unfiled registration statement, a post-effective amendment to the suspended registration statement and/or an amended or supplemented prospectus thereto, or a new registration statement covering the Registrable Securities that were covered by such Demand Registration Statement unfiled, suspended or withdrawn or terminated registration and maintain the effectiveness thereof for such time as is maderequired under this Agreement.

Demand Registration. (a) At any time commencing Commencing on the Closing Date, the holders of at least 365 days after sixty-six and two-thirds percent (662/3%) of the effective date aggregate number of (i) Shares that were sold to Purchasers in the Transaction, (ii) Warrant Shares that are issuable upon exercise of the Warrants and (ii) Warrant Shares that are issuable upon exercise of the Agent Warrants (collectively, the “Registrable Securities”) shall have the right to request registration under the Securities Act for all or any registration statement covering portion of the IPO, Registrable Securities upon the terms and conditions set forth in this Section 1(a). Promptly after receipt of a written request from a Holder requesting that CAM effect a for registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 21(a) the Company shall notify each registered holder of Shares, and Warrants or Agent Warrants (a “Holder”) in writing of such Holder shall specify request for registration except to the extent that such Holder’s Registrable Securities were included in the demand. Upon receipt of such notice from the number Company (the “Company Notice”), the Holder or the Holder’s agent may give the Company a written request to register all or some of Registrable Securities the Holder’s Shares in the Registration Statement described in the Company Notice (the “Demand Notice”), provided that such Holder elects Demand Notice is given within ten (10) days after the date on which the Company Notice is given (with such request stating (i) the amount of Shares to include in be included and (ii) any other information reasonably requested by the Company to properly effect the registration of such registrationShares). Thereupon CAM The Company shall, as expeditiously soon as practicable after the date on which the Company Notice is possiblegiven, but use its best efforts to file a Registration Statement with the Securities and Exchange Commission (the “SEC”) covering the Shares specified in the Demand Notice and in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with from any other Purchaser received by the Commission Company within ten (10) days of the date on which the Company Notice is given and will use its commercially reasonable best efforts to cause the Registration Statement to become effective. No right to registration of Shares under this Section 1(a) shall be declared effective, a construed to limit any registration statement (a "Demand Registration Statement"required under Section 1(b) relating hereof. The obligations of the Company under this Section 1(a) shall expire after the Company has afforded the Holders the opportunity to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders"exercise registration rights under this Section 1(a) for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeone registration.

Demand Registration. (a) At any time commencing after six months following the closing of the initial public offering (the "IPO") and until the fifth anniversary thereafter, the Initiating Holders may request in writing that all or part of the Registrable Shares shall be registered for trading on the Securities Exchange on which such Registrable Shares are listed. Within thirty (30) days after receipt of any such request, the Company shall give written notice of such request to the other Holders and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company's notice. Thereupon, the Company shall use its best efforts to effect the registration of all Registrable Shares as to which it has received requests for registration for trading on the Securities Exchange specified in the request for registration; provided, however, that the Company shall not be required to effect any registration under this Section 3: (i) within a period of one hundred and eighty (180) days following the effective date of a previous registration; or (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at least 365 an aggregate price to the public (net of any underwriters' discounts or commissions) of less than US$20 million; or (iii) if the Initiating Holders propose to dispose of Registrable Shares that may be immediately registered on Form S-1 pursuant to a request made pursuant to Section 4 below; or (iv) during the period sixty (60) days prior to the Company's estimated date of filing of any registration statement pertaining to the securities of the Company, provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing of such registration statement is made in good faith. Notwithstanding any other provision of this Section 3, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares that may be included in the registration shall be allocated, first, to the Initiating Holders on a pro rata basis based on the total number of Registrable Shares held by such Initiating Holders; and second, to the remaining Holders, on a pro rata basis based on the total number of Registrable Shares held by such Holders. If the Company shall furnish to the Holders a certificate signed by the chairman of the Board (the "Chairman") stating that in the good faith judgment of the Board it would be materially detrimental to the Company or its shareholders for such registration statement to be effected at such time, the Company shall have the right to defer the filing of such registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holders under this Section 3; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to Section 3 and to become effective less than ninety (90) days after the effective date of any registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof requested pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration3. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM The Company shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of effect more than two (2) registrations under this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is made3.

Demand Registration. (a) At any time commencing at least 365 after 180 days after the initial public offering of the Common Stock pursuant to an effective date of any registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part Act, the holders of at least a majority of the Registrable Securities held by may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities in the manner specified in such Holder which specifies request. Upon receipt of such request, the intended method or methods of disposition thereof, CAM Company shall promptly deliver notice of such request to all Stockholders holding Registrable Securities who shall then have thirty (30) days to notify all Holders the Company in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent their desire to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities be included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shallIf the request for registration contemplates an underwritten public offering, as the Company shall state such in the written notice and 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 extent provided herein. The Company will use its best efforts to expeditiously as is possible, effect (but in any event no later than 30 forty-five (45) days (excluding any days which occur during a permitted Blackout Period under Section 4 belowafter such request) after receipt the registration of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by whose holders request participation in such Holders ("Participating Demand Holders") for saleregistration under the Securities Act, but only to the extent required to permit the disposition (provided for in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, this Agreement; provided, however, that CAM the Company shall not be required to file effect registration pursuant to a Demand Registration Statement and otherwise comply with the provisions of request under this Section 2 unless more than three (3) times for the aggregate number holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (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 Registrable Securities 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 be registered (i) constitute such registration has been declared effective by the Commission at least 5% the request of the initiating shareholders; provided, however, that a majority in interest of the participating holders of Registrable Securities issued and outstanding as of may request, in writing, that the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is made.Company withdraw a registration statement which has been filed under this

Demand Registration. (a) At any time commencing at least 365 days after during the effective date of Warrant Exercise Term, any registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration "Majority Holder" (a "Demand Registration"as such term is defined in Section 7.4(d) under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registeredshall have the right (which right is in addition to the piggyback registration rights provided for under Section 7.3 hereof), providedexercisable by written notice to the Company (the "Demand Registration Request"), howeverto have the Company prepare and file with the Commission on one occasion, that CAM shall not be required to file at the sole expense of the Company (except as provided in Section 7.5(b) hereof), a Demand Registration Statement and otherwise such other documents, including a prospectus, as may be necessary (in the opinion of both counsel for the Company and counsel for such Majority Holder) in order to comply with the provisions of this Section 2 unless the aggregate number Act, so as to permit a public offering and sale of the Registrable Securities requested by the holders thereof; provided that the Company shall not be obligated to effect any such registration if the Company shall furnish to the Majority Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it is currently entering into a transaction for which a Form 8-K, including financial statements, will need to be registered filed with the Commission, in which event the Company shall have the right to defer the filing of the registrations statement for a period of not more than ninety (i90) constitute at least 5% days after receipt of the request of the Majority Holder under this Section 7.4(a). The Company shall use its best efforts to cause the Registration Statement to become effective under the Act, so as to permit a public offering and sale of the Registrable Securities issued and outstanding as by the holders thereof. Once effective, the Company will use its best efforts to maintain the effectiveness of the Registration Statement until the earlier of (i) the date that all of this Agreement the Registrable Securities have been sold or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand holders thereof receive an opinion of counsel to file such Demand Registration Statement is madethe Company that all of the Registrable Securities may be freely traded without registration under the Act, under Rule 144(k) promulgated under the Act or otherwise.

Demand Registration. Commencing 180 days after the Initial Public Offering, Investors holding at least 20%, in the aggregate, of the Registrable Securities then outstanding (adetermined in accordance with Section 2(b)) At may at any time commencing make a written request for registration of not less than 10% of the Registrable Securities then held by all of the holders of Registrable Securities under the Securities Act, and under the securities or blue sky laws of any jurisdiction reasonably designated by such Investors (collectively, the “Demanding Holders”); provided, that (i) subject to Section 3(c) below, the Company will not be required to effect more than three registrations at least 365 days after the request of the Investors pursuant to this Section 3(a), (ii) the Company will not be required to effect such registration within the period beginning on the effective date of any a registration statement to be filed by the Company or on its behalf covering a firm commitment underwritten public offering and ending on the IPOexpiration of any lock-up period (not to exceed one hundred eighty (180) days following the effective date of such registration statement) required by the underwriters, after receipt of a written request from a Holder requesting that CAM (iii) the Company will not be required to effect any such registration if the Company has effected a registration pursuant to this Section 3 within the twelve (12) month period immediately prior to such registration request and (iv) if the Company shall furnish to such holders a "Demand Registration"certificate signed by the Chairman of the Board of Directors of the Company stating that in good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation pursuant to Section 3(a) under hereof to file a registration statement with the Securities Act covering all or part of Commission relating to the Registrable Securities held by such Holder as to which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect for a Demand Registration relates shall be deferred for a period not to exceed ninety (by written notice sent to the CAM within 10 Business Days 90) days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, request; provided, however, that CAM shall the Company may not be required to file a Demand Registration Statement and otherwise comply with the provisions of utilize this Section 2 unless the aggregate number of the Registrable Securities requested to be registered right more than once in any twelve (i12) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is mademonth period.

Demand Registration. (a) At any time commencing at least 365 days after and from time to time following the effective date expiration of any registration statement covering the IPOLock-Up Period, after receipt of a written the Shareholder may request from a Holder requesting in writing (“Request”) that CAM effect a registration (a "Demand Registration") the Company register under the Securities Act covering all or part of the Registrable Securities held that are Beneficially Owned by such Holder which specifies the intended method Shareholder or methods of disposition thereofits Affiliates (a) on a Registration Statement on Form S-3 or other available form (a “Demand Registration”) or (b) on a Shelf Registration Statement covering any Registrable Securities (or otherwise designating an existing Shelf Registration Statement with the SEC to cover the Registrable Securities) (a “Shelf Registration”), CAM shall promptly notify all Holders in writing each case, covering the sale or distribution of the Registrable Securities from time to time by the Shareholder, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, including by way of underwritten offering, block sale or other distribution plan designated by the Shareholder. Upon receipt of such request and each such Holderany Request, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder Company shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously promptly as is possible, practicable but in any event no not later than 30 the date that is thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt by the Company of a written request for a Demand Registrationsuch Request, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 Agreement, file a Registration Statement with the SEC covering all such Registrable Securities, in accordance with the method or methods of distribution thereof elected by the Shareholder. In the event that any such Request involves a Hedging Arrangement in which the counterparty to the Shareholder uses the Shelf Registration Statement to effect short sales of Registrable Securities, the consent of the Company shall be required in connection with such Request, such consent not to be unreasonably withheld, delayed or conditioned. The Shareholder shall be entitled to make no more than four (4) Requests in any twelve-month period and eight (8) Requests in the aggregate (it being understood that each underwritten offering under this Agreement shall count as a Request, even if such offering is conducted pursuant to a Shelf Registration Statement, unless the Shareholder withdraws its request in the circumstances described in the second sentence of Section 5.6), and each such Request shall be to register an amount of Registrable Securities having an aggregate value of at least $50,000,000. The Company shall not be obligated to effect a Demand Registration during the sixty (60) day period following the effective date of a Registration Statement pursuant to any other Demand Registration. Each Request pursuant to this Section 5.1 shall be in writing and shall specify the number of the Registrable Securities requested to be registered (i) constitute at least 5% and the intended method of distribution of such Registrable Securities. Nothing in this Article 5 shall affect, supersede or otherwise modify any of the Registrable Securities issued and outstanding as of the date restrictions on Transfer set forth in Article 2 or any other provision of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeAgreement.

Demand Registration. (a) At any time commencing beginning nine (9) months following the closing of the IPO and until the fifth anniversary thereafter, the Initiating Holders may request in writing that all or part of the Registrable Shares shall be registered for sale under the Securities Act. Any such demand must request the registration of shares in a minimum amount of five million United States dollars ($5,000,000). Within twenty (20) days after receipt of any such request, the Company shall give written notice of such request to the other Holders and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company's notice. Thereupon, the Company shall effect the registration of all Registrable Shares as to which it has received requests for registration for sale under the Securities Act specified in the request for registration; provided, however, that the Company shall not be required to effect any registration under this Section 1.3 within a period of one hundred and eighty (180) days following the effective date of a previous registration. Notwithstanding any other provision of this Section 1.3, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by shareholders other than the Holders, then shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, shares held by the Holders (pro rata to the respective number of Registrable Shares required by the Holders to be included in the registration); provided, however, that in any event all Registrable Shares must be included in such registration prior to any other shares of the Company. The Company shall not register securities for sale for its 70 own account in any registration requested pursuant to this Section 1.3 unless permitted to do so by the written consent of Holders who hold at least 365 seventy-five percent (75%) of the Registrable Shares as to which registration has been requested. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to Section 1.3 and to become effective less than one hundred twenty (120) days after the effective date of any registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof requested pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration1.3. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM The Company shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of effect more than two (2) registrations under this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is made1.3.

Demand Registration. (ai) At If the Company (i) is in violation of its obligation to file a Shelf Registration Statement pursuant to Section 2(a) and the terms of the Plan or (ii) following the effectiveness of the Shelf Registration Statement contemplated by Section 2(a), thereafter ceases to have an effective Shelf Registration Statement during the Shelf Period (other than during any time commencing at least 365 days after Suspension Period), subject to the effective date terms and conditions of this Agreement (including Section 2(b)(iii)) and without limiting any registration statement covering remedies that may be available to pursue such violation in the IPOBankruptcy Court or otherwise, after receipt of upon written notice to the Company (a written request from “Demand Request”) delivered by a Qualified Holder requesting that CAM the Company effect a the registration (a "“Demand Registration"”) under the Securities Act covering of any or all or part of the Registrable Securities held beneficially owned by such Holder which specifies Qualified Holder(s), the intended method or methods of disposition thereof, CAM Company shall promptly notify all Holders in writing give a notice of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect Demand Request (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAMa “Demand Notice”) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number other Holders of Registrable Securities that (which notice shall state the material terms of such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a proposed Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required known). Such Demand Notice shall be given not more than ten (10) Business Days and not less than five (5) Business Days, in each case prior to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) expected date of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a public filing of the registration statement (the “Demand Registration Statement and otherwise comply with Statement”) for such Demand Registration. Subject to the provisions of this Section 2 unless 2(a)(iv) and Section 2(e) below, the aggregate number Company shall include in such Demand Registration all Registrable Securities that are Company Common Shares with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the later of the Registrable Securities requested to be registered Company (i) constitute at least 5% of the Registrable Securities issued giving the Demand Notice and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on five (5) Business Days prior to the closing trading price actual public filing of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeStatement. Nothing in this Section 2(b) shall relieve the Company of its obligations under Section 2(a).

Demand Registration. (a) At any time commencing after 180 days after the date on which the Company becomes subject to Section 13 or Section 15(d) of the Exchange Act, the holders of at least 365 fifty percent (50%) of the Registrable Securities may request the Company register under the Securities Act the Registrable Securities held by such requesting holders in a firm commitment underwritten public offering or any other method of distribution (including offerings involving a delayed or continuous offering pursuant to Rule 415 under the Securities Act); provided, however, that the holders of Registrable Securities shall be entitled under this Section 2 to no more than the number of shares of Common Stock sufficient to yield net proceeds equal to the aggregate number of Registrable Securities multiplied by the per share initial public offering price multiplied by 0.33 ("Minimum Demand Proceeds"); provided further however, that if the underwritten public offer (or other method of distribution) does not yield the Minimum Demand Proceeds, the holders of Registrable Securities shall be entitled to request additional registrations until the holders of Registrable Securities shall have yielded the Minimum Demand Proceeds. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. The right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering (or such other method of distribution) and the inclusion of their Registrable Securities in the underwritten public offering (or such other method of distribution) to the extent provided herein. The Company will use its best efforts to expeditiously effect the registration of all Registrable Securities whose holders request participation in such registration under the Securities Act and shall keep such registration effective until the Registrable Securities thereunder shall have been sold, but only to the extent provided for in the following provisions of this Agreement; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than one (1) time for the holders of the Registrable Securities as a group; provided further however, that if a registration statement does not include the number of Registrable Securities requested by the holders thereof to be included in such registration statement, it shall not be counted as a registration statement initiated pursuant to this Section 2. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within 180 days after the effective date of any a registration statement filed by the Company covering a firm commitment underwritten public offering in which the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number holders of Registrable Securities that such Holder elects shall have been entitled to include join pursuant to Section 3 and in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to there shall have been effectively registered all shares of Registrable Securities as to which CAM has registration shall have been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is maderequested.

Demand Registration. (a) At any time commencing after the publication by the Parent of financial results covering at least 365 30 days after of post Merger combined operations, upon written notice from the effective date of any registration statement covering Representatives (as hereinafter defined) in the IPO, after receipt of a written request from a Holder manner set forth in Section 11(h) hereof requesting that CAM the Parent effect a the registration (a "Demand Registration") under the Securities Act covering of any or all or part of the Registrable Securities held by such Holder Securities, which specifies notice shall specify the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such HolderRegistrable Securities, the Parent shall use its reasonable best efforts to effect, in lieu the manner set forth in Section 5, the registration under the Securities Act of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date all of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereofof disposition stated in such request, as aforesaidprovided that: (i) if, within 5 business days of receipt of a registration request pursuant to this Section 2(a), Parent is advised in writing (with a copy to the Holder requesting registration) by the lead underwriter of the Registrable Securities so registeredproposed offering described below that, providedin such firm's good faith opinion, howevera registration at the time and on the terms requested would materially and adversely affect any immediately planned offering of securities by Parent as to which Parent was In Registration prior to receipt of notice requesting registration pursuant to this Section 2(a) (a "Transaction Blackout"), that CAM Parent shall not be required to effect a registration pursuant to this Section 2(a) until the earliest of (A) the abandonment of such offering or (B) 120 days after receipt by the Holder requesting registration of the lead underwriter's written opinion referred to above in this subsection (i)); (ii) if, while a registration request is pending pursuant to this Section 2(a), Parent has determined in good faith that the filing of a registration statement would require the disclosure of material non-public information that Parent has a bona fide business purpose for preserving as confidential, Parent shall not be required to effect a registration pursuant to this Section 2(a) until the earlier of (1) the date upon which such material information is otherwise disclosed to the public or ceases to be material or Parent is able to so comply with applicable SEC requirements, as the case may be, and (2) 90 days after Parent makes such good-faith determination; (iii) Parent shall not be obligated to file a Demand Registration Statement registration statement relating to a registration request pursuant to this Section 2: (A) if such registration request is for a number of Registrable Securities with a then market value of less than $150 million or (B) more than 36 months have elapsed since the Effective Time; (iv) at least four months have elapsed since the last request made by the Representatives on behalf of any Holders; and otherwise comply with the provisions of (v) no more than three demands under this Section 2 shall be required to be honored. (b) Notwithstanding any other provision of this Agreement to the contrary: (i) a registration requested on behalf of a Holder pursuant to this Section 2, shall not be deemed to have been effected (and, therefore, not requested for purposes of subsection 2(a)), (A) unless the aggregate number registration statement filed with respect to such Holder's Registrable Securities has become effective or (B) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, all of the Registrable Securities requested to be registered cannot be distributed in accordance with the plan of distribution set forth in the related registration statement or (iC) constitute if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied (other than by reason of an act or omission by such Holder) or waived by the underwriters; and (ii) a registration requested by a Holder pursuant to this Section 2 and later withdrawn at least 5% the request of such Holder shall be deemed to have been effected (and, therefore, requested for purposes of Section 2(a)), whether withdrawn by the Holder prior to or after the effectiveness of such requested registration, unless such request is withdrawn by a Holder prior to the filing of a registration statement with the SEC; and (c) In the event that any registration pursuant to this Section 2 shall involve, in whole or in part, an underwritten offering, a Holder shall have the right to designate an underwriter reasonably satisfactory to Parent as a co-manager of such underwritten offering and Parent shall have the right to designate the lead underwriter reasonably satisfactory to the Holder of such underwritten offering. (d) Parent shall have the right to cause the registration of additional securities for sale for the account of any person (including Parent) in any registration of Registrable Securities requested by a Holder pursuant to Section 2(a); provided that Parent shall not have the right to cause the registration of such additional securities if such person is advised in writing (with a copy to the Parent) by the lead underwriter that, in such firm's good faith opinion, registration of such additional securities would materially and adversely affect the offering and sale of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file then contemplated by such Demand Registration Statement is madeHolder. 3.

Demand Registration. (a) At any time commencing at least 365 days after the effective date of any registration statement covering the IPO, after After receipt of a written request from a Holder one or more Holders requesting that CAM the Company effect a registration (a "Demand Registration") under the Securities Act covering all or part of the New Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof 4 hereof, may elect (by written notice sent to the CAM Company within 10 ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from CAMthe Company) to have all or part of such Holder's New Registrable Securities included in such registration thereof pursuant to this Section 23, and such Holder shall specify in such notice the number of New Registrable Securities that such Holder elects to include in such registration. Thereupon CAM Thereupon, the Company shall, as expeditiously as is possible, but in any event no later than 30 thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 4 6 below) after receipt of a written request for a Demand Registration, file with the Commission SEC and use its commercially reasonable best efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of New Registrable Securities which CAM that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, ; provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number value of the Registrable Securities requested to be registered (i) constitute be at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 $10,000,000, based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is mademade or (ii) be at least 20% of the New Registrable Securities initially issuable upon exercise of the Warrants.

Demand Registration. (ai) At any time commencing at least 365 days on or after the effective date of any hereof, the Purchaser, provided the registration statement covering rights hereunder have not lapsed as set forth in Section 7.6(i) hereof, may demand in writing that the IPO, after receipt of a written request from a Holder requesting that CAM Company effect a registration (a "Demand Registration") under the Securities Act covering of all or part any portion (but not less than Shares with an aggregate fair market value of $1,000,000); provided, however, that the Purchaser may request registration of any amount of Registrable Securities held by such Holder which specifies where the intended method or methods of disposition thereof, CAM shall promptly notify request relates to all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's remaining Registrable Securities included for the purpose of sale in the manner specified in such registration thereof pursuant to this Section 2, and such Holder demand. Such demand shall also specify in such notice the number of Registrable Securities that the Purchaser wishes to have so registered. The Company shall, within 10 days of receipt of such Holder elects demand, give written notice of such demand to all other holders of the Company's securities with contractual rights on a pari passu basis to have such securities registered under the Securities Act. Any such holder may, within 30 days of its receipt of such notice from the Company, give a written notice (the "Inclusion Notice") to the Company specifying the number of the Company's securities which such holder wishes to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, The Company shall prepare and file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares on any available form of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") registration statement, for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) public sale of the Registrable Securities so registered, as soon as practicable; provided, however, that CAM if the Company shall not be required furnish to the holders of Registrable Securities (including the Purchaser, the "Participating Holders") a certificate signed by the Chairman or President of the Company stating that in the good faith judgment of the Board of Directors of the Company, that such Demand Registration would materially interfere with, or require premature disclosure of, any material financing, acquisition, reorganization or other material transaction involving the Company or any of its Subsidiaries, then the Company's obligation to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested registration statement shall be deferred for a reasonable period not to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of exceed 180 days from the date of such request, but in no event more than 180 days during any 24 month period. Upon written notice from the Company to the Participating Holders delivered within 30 days of a demand to register Registrable Securities under this Agreement Section 7.6(a), the Purchaser's right to demand registration pursuant to this Section 7.6(a) shall be suspended during the period commencing 90 days before the date estimated in writing by the Company to be the date of filing of a registration statement, and ending six months following the effective date (or (iiwithdrawal date) have of a registration statement, for an aggregate minimum market value of at least US$85,000,000 based on the closing trading price underwritten public offering of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeStock.

Demand Registration. (a) At Whenever the Company, at any time commencing at least 365 days after the effective date of any registration statement covering the IPOhereof, after receipt of shall receive a written request from a Holder requesting that CAM effect a registration therefor (a "Demand RegistrationDemand") from the Holder or Holders of an aggregate of at least a fifty-one (51 %) percent of the outstanding Warrants (based on the number of shares which may be purchased on exercise) and Registrable Shares, taken together, the Company shall promptly prepare and file with the Securities and Exchange Commission, not later than the (60th) day after the Company receives such request (the "Filing Deadline"), a registration statement under the Securities Act covering all or part of the Registrable Securities held sale by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt number of Registrable Shares which are the subject of such request and each shall use its best efforts to cause such Holderregistration statement to promptly become effective and to remain effective for at least nine months or, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have if sooner, until all or part of such Holder's Registrable Securities Shares included in such registration have been sold by the Holder(s) thereof. In addition, upon its receipt of such request, the Company shall give prompt written notice to all other Holders that such registration is to be effected. The Company shall also include in such registration statement such number of Registerable Shares which it has received written requests to register the sale thereof by such other Holders within 20 days after the Company's written notice to such other Holders. If a registration statement filed pursuant to a Demand under this paragraph (b) becomes effective and remains effective for at least 90 days (whether or not consecutive) during the nine month period following the date of initial effectiveness, the Company shall not be required to file any additional registration statements pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registrationparagraph (b). Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM The Company shall not be required to file a registration statement under this paragraph (b) with respect to any Demand Registration Statement and otherwise comply with received after January 31, 2002. Notwithstanding the foregoing provisions of this Section 2 unless paragraph (b) to the aggregate number contrary, if (i) after receiving a Demand the Company files a Company-initiated registration statement, prior to the Filing Deadline, for a registration in which the Holders are entitled to participate pursuant to the foregoing paragraph (1) (a) "Piggyback Registration Statement"), (ii) the Company complies with the foregoing paragraph (1) in connection with such Piggyback Registration Statement, and (iii) the Piggyback Registration Statement includes the registration of all the Registrable Securities Shares requested to be registered (i) constitute at least 5% of by the Registrable Securities issued and outstanding as of Holders pursuant to such Demand, then the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand Company shall not be required to file a registration statement under this paragraph pursuant to such Demand Demand. Any such Piggyback Registration Statement is madeshall not constitute a registration statement filed pursuant to a Demand under this paragraph (b).

Demand Registration. At any time after the date hereof and prior to the Expiration Date, the Warrantholders and holders of Warrant Shares issuable upon the exercise thereof may require the Corporation to effect the registration of shares issued or issuable upon exercise of Warrants pursuant to this Section 4.04 on a registration statement on Form S-3 or a successor form thereto (or such other short-form registration statement adopted by the Commission for which the Corporation may be eligible). Notwithstanding the foregoing, if the Corporation is not entitled to use Form S-3 or any successor form thereto for any reason other than that the Corporation has not been subject to Section 12 or 15(d) of the Exchange Act for the required length of time, the Company shall effect such registration under this Section 4.04 on such other registration form available to the Corporation under the Act, including, without limitation, Form S-1. The right to request registration under this Section 4.04 may be exercised on only one occasion unless such request is withdrawn in accordance with the terms hereof and shall be exercised for an aggregate of at least 30% of the Warrant Shares (as determined as of the date hereof but as subsequently adjusted as provided herein). A continuous or delayed registration may be demanded pursuant to this Section 4.04. These demand registration rights may only be exercised if the holders of a majority of the Warrants and/or Warrant Shares (the "Majority Holders") shall give notice to the Corporation to the effect that Warrantholders and/or holders of Warrant Shares intend to (i) transfer all or any part of the shares issuable upon exercise of Warrants or (ii) exercise all or any part of the Warrant and transfer all or any part of the shares issuable upon exercise of Warrants under such circumstances that a public distribution (within the meaning of the Act) of the Warrant Shares will be involved, in which case the Corporation (A) within 10 days after receipt of such notice shall give written notice of the proposed registration pursuant to this Section 4.04 to the other Warrantholders and holders of Warrant Shares and (B) within 45 days after receipt of such notice from such Majority Holders, shall file a registration statement pursuant to the Act to the end that all Warrant Shares the holders of which requested registration thereof either pursuant to the original notice from such Majority Holders given pursuant to this sentence or by written notice given to the Corporation during the 40-day period following the original notice to the Corporation by the Majority Holders, may be sold under the Act as promptly as is practicable thereafter. If the managing underwriter for any offering made pursuant to this Section 4.04 (who shall be selected by Corporation, subject to the consent of the Majority Holders, which consent shall not be unreasonably withheld) advises the Corporation in writing that, in its opinion, the inclusion of all of the Warrant Shares requested to be included in such registration by the Warrantholders and holders of Warrant Shares would materially adversely affect the distribution of all such securities, then (a) At there shall be included in such registration Warrant Shares pro rata based on the number of shares originally proposed to be registered by each Warrantholder or holder of Warrant Shares or (b) any time commencing Warrantholder or holder of Warrant Shares may, at least 365 its sole option, delay its offering and sale for a period not to exceed 120 days after the effective date of such registration as such managing underwriter shall reasonably request. In the event of such delay, the Corporation shall use its reasonable efforts to effect any registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") or qualification under the Securities Act covering all and the securities or part blue sky laws of any jurisdiction as may be necessary to permit such prospective seller to make its proposed offering and sale following the end of such period of delay. A registration will not count as a demand registration under this Section 4.04 until it has become effective and remained effective until the earlier of (x) the end of the Registrable Securities held by such Holder which specifies 180 day period set forth in Section 4.05(a) below and (y) the intended method or methods of disposition thereof, CAM shall promptly notify date all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities Warrant Shares included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has have been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madesold.

Demand Registration. The Company, upon written demand (aa “Demand Notice”) At any time commencing of the Holder(s) of at least 365 days after 51% of the effective date total Registrable Securities underlying all outstanding Purchase Options (“Majority Holders”) agrees to register (a “Demand Registration”), under the Securities Act on no more than two occasions, all or any portion of any the Registrable Securities so long as such registration is with respect to at least thirty-three percent (33%) of the Registrable Securities (or a lesser percent if the anticipated aggregate offering price, net of selling expenses, would exceed $5 million). For the avoidance of doubt, in the event that more than one Purchase Option is issued as compensation to an underwriter of the Company in the Offering, a Demand Registration may be made only upon written demand of the Holders of at least 51% of the total Registrable Securities underlying all outstanding Purchase Options. On such occasion, the Company will file a registration statement covering the IPO, Registrable Securities within sixty (60) days after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission Notice and use its commercially reasonable efforts to cause to be declared effective, a have such registration statement (a "Demand Registration Statement") relating declared effective promptly thereafter, subject to all shares of Registrable Securities which CAM has been so requested to register compliance with review by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, Commission; provided, however, that CAM the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement or in the Company’s good faith estimate it plans to file a registration statement within sixty (60) days following such demand with respect to which the Holder is entitled to piggy-back registration rights pursuant to Section 5.2 hereof and either: (i) the Holder was or will be given the opportunity to exercise its piggy-back registration rights with respect to all of the underlying Registrable Securities under Section 5.2 hereof in connection with the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated; provided further that the Company may be permitted to defer taking action with respect to filing a registration statement for a period of not more than ninety (90) days after the date of the Demand Notice if the Company’s board of directors determines in its good faith judgment that it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of any portion of this Purchase Option issued in connection with the Offering and/or the Registrable Securities thereunder within ten (10) days from the date of the receipt of such Demand Notice. The Holders of this Purchase Option issued in connection with the Offering shall not, in the aggregate, effect more than two (2) Demand Registrations pursuant to this Section 5.1. A registration will not count as a Demand Registration Statement and otherwise comply until the registration statement filed with the provisions Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of this Section 2 its obligations hereunder with respect thereto unless the aggregate number Majority Holders withdraw their request for such registration and elect not to pay the registration expenses therefor that were incurred by the Company; provided, however, that if, after such registration statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the registration statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) the Majority Holders thereafter elect to continue the offering. The Company shall bear all fees and expenses attendant to the first Demand Registration pursuant to Section 5.1, including the reasonable and documented expenses of a single legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities requested in an amount not to be registered (i) constitute at least 5% of exceed $50,000, but the Holders shall pay any and all underwriting commissions or brokerage fees related to the Registrable Securities issued Securities, if applicable. The fees and outstanding as of expenses attendant to an additional Demand Registration pursuant to this Section 5.1 shall be borne by the date of this Agreement or (ii) have an aggregate minimum market value Holder(s). The Company agrees to use its commercially reasonable efforts to cause the filing required herein to become effective promptly. The Company shall use its commercially reasonable efforts to cause any registration statement filed pursuant to a Demand Registration to remain effective for a period of at least US$85,000,000 based on six (6) consecutive months from the closing trading price effective date of such registration statement or, if earlier, until the Class A Common Stock on distribution contemplated in the date registration statement has been completed. The Holders shall only use the demand prospectuses provided by the Company to file sell the shares covered by such Demand Registration Statement is maderegistration statements, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.

Demand Registration. In the event that the Shelf Registration cannot be declared effective or, if it is declared effective and is not maintained as effective for the period required by Section 1(a), (ai) At any time commencing at least 365 days after beginning on the effective date that is the twelve-month anniversary of the date of any registration statement covering this Agreement, the IPO, after receipt of a written Purchaser shall be entitled to request from a Holder requesting that CAM effect a registration (a "Demand Registration") the Company up to two times in writing to register for resale under the Securities Act covering any or all or part of the Registrable Securities held by such Holder which specifies shares of Subject Stock and (ii) beginning on the intended method or methods date that is the forty-eight month anniversary of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt this Agreement, the Purchaser shall be entitled to request the Company up to one additional time in writing to register the resale under the Securities Act of any or all of the aforementioned notice from CAM) to have all or part shares of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice Subject Stock. In the number of Registrable Securities event that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to Shelf Registration can be declared effective, a registration statement (a "Demand the Purchaser shall only be entitled to one such request beginning after the period during which the Shelf Registration Statement") relating must be kept effective. The Company shall use its best efforts to all cause the shares of Registrable Securities which CAM has been Subject Stock specified in such request to be registered as soon as reasonably practicable so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required as to permit the disposition sale thereof, and in connection therewith shall prepare and file a Form S-3 registration statement or such other form as the Company is eligible to use (in accordance or any successor form of registration statement to such Form S-3 or other available registration statement) with the intended method or methods thereof, as aforesaid) of SEC under the Registrable Securities so registered, Act to effect such registration; provided, however, that CAM each such request shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% specify the number of the Registrable Securities issued shares of Subject Stock intended to be offered and outstanding as of the date of this Agreement or sold, (ii) have an aggregate minimum market value of at least US$85,000,000 based on express the closing trading price present intention of the Class A Common Purchaser to offer or cause the offering of such shares of Subject Stock on for distribution, (iii) describe the nature or method of the proposed offer and sale thereof, (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 such registration statement and (v) if the demand request is to file register 1,500,000 shares of Subject Stock or more, contain the undertaking of the Purchaser to sell such Demand Registration Statement is madesecurities, if possible, through an underwritten public offering with a nationally recognized investment bank(s) acceptable to the Company.

Demand Registration. (a) At 2.1 Subject to Sections 2.3, 2.4 and 2.5, if at any time commencing at least 365 days after six months has elapsed from the effective date of any registration statement covering the IPOclosing of the transactions contemplated by the Stock Purchase Agreement, after receipt of the Company shall receive a written request therefor from a Holder requesting that CAM effect holder or holders of Registrable Securities, the Company shall prepare and file a registration (a "Demand Registration") statement under the Securities Act covering all or part such number of the Registrable Securities held by as are the subject of such Holder request, the minimum number of which specifies shall not be less than the intended method or methods equivalent of disposition thereof$1,000,000 of such securities' fair market value, CAM and shall promptly notify all Holders in writing of use its best efforts to cause such registration statement to become effective. Upon the receipt of such a registration request and each such Holdermeeting the requirements of this Section 2.1, in lieu of exercising its rights under Section 3 hereof may elect (by the Company shall promptly give written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number other record holders of Registrable Securities that such Holder elects registration is to be effected. The Company shall include in such registrationregistration statement such additional Registrable Securities as such other record holders request in writing within thirty (30) days after the date of the Company's written notice to them. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days If (excluding any days which occur during a permitted Blackout Period under Section 4 belowa) after receipt the holders of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) majority of the Registrable Securities so registered, provided, however, that CAM shall for which registration has been requested pursuant to this Section 2.1 determines for any reason not be required to file a Demand Registration Statement and otherwise comply proceed with the provisions of this Section 2 unless registration at any time before the aggregate number related registration statement has been declared effective by the Commission, (b) such registration statement, if theretofore filed with the Commission, is withdrawn and (c) the holders of the Registrable Securities requested subject to be registered (i) constitute 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 withdrawn at least 5% the initiative of the Company, then the holders of the Registrable Securities issued and outstanding as of the date of shall not be deemed to have exercised their demand registration right pursuant to this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeSection 2.1.

Demand Registration. (ai) At If the Company (i) is in violation of its obligation to file a Shelf Registration Statement pursuant to Section 2(a) and the terms of the Plan or (ii) following the effectiveness of the Shelf Registration Statement contemplated by Section 2(a), thereafter ceases to have an effective Shelf Registration Statement during the Shelf Period (other than during any time commencing at least 365 days after Suspension Period), subject to the effective date terms and conditions of this Agreement (including Section 2(b)(iii)) and without limiting any registration statement covering remedies that may be available to pursue such violation in the IPOBankruptcy Court or otherwise, after receipt of upon written notice to the Company (a written request from “Demand Request”) delivered by a Qualified Holder requesting that CAM the Company effect a the registration (a "“Demand Registration"”) under the Securities Act covering of any or all or part of the Registrable Securities held beneficially owned by such Holder which specifies Qualified Holder(s), the intended method or methods of disposition thereof, CAM Company shall promptly notify all Holders in writing give a notice of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect Demand Request (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAMa “Demand Notice”) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number other Holders of Registrable Securities that (which notice shall state the material terms of such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a proposed Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required known). Such Demand Notice shall be given not more than ten (10) Business Days and not less than five (5) Business Days, in each case prior to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) expected date of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a public filing of the registration statement (the “Demand Registration Statement and otherwise comply with Statement”) for such Demand Registration. Subject to the provisions of this Section 2 unless 2(a)(iv) and Section 2(d) below, the aggregate number Company shall include in such Demand Registration all Registrable Securities that are First Lien Notes with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the later of the Registrable Securities requested to be registered Company (i) constitute at least 5% of the Registrable Securities issued giving the Demand Notice and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on five (5) Business Days prior to the closing trading price actual public filing of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeStatement. Nothing in this Section 2(b) shall relieve the Company of its obligations under Section 2(a).

Demand Registration. (a) At any time commencing at least 365 days after ________, 2005 through and including _______, 2009, the effective date of any Majority Holders (as defined below) shall have the right (which right is in addition to the registration statement covering rights under Section 7.3 hereof), exercisable by written notice to the IPOCompany, after receipt of to have the Company prepare and file with the Commission, on one occasion, a written request from a Holder requesting that CAM effect a registration Registration Statement (a "Demand Registration") under and such other documents, including a prospectus, as may be necessary in order to comply with the Securities Act covering all or part provisions of the Act, so as to permit a public offering and sale of the Registrable Securities held by such Holder which specifies during a period equal to the intended method or methods longer of disposition thereof, CAM shall promptly notify all Holders in writing (i) nine (9) months and (ii) the unexpired term of the receipt Warrants by the Majority Holders demanding such registration and any other Holders of Warrants who shall notify the Company within ten (10) days after receiving notice from the Company of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, ; provided, however, that CAM shall not be required after the right to file a such Demand Registration Statement is exercised by the Majority Holders, the Company shall have the right, instead of filing such Demand Registration, to redeem any Warrants exercisable to purchase, and otherwise comply with any Shares constituting, Registrable Securities sought to be included in such Demand Registration at a redemption price equal to: (A) in the provisions case of this Section 2 unless Warrants, the aggregate number difference between the Exercise Price of the Registrable Securities requested to be registered (i) constitute at least 5% of Warrants and the Registrable Securities issued and outstanding current market value as of the date of this Agreement or the Redemption Notice (iias defined below); and (B) have an aggregate minimum in the case of Shares, the current market value of at least US$85,000,000 based on the closing trading price as of the Class A Common Stock on date of the date Redemption Notice. The Company may exercise its redemption right by sending notice (the demand "Redemption Notice") to file each Holder of Warrants exercisable to purchase, or Shares constituting, Registrable Securities sought to be included in such Demand Registration Statement is madewithin twenty (20) days after the Company delivers notice of the Demand Registration to the Holders. Such Redemption Notice shall state the redemption price for the Warrants and Shares and the closing date for such redemption, which shall be within sixty (60) days of the Redemption Notice.

Demand Registration. (a) At any time commencing at least 365 after one hundred eighty (180) days after following the effective date consummation of any registration statement covering the IPO, after receipt of a written request from for so long as any Registrable Securities are then outstanding, a Holder requesting or Holders holding in the aggregate at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request that CAM effect the Company file and cause to become effective a Registration Statement on Form F-1 with the SEC on the appropriate registration (a "Demand Registration") under the Securities Act covering form for all or part of the Registrable Securities held by such Holder Holder(s) once such Holder(s) are no longer subject to the lock-up applicable to them entered into in connection with the IPO (which specifies may be due to the expiration or waiver of such lock-up with respect to such Registrable Securities) (a “Demand Notice”) by delivering a written request to the Company specifying the number of Registrable Securities such Holder(s) wish to Register and the intended method of distribution thereof (a “Demand Registration” and the Holder(s) submitting such Demand Registration, the “Initiating Holder” or methods of disposition thereof“Initiating Holders”, CAM collectively). The Company shall promptly notify all Holders in writing (i) within twenty (20) days of the receipt of such request and each such Holderrequest, in lieu of exercising its rights under Section 3 hereof may elect (by give written notice sent to the CAM within 10 Business Days from the date of such Holder's Demand Registration (the “Company Notice”) to all Holders other than the Initiating Holder(s) (the “Eligible Holders”), (ii) as soon as practicable, and in any event within forty-five (45) days of receipt of such request, file a Registration Statement in respect of such Demand Registration, provided that all necessary documents for the registration can be obtained and prepared within such 45-day period; and (iii) use its reasonable best efforts to cause such Registration Statement to become effective as soon as practicable thereafter. The Company shall include in such Registration all Registrable Securities that the Eligible Holders request to be included within the twenty (20) days following their receipt of the aforementioned notice from CAM) to have all or part Company Notice. If the method of distributing the offering is an Underwritten Offering, the Company shall include such Holder's Registrable Securities included information in such registration thereof pursuant to this Section 2the Company Notice, and the managing underwriter for such Holder offering will be designated by the Board and shall specify reasonably acceptable to a majority in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) interest of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeInitiating Holders.

Demand Registration. (a) At any time commencing at least 365 days after If, pursuant to Section 2.1, the effective date of any registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of Initiating Holders intend to distribute the Registrable Securities held 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 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Initiating Holders, subject only to the reasonable approval of the Company. 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 to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4(f)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder which specifies may elect to withdraw therefrom by promptly delivering written notice to the intended method Company and the underwriter. Any Registrable Securities excluded or methods withdrawn from such underwriting shall be excluded and withdrawn from the registration unless such registration is a registration statement for a delayed or continuous offering under Rule 415 of disposition thereofthe Securities Act. Notwithstanding any other provision of this Section 2.3, CAM shall promptly notify all if the underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the receipt Initiating Holders shall so advise all Holders of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof that otherwise would be underwritten pursuant to this Section 2hereto, and such Holder shall specify in such notice the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holder elects Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares number of Registrable Securities which CAM has been so requested owned by each Holder or in such other proportion as shall mutually be agreed to register by all such Holders ("Participating Demand selling Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, ; provided, however, that CAM the number of Registrable Securities held by the Holders to be included in such underwriting shall not be required reduced unless all other securities are first entirely excluded from the underwriting; provided, further, that Holders of Series F Preferred Stock and Series G Preferred Stock shall not be affected by any such limitation until such time as the limitation shall have been applied to file a Demand Registration Statement and otherwise comply all other Holders of Registrable Securities. To facilitate the allocation of shares in accordance with the provisions of this Section 2 unless above provisions, the aggregate Company or the underwriters may round the number of shares allocated to any Holder to the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madenearest 100 shares.

Demand Registration. The Company, upon written demand (aa “Demand Notice”) At any time commencing of the Holder(s) of at least 365 days after 51% of the effective date Warrants and/or the underlying Warrant Shares agrees to register, on one occasion, all or any portion of any the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission covering the IPO, Registrable Securities within thirty (30) days after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission Notice and use its commercially reasonable efforts to cause to be declared effective, a have the registration statement (a "Demand Registration Statement") relating declared effective promptly thereafter, subject to all shares of Registrable Securities which CAM has been so requested to register compliance with review by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, Commission; provided, however, that CAM the Company shall not be required to file comply with a Demand Registration Statement Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5(b) hereof and otherwise comply with either: (i) the provisions Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of this Section 2 unless securities of the aggregate number Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The sole demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the Termination Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 5(a), but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its commercially reasonable efforts to cause the filing required herein to become effective promptly and to qualify or register the Registrable Securities in such States as are reasonably requested by the Holder(s); provided, however, that in no event shall the Company be required to be registered register the Registrable Securities in a State in which such registration would cause: (i) constitute the Company to be obligated to register or license to do business in such State or submit to general service of process in such State, or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant to the demand right granted under Section 5(a) to remain effective for a period of at least 5% twelve (12) consecutive months after the date that the Holders of the Registrable Securities issued covered by such registration statement are first given the opportunity to sell all of such securities. The Holders shall only use the prospectuses provided by the Company to sell the Warrant Shares covered by such registration statement, and outstanding as of will immediately cease to use any prospectus furnished by the date of this Agreement Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeomission.

Demand Registration. (a) At Except as provided in Section -------------------- 2.2(b) below, after the completion by the Company of an initial public offering under the Securities Act of any time commencing at least 365 of its securities pursuant to a registration statement filed with the SEC, upon the written request of GECFS that the Company effect pursuant to this Agreement the registration of Registrable Securities under the Securities Act (which request 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, but not later than ninety days after the date of receipt of such request, use its best efforts to effect the registration under the Securities Act of the Proposed Amount of Registrable Securities, for disposition in accordance with the intended method of disposition stated in such request. The Company has the right to defer the filing of any such registration statement or any amendment to such registration statement (a) in order to enable the Company to prepare necessary financial statements for inclusion in such registration statement, including any financial statements of any corporation or other entity which has been or is expected to be acquired, (b) in order that the Company not be required to disclose material nonpublic information, provided that delays of the type referred to in this clause (b) do not exceed ninety days in the aggregate, or (c) in order that a filing not be made earlier than two hundred seventy days after the effective date of any other registration statement covering filed by the IPOCompany. If the Company is able to register GECFS's Registrable Securities on a Form S-3, after receipt of or subsequent similar form, in a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") manner which does not require inclusion in any information concerning the Company other than to incorporate by reference its filing under the Securities Act covering Exchange Act, the period referred to in clause (c) is one hundred thirty-five days. The Company shall keep any registration statement filed pursuant to this Section 2.2 current and effective until the earlier of (i) nine months from the effective date of the registration statement or (ii) such date as GECFS shall have sold all the registered shares or part shall have advised the Company that it no longer desires to sell such shares pursuant to such registration statement. GECFS is entitled to two demand registration rights pursuant to this Section 2.2. 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 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 held to be sold by GECFS and General Electric Capital Corporation or its affiliates or (Y) in GECFS's reasonable opinion (if such Holder which specifies the intended method or methods of disposition thereofis not an underwritten public offering), CAM shall promptly notify all Holders in writing of such inclusion would adversely affect the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days price at which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, may be sold pursuant to the plan of distribution; provided, however, that CAM shall not if, after such registration -------- ------- statement has been filed, the managing underwriter believes that the inclusion of all securities requested to be required to file a Demand Registration Statement and otherwise comply with included in the provisions of this Section 2 unless proposed underwritten public offering would adversely affect the aggregate number marketing of the Registrable Securities or, in the case of a distribution that is not an underwritten public offering, GECFS reasonably believes that the inclusion of all securities requested to be registered (i) constitute included in such registration statement would adversely affect the price at least 5% of which the Registrable Securities issued may be sold pursuant to the plan of distribution, then the aggregate amount of securities to be offered by the Company and outstanding as such other security holders of the date Company shall be reduced so as to permit the offering of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file all Registrable Securities requested by GECFS without such Demand Registration Statement is madeadverse effects.

Demand Registration. (ai) At Subject to the terms and conditions of this Annex I (including Section 2(b)(ii)), at any time commencing at least 365 days on or after an Initial Public Offering, upon written notice to the effective date of any registration statement covering the IPO, after receipt of Company (a written request from “Demand Notice”) delivered by a Holder or Holders, collectively, beneficially owning, together with their respective Affiliates and Related Funds, more than ten percent (10%) of the then outstanding Common Units in the aggregate (each being referred to as the “Initiating Holders”) at any time requesting that CAM the Company effect a the registration (a "“Demand Registration"”) under the Securities Act covering all (other than pursuant to a Registration Statement on Form S-4 or part S-8) of the number of Registrable Securities held by (which, for purposes of this Section 2(b)(i), shall include Common Units issuable pursuant to the Warrants) included in such Holder which specifies Demand Notice, the intended method or methods of disposition thereof, CAM Company shall promptly notify all Holders (but in writing any event, not later than five (5) Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such request and each such HolderDemand Notice to all other Holders that, in lieu of exercising to its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's knowledge, hold Registrable Securities included in such registration thereof pursuant to this Section 2(each, a “Demand Eligible Holder”). The Company shall promptly, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registrationwithin 60 days, file with the Commission appropriate registration statement (the “Demand Registration Statement”) and use its commercially reasonable best efforts to cause to be declared effectiveeffect, a at the earliest practicable date, the registration statement under the Securities Act and under the applicable state securities laws of (a "Demand Registration Statement"1) relating to all shares of the Registrable Securities which CAM the Company has been so requested to register by the Initiating Holders in the Demand Notice and (2) 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 (10) Business Days after the giving of such Holders ("Participating Demand Holders"written notice by the Company, in each case subject to Section 2(b)(v) for saleof this Annex I, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaidof disposition) of the Registrable Securities to be so registered, provided, however, ; provided that CAM shall the Company will not be required to file a Demand any such Registration Statement and otherwise comply with prior to the provisions of this Section 2 unless date that is one hundred eighty (180) days after the aggregate number effective date of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madefor any Initial Public Offering.

Demand Registration. XLV shall have the right on any two (a2) At any time commencing at least 365 days after occasions between the effective date second and fourth anniversary of any registration statement covering the IPO, after receipt of Effective Date to make a written request from a Holder requesting that CAM effect a of LASX for registration with the Securities and Exchange Commission ("SEC") (a "Demand Registration") ), under and in accordance with the provisions of the Securities Act covering all or part Act, for the offer and sale by XLV of the Shares issued pursuant to this Agreement (the "Registrable Securities held Securities"). Upon receipt of the written request by such Holder which specifies XLV of a Demand Registration, LASX shall prepare and file with the intended method or methods of disposition thereofSEC, CAM shall promptly notify all Holders in writing of within sixty (60) days following the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effectiverequest, a registration statement on Form S-3 (a or another appropriate form) (the "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register for the offer and sale by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) XLV of the Registrable Securities so registered, and use reasonable efforts to have each such Demand Registration Statement declared effective by the SEC as promptly as reasonably practicable after the filing thereof with the SEC. LASX shall use its reasonable efforts to keep such Demand Registration Statement and the prospectus used in connection therewith effective and in compliance with applicable law for a period of at least twelve (12) months (the "Effectiveness Period"). All expenses incident to LASX's performance or compliance with this Section 7(a) shall be paid by LASX; provided, however, that CAM XLV shall not be required responsible for and shall pay any underwriting, brokerage or selling agent's fees, discounts or commissions, and shall be responsible for and pay all legal fees and expenses of counsel to file a XLV or counsel to any underwriter or selling agent. In connection with any underwritten offering to which LASX shall have consented, LASX shall provide, or cause to be provided, such representations, warranties, covenants, opinions, "cold comfort" letters, indemnifications, opportunities for due diligence and other matters, and shall take all such other reasonable actions, as are customary in underwritten public offerings of securities. Failure of LASX to cause the Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered declared effective within one hundred fifty (i150) constitute at least 5% days of filing shall result in a sum payable to XLV by LASX (the Registrable Securities issued "Registration Penalty"). The Registration Penalty shall be equal to the sum of Fifty Thousand Dollars ($50,000.00) for failing to cause the Demand Registration Statement to be declared effective within one hundred fifty (150) days after filing and outstanding an additional Fifty Thousand Dollars ($50,000.00) for each ninety (90) day period thereafter until such time as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madedeclared effective. Failure of the Demand Registration Statement to be declared effective for reasons that can be demonstrated by LASX to be beyond the control of LASX shall not result in a Registration Penalty.

Demand Registration. (a) At Subject to the limitations provided herein, at any time during the period commencing at least 365 on the date which is one year from the Closing Date (as defined on the Asset Purchase Agreement) and ending on the date which is two years from the Closing Date (the “End Date”), upon the written request of any Holder or group of Holders holding not less than 50% of the Registrable Securities (the “Holders’ Request”), the Company will (i) promptly give written notice of the proposed registration to all Holders and (ii) within 30 days after the effective date of any delivering such notice, file a registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of 1933, as amended (the “Securities Act”) providing for the resale of the Registrable Securities held by specified in the Holders’ Request, together with all or such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing portion of the receipt Registrable Securities of any Holder joining in such request and each such Holder, as are specified in lieu of exercising its rights under Section 3 hereof may elect (a written request received by written notice sent the Company on or before 5 days prior to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in on which such registration thereof statement is required to be filed and will use its reasonable efforts to cause such registration statement to become effective within 120 days following the initial filing thereof; provided, however, that if the Company is required to effect a registration pursuant to this Section 21.1 and the Company furnishes to the Holders requesting registration a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed on or before the date such filing would otherwise be required hereunder and it is therefore necessary to defer the filing of such registration statement, and the Company shall have the right to defer such Holder shall specify in such notice the number filing for a period of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later not more than 30 ninety (90) days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered’ Request, provided, however, that CAM the Company shall not be required obtain such a deferral more than one (1) time prior to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeEnd Date.

Demand Registration. (a) At any time commencing following the termination of the Merger Agreement but prior to the expiration of the Effectiveness Period, if the Company shall be requested (a “Registration Request”) by Holders holding at least 365 days after a majority of the effective date of any then outstanding Registrable Securities (the “Requesting Stockholders”) to effect the registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering of all or any part of the Registrable Securities held by such Holder which specifies Securities, then the intended method or methods of disposition thereof, CAM Company shall promptly notify all Holders in writing (i) within five (5) business days of the receipt of such Registration Request, give written notice of such request and each to all Holders describing the terms of such Holderregistration and, in lieu the case of exercising its rights an Underwriting Request under Section 3 hereof may elect 4 of this Agreement, describing the underwriting in which such securities are proposed to be sold and (by written notice sent ii) as soon as practicable (and in the case of an offering to be made on a continuous basis under Rule 415 or any other Registration Request not involving an Underwriting Request, in no event later than forty-five (45) days following the CAM Registration Request) cause to be prepared and filed with the SEC a Registration Statement providing for the resale of all Registrable Securities which Holders request to be registered within 10 Business Days from fifteen (15) days following the Registration Request. The Registration Statement shall be on Form S-3 if the Company is then eligible to register for resale the Registrable Securities on such form (a “Short Form Registration”). If the Company is not then eligible to register for resale the Registrable Securities on Form S-3, such registration shall be on Form S-1 or another appropriate form in accordance herewith (a “Long Form Registration”). The Company shall cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof (and in the case of an offering to be made on a continuous basis under Rule 415 or any other Registration Request not involving an Underwriting Request, in no event later than either of (A) two hundred seventy (270) calendar days following the date of such Holder's receipt the Registration Request or (B) five (5) Business Days following notification by the staff of the aforementioned notice from CAM) SEC to the Company that there will be no review of the Registration Statement or, if comments have been given, that the staff will have no further comments with respect thereto). The Company shall keep the Registration Statement continuously effective under the Securities Act until the date when all or part of such Holder's Registrable Securities included covered by such Registration Statement have been sold. Reference is made to the Registration Default Payments (as such term is defined in such registration thereof the Notes) set forth in Section 11(d) of the Notes. The Company shall not be obligated to file and cause to become effective more than three (3) Registration Statements under a Long Form Registration pursuant to this Section 2(a). If the Requesting Stockholders notify the Company of their election to withdraw a Registration Request prior to such Registration Statement being declared effective by the SEC, the Company shall in turn withdraw such registration and the Company shall not be considered to have effected a registration for purpose of this Agreement. A Registration Statement shall not be counted for purposes of the foregoing until such time as such Registration Statement has been declared effective by the SEC and all of the Registrable Securities offered pursuant to such Registration Statement are sold thereunder upon the price and terms offered. There shall be a limit of two (2) on the number of Short Form Registrations in any twelve-month period pursuant to this Section 2(a). Notwithstanding anything to the contrary contained herein, (x) if the SEC specifically prohibits the Registration Statement from including all Registrable Securities (“SEC Guidance”) (provided that the Company shall advocate with the SEC for the registration of all or the maximum number of the Registrable Securities permitted by SEC Guidance to be included in such Registration Statement, such maximum number, the “Rule 415 Amount”), then the Company will not be in breach of this provision by following such SEC Guidance, and the Company will file such Holder shall specify in additional Registration Statements at the earliest practicable date on which the Company is permitted by SEC Guidance to file such notice additional Registration Statements related to the Registrable Securities, each registering the Rule 415 Amount, seriatim, until all of the Registrable Securities have been registered (and no such additional Registration Statements counting toward any limitation on the number of demands hereunder) and such number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand included in each such Registration Statement") relating to Statement shall be shared pro rata among all shares of the Participating Stockholders based on the total number of Registrable Securities which CAM has been so requested to register held by each such Holders Participating Stockholder, and ("Participating Demand Holders"y) for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM Company shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of make any demand registration under this Section 2 2(a) unless the maximum aggregate number offering price of the Registrable Securities requested to be so registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement is expected to equal or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeexceed $5 million.

Demand Registration. (a) At any time commencing at least 365 days after following the effective date Closing and expiration or waiver of any registration statement covering lockup applicable to such Holders party hereto, the IPO, after receipt of a written Initiating Holders may request from a Holder requesting in writing that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by them shall be registered under the Securities Act (a “Demand Registration”). Within ten (10) days after receipt of any such Holder which specifies request, the intended method or methods Company shall give written notice of disposition thereof, CAM such request to the other Holders and shall promptly notify include in such registration all Registrable Securities held by all such Holders who wish to participate in writing of such demand registration and provide the Company with written requests for inclusion therein within seven (7) days after the receipt of such request and each the Company’s notice; provided that no Holder who is subject to a lockup with respect to such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) ’s Registrable Securities shall have any right to have all or part of such Holder's Registrable Securities included participate in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, or offering except to the extent required to permit such lockup has expired or been waived. Thereupon, the disposition (in accordance with Company shall effect the intended method or methods thereof, as aforesaid) registration of the all Registrable Securities so registered, provided, however, as to which it has received requests for registration as soon as practicable; provided that CAM (i) the Company shall not be required to file effect any registration under this Section 2.2 (x) within a period of ninety (90) days following the effective date of a previous registration and (y) with respect to Registrable Securities with a total offering price not reasonably expected to exceed, in the aggregate, $50 million, and (ii) this provision shall not apply if a shelf registration on Form F-3 has been filed pursuant to Section 2.5 and is effective and available for use. The Company shall not be required to effect more than (A) two (2) registration under this Section 2.3 requested by the Sponsor and (B) three (3) registrations under this Section 2.2 requested by the Major Shareholder Initiating Holders. If 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 Company Board it would be seriously detrimental to the Company or its shareholders for a registration under this Section 2.2 to be effected at such time, the Company shall have the right to defer such registration for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders under this Section 2.2, provided that the Company shall not utilize this right more than once in any twelve (12) month period. The Initiating Holders may elect to withdraw from any offering pursuant to this Section 2.3 by giving written notice to the Company and the underwriter(s) of their request to withdraw prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration. If the Initiating Holders withdraw from a proposed offering relating to a Demand Registration Statement and otherwise comply then either the Initiating Holders shall reimburse the Company for the costs associated with the provisions withdrawn Demand Registration (in which case such registration shall not count as a Demand Registration provided for in this Section 2.3) or such withdrawn registration shall count as a Demand Registration provided for in this Section 2.3. Notwithstanding any other provision of this Section 2 unless 2.2, if the aggregate managing underwriter advises the Holders in writing that marketing factors require a limitation on the dollar amount or the number of shares to be underwritten, then the amount of Registrable Securities requested proposed to be registered (i) constitute at least 5% shall be reduced pro rata to the respective number of the Registrable Securities issued held by the Holders; provided that in any event all Registrable Securities held by the Initiating Holders and outstanding as of the date of this Agreement or any other Holders that elect to participate in any such registration must be included in such registration (ii) have an aggregate minimum market value of at least US$85,000,000 pro rata based on the closing trading price total amount of Registrable Securities held by each such Initiating Holder or other Holder, as applicable) prior to any other shares of the Class A Common Stock on Company, including shares held by persons other than Holders. The Company shall not register securities for sale for its own account in any registration requested pursuant to this Section 2.2 unless permitted to do so by the date written consent of the demand to file such Demand Registration Statement is madeInitiating Holders.

Demand Registration. (a) At any time commencing on or after January 1, 2000, Executive shall have the right to request that the Company effect the registration under the Securities Act, of any or all of the Common Stock now or hereafter owned by Executive and whether or not such Common Stock was acquired pursuant hereto(the Common Stock requested to be registered is hereinafter referred to as the "Requested Registration Shares"); provided, however, that each such Requested Registration shall cover at least 365 days after fifty (50) shares of the effective date of any registration statement covering Common Stock (as presently constituted). In such event, the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") Company shall use its best efforts to cause the Requested Registration Shares to be registered under the Securities Act covering and to effect and to comply with all such qualifications, compliances and requirements as may be necessary to permit the sale or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt other transfer of such request and each such Holder, Requested Registration Shares in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included manner described in such request, including, without limitation, qualifications under applicable Blue Sky or other state securities laws (provided that the Company shall not be required in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process in any state); provided, however that (i) the Company shall not be obligated to file and cause to become effective more than three (3) registration thereof statements in which Requested Registration Shares are sold pursuant to this Section 27(a), and such Holder shall specify (ii) in such notice the event that, for any reason, less than one-half of the number of Registrable Requested Registration Shares shall be registered under the Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (Act in accordance with the intended method or methods thereofa request made pursuant to this Section 7(a), as aforesaid) then such registration shall not constitute one of the Registrable Securities three registration statements referred to in clause (i) above, and (iii) the Company shall not be obligated to effect such registration for a period of ninety (90) days following the request by Executive to do so registeredif the Board determines in good faith (and so certifies to the Executive in writing) that the Company is preparing a public offering of securities and that the registration of the Requested Registration Shares would adversely affect the Company's ability to offer its securities to the public, provided, however, the Company shall be entitled to only one such ninety (90) day period delay during any twelve (12) month period. In connection with any registration of Common Stock hereunder, the Company may allow any other stockholder of the Company to register shares of Common Stock in the same registration statement; provided that CAM if not all Requested Registration Shares may be included as determined by any managing underwriter, Executive shall not be required entitled to file a Demand Registration Statement and otherwise comply with the provisions of priority over other stockholders. The Executive's rights under this Section 2 unless the aggregate number 7 shall survive Executive's employment hereunder and Executive's engagement as a Consultant hereunder, but shall terminate at such time as Executive may, within a three (3) month period, offer and sell all of his Common Stock pursuant to Rule 144 of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement Act, or (ii) have an aggregate minimum market value of at least US$85,000,000 based any successor law or regulation thereto, without any adverse effect on the closing trading price at which such shares of the Class A Common Stock on the date the demand to file such Demand Registration Statement is mademay be sold.

Demand Registration. After the occurrence of an Exercise Event (aas such term is defined in the Warrant Agreement), the holders of a number of Warrants, Warrant Shares 9 and Registrable Securities (the "Subject Equity") At any time commencing equivalent to at least 365 days after a majority of the effective date of any registration statement covering the IPOoutstanding Subject Equity, after receipt of from time to time, may make a written request from a Holder requesting that CAM to the Company to effect a registration up to two registrations (each, a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of Subject Equity. Within 20 days after the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, the Company shall (i) notify the Holders of all Subject Equity that a Demand Registration has been requested, (ii) prepare, file with the Commission SEC and use its commercially reasonable best efforts to cause to be declared effective, become effective under the Securities Act within 150 days of such demand a Registration Statement with respect to such Subject Equity and (iii) keep such registration statement continuously effective until the earlier to occur of (a A) the date that is 60 days after such effectiveness (the "Demand Registration StatementEffectiveness Period") relating to and (B) such period of time as all of the Subject Equity included in such registration statement shall have been sold thereunder. Any such request will specify the number of shares of Registrable Securities which CAM has been so requested Subject Equity proposed to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with be sold and will also specify the intended method of disposition thereof. Within 30 days after receipt by any Holder of Subject Equity of such notice from the Company, such Holder may request in writing that such Holder's Subject Equity be included in such Registration Statement and the Company shall include in such Registration Statement the Subject Equity of any such Holder requested to be so included (the "Included Securities"). Each such request by such other Holders shall specify the number of Included Securities proposed to be sold and the intended method of disposition thereof. Subject to Sections 2.1(b) and 2.1(f) hereof, the Company shall be required to effect a Demand Registration of Subject Equity pursuant to this Section 2.1(a) up to a maximum of two occasions. If such demand occurs during the "lock up" or methods thereof"black out" period (not to exceed 180 days) imposed on the Company pursuant to or in connection with any underwriting or purchase agreement relating to an underwritten Rule 144A or registered public offering of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM Company shall not be required to file a Demand Registration Statement so notify holders of Subject Equity and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeprior to the end of such "lock up" or "black out" period, in which event the Company will use its best efforts to cause such Demand Registration statement to become effective no later than the later of (i) 150 days after such demand or (ii) 30 days after the end of such "lock up" or "black out" period. In the event of any "lock up" or "black out" period or any underwriting or other purchase agreement, the Company shall so notify the holders of Registrable Securities. Notwithstanding the foregoing, in lieu of filing and causing to become effective a Demand Registration, the Company may satisfy its obligation with respect to such Demand Registration by making and consummating (or having its designee make and consummate) an offer to purchase all Subject Equity at a price at least equal to Current Market Value (as defined in the Warrant Agreement, but without the inclusion of clause (i)(a) thereof), less any applicable Exercise Price.

Demand Registration. (a) At any time commencing at least 365 after the Lock-Up Termination Date, the Holders (such “Initial Requesting Holders”) may, by written notice, request that the Company register under the Securities Act all or any portion of the Registrable Shares held by such Initial Requesting Holders for sale in the manner specified in such notice; provided that the reasonably anticipated aggregate offering price to the public of such Registrable Shares is no less than US$5,000,000; provided, further, that the Company shall not be obligated to register Registrable Shares pursuant to such request: (i) subject to Section 3.2, during the period beginning thirty (30) days prior to the Company’s good faith estimate of the date of the filing, and ending on a date ninety (90) days following the effective date, of a registration statement filed by the Company relating to the Equity Securities (other than a registration pursuant to this Section 3.1(a), a registration of securities in a transaction under Rule 145 or with respect to an Incentive Plan), provided that the Company is using best efforts to cause such registration statement to become effective; (ii) if the Company then meets the eligibility requirements applicable to use the Form F-3 or Form S-3 in connection with such registration and is able to effect such requested registration pursuant to Section 3.3; or (iii) if external U.S. counsel to the Company of reputable standing opines to the Initial 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 disclosed, is not material or non-public, or its disclosure would not have a material adverse effect on the business or financial condition of the Company; provided, however, that the Company may not exercise its right under this subclause (iii) more than twice in any twelve-month-period; provided, further that the Company shall not register any Equity Securities for the account of itself or any other Shareholders during such period. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 3.1(a) within one hundred eighty (180) days after the effective date of any a registration statement filed by the Company covering an Underwritten Public Offering in which the IPO, after receipt holders of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM Shares shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent have been entitled to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof join pursuant to this Section 2, 3.1(a) or Section 3.2 and such Holder in which they shall specify in such notice the number of have effectively registered all Registrable Securities that such Holder elects Shares as to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has shall have been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is maderequested.

Demand Registration. (a) At any time commencing at least 365 days one (1) year and expiring five (5) years after the effective date of any registration statement covering the IPOCompany's Registration Statement relating to the Public Offering (the "Effective Date"), after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part Holders of the Registrable Securities held by such Holder which specifies Warrants and the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt Warrant Units representing at least a Majority (as hereinafter defined) of such request and each such Holdersecurities shall have the right, in lieu of exercising its rights under Section 3 hereof may elect (exercisable by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) Company, to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, the Company prepare and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Securities and Exchange Commission and use its commercially reasonable efforts to cause to be declared effective(the "Commission"), on one (1) occasion, a registration statement on Form X-0, XX-0 (or other appropriate form, including, without limitation, a "Demand post-effective amendment to the Company's Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by and such Holders ("Participating Demand Holders") for saleother documents, to the extent required to permit the disposition (in accordance with the intended method or methods thereofincluding a prospectus, as aforesaid) may be necessary in the opinion of both counsel for the Registrable Securities so registeredCompany and counsel for the Holders, provided, however, that CAM shall not be required in order to file a Demand Registration Statement and otherwise comply with the provisions of the 1933 Act, so as to permit a public offering and sale, for a period of nine (9) months, of the Warrant Units and the shares of Common Stock, Class A Warrants and Class B Warrants underlying the Warrant Units by such Holders and any other Holders of the Warrants and/or Warrant Units who notify the Company within fifteen (15) business days after receipt of the notice described in the succeeding sentence; provided, that following the separation date of the Units the Underwriters may only request that such registration relate to the shares of Common Stock, Class A Warrants and Class B Warrants underlying the Warrant Units. The Company covenants and agrees to give written notice of any registration request under this Section 2 unless the aggregate number 7(b) by any Holder(s) to all other registered Holders of the Registrable Securities requested Warrants and the Warrant Units 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 be registered the Holders of the Warrants or Warrant Units, shall mean in excess of fifty percent (50%) of the then outstanding Warrants or Warrant Units that (i) constitute at least 5% are not held by the Company, an affiliate, officer, director, employee or agent thereof or any of the Registrable Securities issued and outstanding their respective affiliates, members of their family, persons acting as of the date of this Agreement nominees or in conjunction therewith, or (ii) have an aggregate minimum market value of at least US$85,000,000 based on not been resold to the closing trading price public pursuant to a registration statement filed with the Commission under the 1933 Act. The Holders of the Class A Common Stock on Warrants may demand registration without exercising the date Warrants, and shall never be required to exercise same. For the demand to file such Demand Registration Statement is madepurposes of subsection (i) above, the Underwriters and their officers, directors, employees and agents shall not be deemed an affiliate, officer, director, employee or agent of the Company.

Demand Registration. (a1) At any time commencing at least 365 and from time to time after the later to occur of (i) December 20, 2000 and (ii) 180 days after the effective date of any registration statement covering an initial public offering of Common Stock of the IPOCompany, after receipt of Holders owning, individually or in the aggregate, not less than the Requisite Securities may make a written request from a Holder requesting that CAM effect a registration request, on one occasion (a "Demand Registration") ), that the Company register, the resale of the Registrable Securities, under the Securities Act. The Company shall file with the SEC and use its best efforts to cause to become effective under the Securities Act covering all or part of the a Registration Statement with respect to such Registrable Securities held by within (i) 60 days of receipt of such Holder which specifies written request for a Demand Registration if the Company is then eligible to register an offering pursuant to Form S-3 under the Securities Act; (ii) 90 days of receipt of such written request for a Demand Registration if the Company is not then eligible to register an offering pursuant to Form S-3 under the Securities Act but is then qualified as a reporting company under the Exchange Act; or (iii) 180 days of receipt of such written request for a Demand Registration in any other case. Any such request will specify the number of Registrable Securities proposed to be sold and will also specify the intended method or methods of disposition thereof. The Company shall give written notice of such registration request to all other Holders of Registrable Securities within 15 business days after the receipt thereof. Within 10 days after receipt by any Holder of Registrable Securities of such notice from the Company, CAM shall promptly notify all Holders such Holder may request in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of that such Holder's Registrable Securities be included in such registration thereof Registration Statement and the Company shall include in such Registration Statement the Registrable Securities of any such Holder requested to be so included (the "Included Securities"). Each such request by such other Holders shall specify the number of Included Securities proposed to be sold and the intended method of disposition thereof. Subject to Section 3(c)(2) hereof, the Company shall be required to register Registrable Securities pursuant to this Section 2, and such Holder shall specify in such notice the number 3(c)(1) on a maximum of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeone occasion.

Demand Registration. (a) At any time commencing at least 365 days after the effective date of any registration statement covering the IPO, after After receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand RegistrationRegistration Request") from Holders collectively holding at least 25% of the total number of Registrable Securities requesting that the Company effect the registration of Registrable Securities under the Securities Act covering all or part of 1933 (the Registrable Securities held by such Holder which specifies "1933 Act") and specifying the intended method or methods of disposition thereof, CAM if any, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof Holder may elect (by written notice sent to the CAM Company) within 10 Business Days ten days from the date of such Holder's receipt of the aforementioned Company's notice from CAM) to have all or any part of such Holder's its Registrable Securities included in such registration regis tration thereof pursuant to this Section 21(a); provided, and however, that, in the case of an underwritten offering, the Company shall have the right to approve of the underwriters selected by such Holder shall specify in Holders, such notice the number of Registrable Securities that such Holder elects approval not to include in such registrationbe unreasonably withheld. Thereupon CAM the Company shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a effect the registration statement (a "Demand Registration Statement") relating to under the 1933 Act of all shares of Registrable Securities which CAM the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, ; provided, however, that CAM that, subject to the provisions of the immediately following sentence, the Company shall not be required to file a Demand Registration Statement and otherwise comply with the provisions effect more than one registration of Registrable Securities pursuant to this Section 2 unless 1(a). The Company shall have the aggregate number right to defer the filing of any registration statement requested pursuant to this Section 1(a) for a period not to exceed ninety (90) days if in the good faith determination of the Registrable Securities requested to be registered (i) constitute at least 5% Board of Directors of the Registrable Securities issued and outstanding as Company the filing of such registration statement would be materially adverse to the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeCompany.

Demand Registration. (ai) At Upon each notice to the Company by the Xxxxxx Holders, IronBrand or the 1818/Progressive/ML Holders requesting the registration of a specified number of their Registrable Securities, the Company shall, as promptly as practicable and in any time commencing at least 365 event not later than 90 days after the Company's receipt of such notice, prepare and file with the Commission under the Securities Act a Registration Statement (including by means of a shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement") if so requested in such notice (but, in the case of a shelf registration, only if the Company is then eligible to use such a shelf registration and if Form S-2 or Form S-3 (or any successor forms) is then available to the Company) with respect to the Registrable Securities to which such notice relates, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective at the earliest practicable date and to prepare and make available a Prospectus meeting the requirements of Section 10(a) of the Securities Act and providing for the method of disposition determined pursuant to Section 1(a)(ii) for such period as may be required by the Securities Act, but in no event beyond the period specified in Section 1(a)(iii); provided, that the Company will not be required to effect any such registration within the period beginning on the effective date of a Registration Statement filed by the Company on its behalf or for the account of any registration statement other Person covering a firm commitment Underwritten Offering and ending on the IPOlater of (A) 90 days after such effective date and (B) the expiration of any lock-up period required by the underwriters, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration"if any, in connection therewith. Subject to Section 1(a)(iii) under the Securities Act covering all or part below, each of the Registrable Securities held by such Holder which specifies Xxxxxx Holders, the intended method or methods of disposition thereof, CAM shall promptly notify all 1818/Progressive/ML Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof IronBrand may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such make two requests for registration thereof pursuant to this Section 2, and such Holder shall specify in such notice 1(a)(i); provided that the number of Registrable Securities that such Holder elects permissible requests shall be increased as set forth in Sections 1(c)(ii)(A) and 1(c)(iv) and provided no such holders shall be entitled to include in make such registration. Thereupon CAM shall, as expeditiously as is possible, but in a request while any event no later other Registration Statement (other than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 belowShelf Registration Statement) after receipt of a written request for a Demand Registration, file with the Commission and use is on file prior to its commercially reasonable efforts becoming effective or within 90 days after such a Registration Statement has been declared effective or in the case of a Shelf Registration Statement while such registration is on file prior to cause being declared effective until 90 days after such Registration Statement ceases to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is made.

Demand Registration. (a) At a. The Company covenants and agrees that at any time commencing at least 365 days after the effective date of any registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration StatementRequest") relating from the holders of this Warrant and the Other Warrants and/or holders of Shares (this Warrant, the Other Warrants, and the Shares are referred to all shares of Registrable Securities which CAM has been so requested to register by such Holders (herein, collectively, as the "Participating Demand HoldersSecurities") (hereinafter, the "Securityholders") constituting in the first instance, at least fifty percent (50%), and in the second instance, one hundred percent (100%), of the Securities outstanding on such date (determined on an as- converted basis) and then eligible for saleinclusion in a registration pursuant to this Section 9.1, stating that the Initiating Securityholders (as defined below) desire and intend to transfer all or a portion of the extent required to permit Securities held by them under such circumstances (constituting in the disposition first instance, at least fifty percent (50%), and in accordance with the intended method or methods thereofsecond instance, as aforesaidone hundred percent (100%) of the Registrable Securities so registeredaggregate of all such outstanding and eligible Securities), provided, however, that CAM the Company shall not be required give notice (the "Registration Notice") to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number all of the Registrable Securityholders within fifteen (15) days of the Company's receipt of such registration request, and the Company shall cause to be included in such requested registration all Securities requested to be registered included therein by any such Securityholder within fifteen (15) days after such Registration Notice is effective (subject to the provisions of the final sentence of this Section 9.1(a)). After such 15-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Act and remain effective for one hundred and twenty (120) days or such shorter period as may be required if all such Securities covered by such registration statement are sold prior to the expiration of such 120-day period; provided that the Company shall not be obligated to effect any such registration pursuant to this Section 9.1 after the Company has effected two (2) such registrations pursuant to this Section 9.1. Each Securityholder making a demand for registration under this Section 9.1 is referred to herein as an "Initiating Securityholder." For purposes of this Section 9, a registration shall not be deemed to have been effected unless a registration statement with regard thereto has been declared effective and remained effective for a period of one hundred and twenty (120) days (or such shorter period as is permitted in the second sentence of this Section 9.1). The foregoing notwithstanding, in the event of an underwritten offering pursuant to this Section 9.1, if the managing underwriter of such offering shall advise the Securityholders in writing that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution, then the securities to be included in the registration shall be included in the following order: (i) constitute at least 5% first, all of the Registrable Securities issued and outstanding as of requested to be included therein by the date of this Agreement or Initiating Securityholders, (ii) have an aggregate minimum market value second, the Securities requested to be included therein by the other Securityholders, pro rata among such Securityholders according to the number of at least US$85,000,000 based on Securities requested to be included by each such Securityholder requesting inclusion therein, and (iii) third, the closing trading price securities the Company proposes to include therein and (iv) fourth, such other securities requested to be included therein, pro rata among the holders of such other securities according to the Class A Common Stock on the date the demand number of securities requested to file be included by each such Demand Registration Statement is madeholder requesting inclusion therein.

Demand Registration. Subject to the limitations set forth in this ------------------- Section 4(b), each Class A Stockholder (a) At any time commencing at least 365 days after including all entities under "common control," an "Initiating Holder" and together with the effective date of any registration statement covering the IPOPiggyback Holders, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand RegistrationRegistering Holder") under shall have the Securities Act covering all or part of the Registrable Securities held by such Holder right, which specifies the intended method or methods of disposition thereofshall be exercisable twice, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent subject to the CAM within 10 Business Days from the date last sentence of such Holder's receipt of the aforementioned notice from CAM) this paragraph, to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant cause INFONET to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to file and cause to be declared effective, effective as soon as practicable a registration statement (a "Demand Registration Statement") relating on any appropriate form under the Securities Act for the Stock which form shall be available for the sale or distribution referred to all shares of Registrable Securities which CAM has been so requested to register by in such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (notice in accordance with the intended method or methods of distribution thereof. INFONET shall use its commercially reasonable efforts to (i) file such registration statement as soon as practicable after the receipt of such request and in any event within 35 days, which time period may be extended for up to 60 days at the option of INFONET, but not more than once in any 12 month period, if INFONET's management determines based upon the advice of counsel that it would be advisable to disclose in the registration statement a financing, acquisition or other corporate transaction or event, and a majority of the members of the Board of Directors other than the directors appointed by the Initiating Holders shall have determined in good faith that such disclosure would not be in the best interests of INFONET and its stockholders and (ii) use its commercially reasonable efforts to have the registration statement declared effective as aforesaidsoon as practicable thereafter. As promptly as practicable after receiving such request and in any event no later than 5 days thereafter, INFONET shall give written notice thereof to all Holders other than the Initiating Holder and each such other Holder shall, by notice to INFONET given within 20 days after the giving of notice by INFONET, be entitled to have any Stock which it then proposes to sell or distribute included under such registration statement as if it were an Initiating Holder. The Initiating Holder shall have the right to cause INFONET to file additional registration statements at any time (if otherwise permitted hereunder) with respect to Stock owned by such Initiating Holder in the event (i) the first (or any subsequent) registration statement filed at the request of such Initiating Holder is not declared effective by the Securities and Exchange Commission (the "Commission") within 60 days of its initial filing therewith and such registration statement is withdrawn after such 60th day, or (ii) all Stock owned by such Initiating Holder which it requests be included in such registration statement is not included due to the restrictions set forth in this Section 4, (iii) any stop order, injunction or other order or requirement of the Commission or other governmental agency or court prevents the complete distribution of the Stock of the Initiating Holder included in such registration statement in accordance with the plan of distribution set forth therein, or (iv) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Initiating Holder. INFONET shall not be obligated pursuant to this Section 4(b) to file and have declared effective (i) more than one registration statement during the period between the Effective Date and the first anniversary of the Effective Date, inclusive, (ii) more than two registration statements during any consecutive 12-month period after the first anniversary of the Effective Date and (iii) any registration statement which does not cover at least five percent (5%) of the Registrable Securities so registeredtotal shares of capital stock outstanding as of the closing of INFONET's initial public offering. Shares of Stock proposed to be registered and sold pursuant to an underwritten offering for the account of the Initiating Holders pursuant to this Section 4 (b) shall be sold to prospective underwriters designated by the Initiating Holders and reasonably satisfactory to Infonet and any Piggybacking Holders and on the terms and subject to the conditions of one or more underwriting agreements negotiated among INFONET, the Registering Holders and the prospective underwriters. INFONET may include in any such registration statement other shares of capital stock of INFONET; provided, however, that CAM (i) if such registration -------- ------- statement relates to an underwritten offering and the prospective underwriters of such offering determine in good faith that the aggregate number of shares of capital stock of INFONET which all Holders and INFONET propose to include in such registration statement exceeds the maximum number of shares of capital stock that should be included therein, INFONET will include in such registration, first, the Stock of the Initiating Holders participating in the offering pro rata among such Initiating Holders on the basis of the relative amount of Stock owned by all such Initiating Holders, second the Stock of any Piggybacking Holders participating in the offering pursuant to Section 4(a) pro rata among such Holders on the basis of the relative amount of Stock owned by all such Piggybacking Holders, and, third, the shares of capital stock which INFONET proposes to include in such registration statement, and (ii) if such offering is not underwritten, then no other shares of capital stock of INFONET shall be included in such registration statement unless the holders of a majority of the shares of Stock held by the Holders participating in the offering consent to the inclusion of such shares therein (which consent shall not be unreasonably withheld). INFONET shall not be required to file effect a Demand Registration Statement and otherwise comply with the provisions of registration pursuant to this Section 2 unless 4(b) (other than on Form S-3 or a similar short form, if then ------------ permitted) until a period of 90 days has elapsed from the aggregate number effective date of the Registrable Securities requested to be registered (i) constitute at least 5most recent previous registration which was not effected on Form S-3 or similar short form, except in the case of a registration in which any Holders shall have been prevented from including in such previous registration more than 25% of the Registrable Securities issued and outstanding as amount of Stock which such Holders requested to have included because of a reduction required hereunder, in which case such period shall be 45 days. The right of the Initiating Holders to request a registration of Stock pursuant to this Section 4(b) ------------ shall not apply to any Holder to whom INFONET shall deliver an opinion of its counsel, which opinion shall be reasonably satisfactory to such Holder, that all of the Stock which such Holder proposes to sell may lawfully be sold or distributed publicly without registration within a period of 90 days commencing on the date which is 45 days after the date of this Agreement or (ii) have an aggregate minimum market value such Holder's registration request. Each Registering Holder agrees that, upon receipt of at least US$85,000,000 based on the closing trading price any notice from INFONET of the Class A Common happening of any event requiring the preparation of a supplement or amendment to a prospectus prepared pursuant to this Section 4 so that, as thereafter delivered to the purchasers of such Stock, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, such Registering Holder will forthwith discontinue disposition of Stock on pursuant to the registration statement covering such Stock until such Registering Holder's receipt of the copies of the supplemented or amended prospectus contemplated hereby. If so directed by INFONET, such Registering Holder will deliver to INFONET all copies, other than permanent file copies then in such Registering Holder's possession, of the most recent prospectus covering such Stock at the time of receipt of such notice. Each Registering Holder of Stock agrees that it will immediately notify INFONET at any time when a prospectus relating to the registration of such Stock is required to be delivered under the Securities Act of the happening of any event as a result of which information previously furnished by such Registering Holder to INFONET in writing for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made. In the event INFONET shall give such notice, INFONET shall extend the period during which such registration statement shall be maintained effective by the number of days during the period from and including the date of the demand giving of notice pursuant to file this paragraph to the date when INFONET shall make available to the Registering Holders of Stock covered by such Demand Registration Statement is maderegistration statement a prospectus supplement amended to conform with the requirements hereof.

Demand Registration. (a) At any time commencing at least 365 days after following the expiration of the Relevant Restricted Period, if the Company is unable to file, cause to be effective date of any registration statement covering or maintain the IPO, after receipt effectiveness of a Shelf Registration Statement as required under Section 3.1 hereof, subject to the restrictions set forth in Section 2.2, the Investor shall have the right, by delivering a written request from a Holder requesting that CAM effect a registration notice to the Company (a "“Demand Registration") Notice”), to require the Company to register under and in accordance with the provisions of the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that Beneficially Owned by the Investor and requested by such Holder elects Demand Notice to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days be so registered (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a “Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, ”); provided, however, that CAM the Company shall not be required to file effect a Demand Registration Statement and otherwise comply with the provisions of pursuant to this Section 2 unless 3.2(a) after the aggregate number Company has effected two (2) Demand Registrations pursuant to this Section 3.2(a); and provided, further, that the Investor shall not be entitled to deliver to the Company more than one (1) Demand Registration in any 12-month period and, in any event, a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered (i) constitute by the Investor includes at least 525% of the shares of Company Common Stock into which the originally issued shares of the Preferred Stock (which, for the avoidance of doubt, shall include all of the shares of Preferred Stock that were issued to the Investor and LNK under the Purchase Agreements) may be converted or is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission). For all purposes under this Section 3.2(a), any Demand Registration delivered to the Company by LNK under the LNK Stockholders Agreement shall be considered to be a Demand Registration delivered under this Section 3.2(a) and a Joint Demand Registration shall be deemed to be a single Demand Registration under this Section 3.2(a). A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of a Demand Notice, the Company shall use commercially reasonable efforts to file, as promptly as reasonably practicable, but not later than 30 days after receipt by the Company of such Demand Notice, a Registration Statement relating to the offer and sale of the Registrable Securities issued and outstanding as requested to be included therein by the Investor in accordance with the methods of distribution elected by the date of this Agreement or Investor (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such a “Demand Registration Statement”) and shall use commercially reasonable efforts to cause such Registration Statement is madeto be declared effective under the Securities Act as promptly as practicable after the filing thereof.

Demand Registration. (a) At any time commencing at least 365 beginning six (6) months following the closing of an IPO and until the fifth anniversary thereof, the Initiating Holders may request in writing that all or part of the Registrable Securities shall be registered for trading on any securities exchange or under any market system as to which any of the Company’s Ordinary Shares are then admitted for trading. Any such demand must request the registration of shares in a reasonably estimated minimum amount of five million United States dollars ($5,000,000). Within twenty (20) days after receipt of any such request, the Company shall give written notice of such request to the other Holders, and shall include in such registration all Registrable Securities and Company’s shares held by all such Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within twenty (20) days after the receipt of the Company’s notice. Thereupon, the Company shall use reasonable commercial efforts to effect the registration of all Registrable Securities as to which it has received requests for registration for trading on the securities exchange specified in the request for registration. Notwithstanding any other provision of this Section 2.3, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting, to the extent necessary to satisfy such limitation, first shares held by shareholders other than the Holders, then and only to the extent necessary, shares held by the Holders (pro rata to the respective number of Registrable Securities then held by the Holders participating in such Registration). The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to this Section 2.3 and to become effective less than one hundred twenty (120) days after the effective date of any registration statement covering requested pursuant to Section 2.3. The Company shall not be required to effect registration under this Section 2.3: (i) after the IPO, after receipt Company has effected two (2) registrations under this Section 2.3; (ii) within a period of one hundred and eighty (180) days following the effective date of a written request from previous registration; (iii) in any particular jurisdiction in which the Company would be required to execute a Holder requesting that CAM effect a registration general consent to service of process in effecting such registration; (a "Demand Registration"iv) under during the Securities Act covering all or part of period starting with the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect date sixty (by written notice sent 60) days prior to the CAM within 10 Business Days from Company’s good faith estimate of the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2filing of, and such Holder shall specify ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration, provided that the Company is actively employing in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its good faith all commercially reasonable efforts to cause to be declared effective, a such registration statement to become effective; or (a "Demand Registration Statement"v) relating if the Initiating Holders propose to all shares dispose of Registrable Securities which CAM has been so requested that may be registered on Form F-3 pursuant to register by such Holders Section 2.4 hereof; or ("Participating Demand Holders"vi) for sale, if the Company shall furnish to the extent required to permit Holders a certificate signed by the disposition (in accordance with the intended method or methods thereof, as aforesaid) Chief Executive Officer of the Registrable Securities so registered, provided, however, Company stating that CAM shall not in the good faith judgment of the Board it would be required seriously detrimental to file the Company or its shareholders for a Demand Registration Statement and otherwise comply with the provisions of registration under this Section 2 unless 2.3 to be effected at such time, the aggregate number Company shall have the right to defer such registration for a period of not more than one hundred and twenty (120) days after receipt of the Registrable Securities requested to be registered (i) constitute at least 5% request of the Registrable Securities issued and outstanding as of the date of Initiating Holders under this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeSection 2.3.

Demand Registration. (a) At any time commencing Upon receipt of a written request (a "Registration Request"), delivered no earlier than the earlier of (i) January 31, 2004 and (ii) the first anniversary of the date of the closing of an underwritten initial public offering of the Common Stock, from Initiating Holders with respect to Registrable Stock representing at least 365 25% of such Initiating Holders' Registrable Stock (or any lesser percentage having a reasonably anticipated aggregate offering price to the public of more than $2,000,000), the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission promptly, but in any event within (x) 90 days after its receipt of such Registration Request if the Company had not conducted an underwritten public offering of the Common Stock before such time and (y) 45 days after its receipt of such Registration Request if the Company had conducted an underwritten public offering of the Common Stock before such time, a registration statement for the purpose of effecting a Registration of the sale of all Registrable Stock requested to be Registered by the requesting Holders and any non-requesting Holder who requests to have his Registrable Stock included in such registration statement within ten days after receipt of notice by such Holder of the Registration Request. The Company shall use commercially reasonable efforts to effect such Registration as soon as practicable (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities laws); and shall keep such Registration continuously effective until the earlier of (i) the second anniversary of the date that shares of Registrable Stock are first sold pursuant to such Registration, (ii) the date on which all shares of Registrable Stock have 3 SERIES BB REG. RIGHTS AGREE. been sold pursuant to such registration statement or Rule 144 and (iii) the date on which, in the reasonable opinion of counsel to the Company, all of the Registrable Stock may be sold in accordance with Rule 144(k); provided, however, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 (i) in any particular jurisdiction in which the Company would become subject to taxation or would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to taxation or service in such jurisdiction or (ii) during the period starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a Company-initiated registration. Notwithstanding the foregoing, the Company shall have the right (the "Suspension Right"") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement covering and suspend sales thereunder) at any time or from time to time, for a period of not more than 90 days during any period of 365 days, if the IPO, after receipt of Company shall furnish to the Holders a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all certificate signed by an executive officer or part any trustee of the Registrable Securities held by such Holder which specifies Company stating that, in the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing good faith judgment of the receipt Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (or suspend sales under a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madefiled registration statement).

Demand Registration. (a) At any time commencing at least 365 days after following the effective date hereof and expiration or waiver of any registration statement covering lockup applicable to such Holders party hereto, the IPO, after receipt of a written Holder may request from a Holder requesting in writing that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by them shall be registered under the Securities Act (a “Demand Registration”). The Company shall effect the registration of all such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities as soon as practicable; provided that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 belowi) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM Company shall not be required to file effect any registration under this Section 3.2 within a period of ninety (90) days following the effective date of a previous registration for which the Holder had an opportunity to participate, and (ii) this provision shall not apply if a shelf registration on Form S-3, as applicable, has been filed pursuant to Section 3.3 and is effective and available for use. The Company shall not be required to effect (x) more than three (3) registrations in any 12 month period under this Section 3.2 requested by the Holder; or (y) any offering where the reasonably expected gross proceeds to the Holder from such offering is less than $35.0 million. If the Company shall furnish to the Holder a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company or its shareholders for a registration under this Section 3.2 to be effected at such time, the Company shall have the right to defer such registration for a period of not more than sixty (60) days after receipt of the request of the Holder under this Section 3.2, provided that the Company shall not utilize this right more than twice in any twelve (12) month period (which can be, for the avoidance of doubt, run consecutively), and provided, further, that the Company shall not provide the Holder with the reason for the deferral unless the Holder has agreed to receive such information. The Holder may elect to withdraw from any offering pursuant to this Section 3.2 by giving written notice to the Company and the underwriter(s) of its request to withdraw prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration. If the Holder withdraws from a proposed offering relating to a Demand Registration Statement and otherwise comply then either the Holder shall reimburse the Company for the costs associated with the provisions withdrawn Demand Registration (in which case such registration shall not count as a Demand Registration provided for in this Section 3.2) or such withdrawn registration shall count as a Demand Registration provided for in this Section 3.2. Notwithstanding any other provision of this Section 2 unless 3.2, if the aggregate managing underwriter advises the Holder in writing that marketing factors require a limitation on the dollar amount or the number of shares to be underwritten, then the amount of Registrable Securities proposed to be registered shall be reduced appropriately; provided that in any event all Registrable Securities held by the Holder and which are requested to be registered (i) constitute at least 5% included must be included in such registration prior to any other shares of the Registrable Securities issued and outstanding as Company, including shares held by persons other than the Holder. The Company shall not register securities for sale for its own account in any registration requested pursuant to this Section 3.2 unless permitted to do so by the written consent of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeHolder.

Demand Registration. (a) At any time commencing after (x) the date of this Agreement, the Note Purchaser, or (y) January 1, 2018, the holders of at least 365 days after ten percent (10%) of the effective date of any Registrable Securities issued pursuant to the Securities Purchase Agreement then outstanding and held by Holders or their assignees pursuant to Section 18 (the Holder(s) permitted to make a request under clause (x) or (y), individually, a “Demand Holder” and collectively, the “Demand Holders”), may request registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering of all or part any portion of the their Registrable Securities held on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the requesting party(ies) to be registered. Upon receipt of such request, the Issuer shall promptly (but in no event later than five (5) Business Days following receipt thereof) deliver notice of such request and each such Holder, in lieu to all other Holders (if the request was made by less than all of exercising its rights under Section 3 hereof may elect them) who shall then have five (by written notice sent to the CAM within 10 5) Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice is given to notify the number Issuer in writing of Registrable Securities that such Holder elects their desire to include be included in such registration. Thereupon CAM shall, as expeditiously as Each Holder who is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with Holder or who received notice under this Section 2(a) agrees that the Commission fact that such a notice has been delivered shall constitute confidential information. The Issuer shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within ninety (90) days after the date on which the initial request is given and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register effective by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, SEC as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding soon as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madepracticable thereafter.

Demand Registration. (ai) At any time commencing at least 365 days Subject to the terms and conditions of this Agreement, upon the written request of the Purchasers, which request may not be given until on or after the effective date of any registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part four-month anniversary of the Registrable Securities held by such Holder which specifies Closing Date, the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect Company thereupon (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAMx) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and will use its commercially reasonable efforts to, as expeditiously as reasonably practicable but no later than the 30th day after the Company’s receipt of such request (the “Initial Shares Filing Deadline” or, if the Registration Statement (as defined below) relates to cause to the Purchase Right Shares, the “Purchase Right Shares Filing Deadline,” as the case may be, in each case as such filing date may be declared effectiveextended as described below), file a registration statement (a "Demand Registration Statement") relating pursuant to all shares of this Section 4.2 covering the Registrable Securities which CAM the Company has been so requested to register by the Purchasers for the method of distribution set forth in the last sentence of this Section 4.2(a)(i) (the “Demand Registration” and, such Holders registration statement, the “Registration Statement”) and ("Participating y) will use its reasonable best efforts to cause the Registration Statement to become or be declared effective under the Securities Act; provided that in no event shall the Company be required to effect more than one Demand Holders"Registration pursuant to this Section 4.2(a)(i) for sale(or, if the Purchase Right Shares are issued pursuant to the extent required exercise of the Purchase Right, an aggregate of two Demand Registrations pursuant to permit this Section 4.2(a)(i)); provided further that the disposition Company shall not file a registration statement for any other holder of securities (in accordance with other than a Special Registration) (an “Other Registration Statement”) unless and until it files the intended method Registration Statement or methods thereof, as aforesaid) of includes the Registrable Securities so registeredin such Other Registration Statement. The Company may include in the Registration Statement other securities for sale for its own account or for the account of any other person. If the Board of Directors of the Company (or an authorized committee thereof), providedin its good faith judgment, howeverdetermines that (A) any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or similar material transaction involving the Company or any of its subsidiaries, in each case, which is then under consideration by the Company or any of its subsidiaries, or (B) it would require the disclosure of material non-public information concerning the Company or its subsidiaries which at the time is not, in the good faith judgment of the Board of Directors of the Company (or an authorized committee thereof), in the best interests of the Company to disclose and is not, in the judgment of the Company’s counsel, otherwise required to be disclosed (a “Valid Business Reason”), the Company may postpone filing the Registration Statement for up to 60 days until such Valid Business Reason no longer exists. The Company shall give written notice to the Purchasers of its determination to postpone filing the Registration Statement and of the fact that CAM the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. If the Company gives the Purchasers notice of its determination to postpone filing the Registration Statement, the Purchasers shall have the right, within 10 business days after receipt thereof, to withdraw their request for the Demand Registration, in which case such request shall not be required to file a Demand Registration Statement and otherwise comply with the provisions counted for purposes of this Section 2 unless the aggregate number 4.2(a)(i). The method of the Registrable Securities requested to distribution will be registered (i) constitute at least 5% of the Registrable Securities issued in open market and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeprivately negotiated transactions.

Demand Registration. (a) At 2.1 Registration Other Than on Form F-3 or Form S-3. Subject to the terms of this Agreement, at any time commencing at least 365 or from time to time after the earlier of (i) the three (3) year anniversary of the Closing Date or (ii) the date that is six (6) months after the closing of the Company Qualified IPO, Holders holding twenty-five percent (25%) or more of the voting power of the then outstanding Registrable Securities held by all Holders may request in writing that the Company effect a Registration on any internationally recognized exchange that is reasonably acceptable to such requesting Holders. Upon receipt of such a request, the Company shall (x) promptly give written notice 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 effective date Company’s delivery of any registration statement covering written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the IPO, after receipt Initiating Holders may request. The Company shall be obligated to effect no more than three (3) Registrations pursuant to this Section 2.1 that have been declared and ordered effective; provided that if the sale of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent sought to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities be included in such registration thereof pursuant to this Section 2, and such Holder shall specify 2.1 is not consummated for any reason other than due to the action or inaction of the Holders including Registrable Securities in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand such Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required deemed to file a Demand constitute one of the Registration Statement and otherwise comply with the provisions of rights granted pursuant to this Section 2 unless 2.1; provided further that the aggregate number Registration pursuant to Section 2.2 or 3.1 shall not be deemed to constitute one of the Registrable Securities requested Registration rights granted pursuant to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeSection 2.1.

Demand Registration. (a) At any time commencing at least 365 days after the effective date of any registration statement covering the IPO, after Upon receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand RegistrationRegistration Request") under delivered not earlier than 120 days prior to the Securities Act covering all or part first anniversary of this Agreement from Holders holding at least 50% of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing aggregate of the number of Preferred Shares then outstanding, the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such request and each such Holder, in lieu Registration Request a registration statement for the purpose of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt effecting a Registration of the aforementioned notice from CAM) sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have all or part of such Holder's his Registrable Securities Shares included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 statement within IO days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with notice by such Holder of the Commission and Registration Request. The Company shall use its commercially reasonable best efforts to cause effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to be declared effectivefile post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, a (h) the date on which all Registrable Shares have been sold pursuant to such registration statement or Rule 144, and (a "Demand Registration Statement"iii) relating to all shares the date on which, in the reasonable opinion of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, counsel to the extent required to permit Holders, all of the disposition (Registrable Shares may be sold in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, Rule 144(k); provided, however, that CAM the Company shall not be required obligated to file a Demand Registration Statement and otherwise comply with the provisions of take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the aggregate number Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "Suspension Right") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 90 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any trustee of the Registrable Securities requested to be registered (i) constitute at least 5% Company stating that, in the good faith judgment of the Registrable Securities issued Company, it would be detrimental to the Company and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand its shareholders to file such Demand Registration Statement is maderegistration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement).

Demand Registration. (a) At any time commencing at least 365 days after In the effective event that the Company does not file a Registration Statement within the twelve (12) months following the date of any registration statement covering the IPOhereof, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of in which the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of Consultant have been included, at any time during the four (4) years thereafter, any "Majority Holder" (as such request and each such Holder, term is defined in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM7.4(c) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registeredshall have the right (which right is in addition to the piggyback registration rights provided for under Section 7.3 hereof), providedexercisable by written notice to the Company (the "Demand Registration Request"), howeverto have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), that CAM shall not be required to file on one occasion, at the sole expense of the Company, a Demand Registration Statement and otherwise such other documents, including a prospectus, as may be necessary (in the opinion of both counsel for the Company and counsel for such Majority Holder), in order to comply with the provisions of the Act, so as to permit a public offering and sale of the Registrable Securities by the holders thereof, for nine (9) consecutive months. (b) The Company covenants and agrees to give written notice of any Demand Registration Request to all holders of the Registrable Securities within ten (10) days from the date of the Company's receipt of any such Demand Registration Request. After receiving notice from the Company as provided in this Section 2 unless 7.4(b), holders of Registrable Securities may request the Company to include their Registrable Securities in the Registration Statement to be filed pursuant to Section 7.4(a) hereof by notifying the Company of their decision to include such securities within ten (10) days of their receipt of the Company's notice. (c) The term "Majority Holder" as used in this Section 7.4 shall mean any holder or any combination of holders of Registrable Securities, if included in such holders' Registrable Securities are that aggregate number of Shares (including Shares already issued and Shares issuable pursuant to the exercise of outstanding Warrants) as would constitute a majority of the aggregate number of Shares (including Shares already issued and Shares issuable pursuant to the Registrable Securities requested to be registered (iexercise of outstanding Warrants) constitute at least 5% included in all of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is made.Securities. 7.5

Demand Registration. (a) At any time commencing at least 365 days Request by Holders. From and after the effective date that is thirty (30) days following the date on which the Company is current with respect to the filings with the Commission required to be made by it pursuant to the Exchange Act of any registration statement covering 1934, as amended (the IPO"Exchange Act"), after receipt of if the Company receives a written request from a Holder requesting Holders that CAM effect a registration hold at least ten percent (10%) of the Notes or Warrant Shares, as applicable, originally issued (the "Requesting Holders") that the Company register Registrable Securities held by Requesting Holders (a "Demand RegistrationRequest"), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request ("Request Notice") under to all Holders. Each Demand Request shall (x) specify the Securities Act covering all or part type and number of the Registrable Securities held by such Holder which specifies that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition thereof, CAM shall promptly notify all of such Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders in writing of the to be received for such Registrable Securities. Following receipt of such request and each such Holdera Demand Request, in lieu the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt delivery to the Company of the aforementioned notice from CAM) to have all or part of Demand Request, a Registration Statement covering such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within fifteen (15) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Holders ("Participating Demand Holders") for sale, Registrable Securities to the extent required necessary to permit the disposition (of such Registrable Securities in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a distribution specified in such Demand Registration Statement Request; and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) use its commercially reasonable efforts to have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is made.declared effective by the SEC as soon as practicable thereafter. (b)

Demand Registration. (a) At If the Company shall receive, at any time commencing after the earlier of December 31, 2002 or one hundred eighty (180) days following the effective date of a Qualified IPO, from Initiating Holders a written request that the Company effect any registration with respect to all or at least 365 twenty-five percent (25%) of the issued and outstanding Registrable Securities held by Holders, the Company shall: promptly give written notice of the proposed registration to all other Holders; and as soon as practicable use its best efforts to register (including, without limitation, the execution of an undertaking to file post-effective amendments and any other governmental requirements) all Registrable Securities which the Initiating Holders request to be registered; provided, that the Company shall not be obligated to file a registration statement pursuant to this Section 5.2: in any particular state in which the Company would be required to execute a general consent to service of process in effecting such registration; within one hundred eighty (180) days following the effective date of any registered offering of the Company's securities to the general public in which the Holders of Registrable Securities shall have been able effectively to register all Registrable Securities as to which registration shall have been requested; in any registration having an aggregate offering price (before deduction of underwriting discounts and expenses of sale) of less than $5,000,000; after the Company has effected two such registrations by the Investors and two such Registrations by the Founders pursuant to this Section 5.2 and such registrations have been declared or ordered effective, except as provided in Section 5.3; or during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 5.3 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective; and provided further that the Company may not rely on this Section 5.2(a)(ii)(E) more than once during the term of any this Agreement to not register Registrable Securities pursuant to a request made by Initiating Holders pursuant to this Section 5.2. Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the IPORegistrable Securities so requested to be registered as soon as practical, but in any event within sixty (60) days after receipt of the request or requests of the Initiating Holders and shall use reasonable best efforts to have such registration statement promptly declared effective by the Commission whether or not all Registrable Securities requested to be registered can be included; provided, however, that if the Company shall furnish to such Holders a written request from a Holder requesting certificate signed by the President of the Company stating that CAM effect in the good-faith judgment of the Board of Directors it would be seriously detrimental to the Company and its Stockholders for such registration statement to be filed within such sixty (60) day period and it is therefore essential to defer the filing of such registration statement, the Company shall have an additional period of not more than 60 days after the expiration of the initial sixty (60) day period within which to file such registration statement; provided, that during such time the Company may not file a registration (a "Demand Registration"statement for securities to be issued and sold for its own account except as contemplated by Section 5.2(a)(ii)(E) under above. If the Securities Act covering all or part of Initiating Holders intend to distribute the Registrable Securities held covered by their request by means of an underwriting, they shall so advise the Company as a part of their request. In such Holder which specifies the intended method or methods of disposition thereofevent, CAM shall promptly notify all Holders if so requested in writing by the Company, the Initiating Holders shall negotiate with an underwriter selected by the Company with regard to the underwriting of such requested registration; provided, however, that if a majority in interest of the receipt Initiating Holders have not agreed with such underwriter as to the terms and conditions of such request and each underwriting within twenty (20) days following commencement of such Holdernegotiations, a majority in lieu interest of exercising its rights under the Initiating Holders may select an underwriter of their choice. The right of any Holder to registration pursuant to Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of 5.2 shall be conditioned upon such Holder's receipt of participation in such underwriting and the aforementioned notice from CAM) to have all or part 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. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 5, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, the Company shall so advise all Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting may be reduced up to an amount that is not less than twenty-five percent (25%) of all the securities included in such registration and the Registrable Securities to be included shall be allocated among all Holders thereof pursuant in proportion, as nearly as practicable, to this Section 2, and such Holder shall specify in such notice the number respective amounts of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register held by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, ; provided, however, that CAM securities to be included in such registration statement as a result of piggyback registration rights not contained in this Article V as well as any securities to be offered by the Company, its officers and employees shall not be required excluded from the registration statement prior to file the exclusion of any Registrable Securities held by the Holders and further provided that no Registrable Securities held by Holders other than the Founders shall be reduced if any Registrable Securities held by the Founders are included in the registration. If any Holder disapproves of the terms of the underwriting, he may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If, by the withdrawal of such Registrable Securities, a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate greater number of the Registrable Securities requested held by other Holders may be included in such registration (up to be registered (ithe limit imposed by the underwriters) constitute at least 5% the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the limitation as set forth above. Any Registrable Securities which are excluded from the underwriting by reason of the Registrable Securities issued and outstanding as of the date of this Agreement underwriter's marketing limitation or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file withdrawn from such Demand Registration Statement is madeunderwriting shall be withdrawn from such registration.

Demand Registration. (a) At any time commencing at least 365 days after Subject to the effective date provisions of any registration statement covering Applicable Law, GSHS, SAIF and/or OCP, may each request, in writing (such requesting party or parties, the IPO“Demanding Party”), after receipt of a written request from a Holder requesting that CAM the Company effect a registration (a "Demand Registration") under the Securities Act covering of all or any part of the Registrable Securities held Shares owned by the Demanding Party and in the manner considered appropriate by the Demanding Party. If the Demanding Party intends to distribute the Registrable Shares by means of an underwriting, it shall so advise the Company. In the event such Holder which specifies registration is underwritten, the intended method or methods right of disposition thereofother Shareholders to participate in such registration shall be conditioned on GSHS’s, CAM SAIF’s and OCP’s participation in such underwriting. Upon receipt of any such request, the Company shall promptly notify all Holders in writing of the receipt give written notice of such request and each such Holderproposed registration to all Shareholders. Such other Shareholders shall have the right, in lieu of exercising its rights under Section 3 hereof may elect (by giving written notice sent to the CAM Company within 10 Business Days from thirty (30) calendar days after the date of such Holder's receipt of the aforementioned notice from CAM) Company provides its notice, to elect to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify of their Registrable Shareholders other than the Demanding Party may request in such notice of election, subject to the approval of the underwriter managing the offering. Notwithstanding any other provision of this Section 3.1, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall advise all holders of Registrable Shares which would otherwise be underwritten pursuant hereto that the number of shares that may be included in the underwriting shall be allocated to the holders of such Registrable Shares (subject to priority being given to SAIF and OCP) on a pro rata basis based on the number of Registrable Securities that Shares requested by each such Holder elects to include in holder. Any Registrable Shares excluded or withdrawn from such underwriting shall be withdrawn from the registration. Thereupon CAM The Equity Shares held by the holders of Registrable Shares other than SAIF and OCP shall be withdrawn and excluded first, before any shares held by SAIF and OCP shall be withdrawn or excluded (on a pro rata basis). Thereupon, the Company shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a effect the registration statement (a "Demand Registration Statement") relating to of all shares of Registrable Securities which CAM Shares that the Company has been requested so requested to register register. Such registration shall be done on such forms and in such manner as is considered appropriate by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement SAIF and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeOCP together.

Demand Registration. (ai) At any time commencing at least 365 days after After the effective date earlier of any (x) December 29, 1998 or (y) the completion by the Company of the first underwritten public offering of Common Stock that is effected pursuant to a registration statement covering filed with, and declared effective by the IPOSEC under the Securities Act, after receipt of a except as provided in Section 9(b)(ii) below, upon the written request from a Holder requesting of one or more Registering Mas Stockholders that CAM the Company effect a pursuant to this Agreement the registration (a "Demand Registration") of Registrable Securities under the Securities Act covering all or part of (which request shall specify the Registrable Securities held by such Holder which specifies so requested to be registered, the Proposed Amounts thereof and the intended method or methods of disposition thereofby the Registering Mas Stockholders), CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shallCompany will, as expeditiously as is reasonably possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable best efforts to cause to be declared effective, a effect the registration statement (a "Demand Registration Statement") relating to all shares under the Securities Act of the Proposed Amount of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") Securities, for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereofof disposition stated in such request; PROVIDED, HOWEVER, that (A) if in the good faith judgment of the Board of Directors of the Company, such registration would be detrimental to the Company and the Board of Directors of the Company concludes, as aforesaida result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (B) the Company shall furnish to the Registering Mas Stockholders 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 180 days after receipt of the request of the Registering Mas Stockholders 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 9(b): (x) securities of the Company held by any other securities holder of the Company, and (y) 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 (1) in the written opinion of the 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 adversely affect the marketing of the Registrable Securities so registeredto be sold by the Registering Mas Stockholders or (2) in the written opinion of an investment banker of nationally recognized standing jointly selected by the Registering Mas Stockholder and the Company (if such method of disposition is not an underwritten public offering), provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with such inclusion would materially adversely affect the provisions of this Section 2 unless the aggregate number of price at which the Registrable Securities requested may be sold pursuant to be registered (i) constitute at least 5% the plan of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madedistribution.

Demand Registration. (a) At any time commencing at least 365 after the date hereof and expiring five (5) years after the effective date of the Registration Statement, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (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 Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective shares of Common Stock underlying the Warrants or any other securities issuable upon exercise of the Warrants for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request; provided. however, upon receipt of a request for a registration pursuant to this SECTION 7.3, the Company may, one time, in any 12 month period (i) postpone the filing of a registration statement for a period not to exceed ninety (90) days from the date of receipt of such request, if the President of the Company furnishes to the Holders requesting registration a certificate signed by the Company's President stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company for a public offering of the Company's securities to be commenced in the near future or (ii) postpone the filing of a registration statement for a period not to exceed ninety (90) days from the effective date of any registration statement covering relating to a primary underwritten offering of securities of the IPO, after Company which has been declared effective prior to the date of receipt of a written request from a Holder requesting that CAM effect for registration. If the Company so determines to postpone a registration (a "Demand Registration") under requested by the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereofHolders pursuant to this SECTION 7.3, CAM it shall promptly notify all the requesting Holders in writing of such determination including the receipt of reason therefor, whereupon the requesting Holders shall be entitled to withdraw such request and each such Holderregistration shall not count as a registration under this SECTION 7.3. In addition, the Company may, one time, in lieu any 12 month period, suspend the effectiveness of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such any registration thereof statement filed pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request SECTION 7.3 for a Demand Registrationperiod of forty-five (45) days, file with if the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares President of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, the Company furnishes to the extent Holders of securities registered pursuant to this SECTION 7.3 a certificate signed by the Company's President stating that the Board of Directors of the Company has determined, upon advice of counsel, that it would be required to permit disclose any significant corporate development which disclosure would have a material effect on the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, Company; provided, however, that CAM shall not be the period of time which such registration statement is required to file a Demand Registration Statement and otherwise comply with be effective shall be increased by the provisions of this Section 2 unless the aggregate number of days that the Registrable Securities requested registration statement was suspended (the "Suspension Period"); and provided, further, that the Company shall furnish to be each Holder of securities registered pursuant to SECTION 7.3 a notice stating that the Suspension Period has been terminated within three (i3) constitute at least 5% of the Registrable Securities issued and outstanding as of business days following the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is made.termination..

Demand Registration. (a) At any time commencing at least 365 after 180 days after the initial public offering of the Company’s Common Stock pursuant to an effective registration under the Securities Act, the Investors holding a majority of the Registrable Securities held by all of the Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities in the manner(s) specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all holders of Registrable Securities who shall then have twenty (20) 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 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 extent provided herein. The Company shall cause such registration statement to be filed within thirty (30) days after the initial request and will use its best efforts to effect the registration of all Registrable Securities whose holders request participation in such registration under the Securities Act within forty-five (45) days after the required filing date, but only to the extent provided for in this Agreement; provided, however, that the Company shall not be required to effect a registration pursuant to a request under this Section 2 more than two (2) times for the Investors as a group. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of any a registration statement filed by the Company covering a firm commitment underwritten public offering in which the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number holders of Registrable Securities that such Holder elects shall have been entitled to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under join pursuant to Section 4 belowand in which there has been effectively registered all Registrable Securities as to which registration was requested. A registration will not count as a requested registration under this section 2(a) after receipt of a written request for a Demand Registration, file with unless the registration statement relating to such registration has been declared effective by the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to at the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) request of the Registrable Securities so registered, initiating Investors; provided, however, that CAM shall the holders of a majority of the participating Registrable Securities may request, in writing, that the Company withdraw a registration statement that has been filed under this Section 2(a) but has not be required 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 a Demand Registration Statement and otherwise comply another registration statement, in accordance with the provisions procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is made2(a).

Demand Registration. (a) At any time commencing at least 365 180 days after the effective date ------------------- Initial Public Offering and for so long as the Company shall not be eligible to file a Registration Statement on Form F-3 (or any successor form relating to secondary offerings), each of any registration statement covering the IPOHolders may request, after receipt of a written request from a Holder requesting in writing, that CAM the Company effect a registration on Form F-1 or Form F-2 (a "Demand Registration"or any successor form) under the Securities Act covering all or part of the Registrable Securities Shares held by such Holder which specifies having an aggregate offering price to the intended method or methods public of disposition thereof, CAM shall promptly notify all Holders in writing of the at least $50,000,000.00. Following receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written any notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, the Company shall immediately notify all Holders from whom notice has not been received and such Holder shall specify use its best efforts to register under the Securities Act, for public sale in accordance with the method of distribution specified in such notice from the requesting Holder or Holders, the number of Registrable Securities that such Holder elects to include Shares specified in such registration. Thereupon CAM shall, as expeditiously as is possible, but notice (and in any event no later than all notices received by the Company from other Holders within 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt the giving of such notice by the Company). If such method of distribution shall be an underwritten public offering, the Holder of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) majority of the Registrable Securities so registeredShares to be sold in such offering may designate the managing underwriter of such offering, providedsubject to the approval of the Company, howeverwhich approval shall not be unreasonably withheld or delayed. If a registration pursuant to this Section 2 is, that CAM in whole or in part, an underwritten public offering, the Company shall provide such assistance with respect to the offering as may be reasonably requested by the requesting Holders or the underwriters, including, but not limited to, causing members of the Company's senior management team to participate in "roadshow" presentations for the purpose of the marketing of the Registrable Shares to be sold by the underwriters. The Company shall not be required to file effect more than one such registration at the request of each of the CGIP Group and the Floscule Group under this Section 2; provided that such -------- obligation shall be deemed satisfied only when a Demand Registration Statement and otherwise comply covering all Registrable Shares specified in notices received as aforesaid, for sale in accordance with the provisions method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. The Company will use its best efforts to maintain the effectiveness for up to 90 days (or such shorter period of time as the underwriters need to complete the distribution of the registered offering) of any Registration Statement pursuant to this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is made2.

Demand Registration. (a) At any time commencing at least 365 days after October 30, 2000 the effective date of any registration statement covering Shareholder may require the IPO, after receipt of Company (pursuant to a written request from a Holder requesting that CAM notice to the Company) to effect a the registration under the Securities Act of Shares of the Company (a "Demand Registration"). Such request (a "Demand Request") under by the Securities Act covering all Shareholder shall (i) specify the class and number of Shares which the Shareholder intends to sell or part of the Registrable Securities held by such Holder which specifies dispose of, and (ii) state the intended method or methods by which the Shareholder intends to sell or dispose of disposition thereofsuch Shares. In connection with any underwritten public offering, CAM the underwriter thereof shall promptly notify all Holders in writing be selected by the Company, subject to the consent of the Shareholder, which shall not be unreasonably withheld. Upon receipt of such request and each such Holdera Demand Request, in lieu the Company shall (as requested) (i) cause to be filed, within seventy-five (75) calendar days of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt delivery to the Company of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effectiverequest, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities covering such Shares which CAM the Company has been so requested to register by register, providing for the registration under the Securities Act of such Holders ("Participating Demand Holders") for sale, Shares to the extent required necessary to permit the disposition (of such Shares so to be registered in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, distribution specified in such request (provided, howeverfurther, that CAM shall in either case the Company may delay making such filing or taking such action by not be more than sixty (60) calendar days if the Company, prior to the time it would otherwise have been required to file a Demand Registration Statement and otherwise comply with such registration statement or take such action, determines in good faith that the provisions filing of this Section 2 unless such registration statement or the aggregate number taking of such action would require the disclosure of material nonpublic information that, in the reasonable judgment of the Registrable Securities requested Company, would be detrimental to the Company if so disclosed (and a delay would be likely to reduce the detrimental effect of such disclosure or obviate the need for such disclosure to be registered made), or would otherwise adversely affect a financing, acquisition, disposition, merger or other material transaction), and shall use its best efforts to have such registration statement declared effective by the SEC as soon as practicable thereafter. The Shareholder shall have the right to exercise up to one (i1) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is maderight.

Demand Registration. At any time during the period beginning one (1) year following the closing of the IPO, (a) At any time commencing at least 365 days after the effective date of any registration statement covering the IPO, after receipt of a written Initiating Holders may request from a Holder requesting in writing that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder Shares shall be registered for trading on any securities exchange on which specifies the intended method or methods Company's shares are otherwise traded, and (b) after the Company has completed at least one (1) registration at the request of disposition thereofthe Holders, CAM shall promptly notify all Holders the Founders holding a majority of the Founders' Shares may request in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have that all or part of the Founders Shares shall be registered for trading on any securities exchange on which the Company's shares are otherwise traded. Any request under this Section must request the registration of shares in a minimum amount of five million United States dollars ($5,000,000) (or, if on Form X-0, xxx xxxxxxx Xxxxxx Xxxxxx dollars ($1,000,000)). Within twenty (20) days after receipt of any such Holder's Registrable Securities included request, the Company shall give written notice of such request to the other Holders (and following the first such registration, the Founders) and shall include in such registration thereof pursuant all Registrable Shares (and following the first such registration, the Founders Shares) held by all such Holders (or following the first such registration, the Founders) who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company's notice. Thereupon, the Company shall effect the registration of all Registrable Shares (and, in the case of a request submitted by the Founders, Founders Shares) as to which it has received requests for registration for trading on the securities exchange specified in the request for registration; provided, however, that the Company -------- shall not be required to effect any registration under this Section 23.3 within a period of twelve (12) months following the effective date of a previous registration. Notwithstanding any other provision of this Section 3, if the managing underwriter advises the Holders (and following the first such Holder shall specify registration, the Founders) in such notice writing that marketing factors require a limitation of the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause shares to be declared effectiveunderwritten, a then there shall be excluded from such registration statement and underwriting to the extent necessary to satisfy such limitation, first shares held by shareholders other than the Holders and Founders (a "Demand Registration Statement") relating pro rata to all shares the total number of Registrable Securities Shares held by each of the Holders of such group), then shares which CAM has been so requested the Company may wish to register for its own account, then shares held by the Founders (pro rata to the total number of Registrable Shares held by each of the Holders of such Holders ("Participating Demand Holders"group) for saleand thereafter, to the extent required necessary, shares held by the Holders (pro rata to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) respective total number of Registrable Shares held by each of the Registrable Securities so registeredHolders), provided, however, -------- that CAM in any event all Registrable Shares must be included in such registration prior to any other shares of the Company. The Company shall not register securities for sale for its own account in any registration requested pursuant to this Section 3.3 unless permitted to do so by the written consent of Holders (or, in the case of a registration requested by Founders, Founders) who hold at least 66% of the Registrable Shares (or, in the case of a registration requested by Founders, Founders Shares) as to which registration has been requested. The Company shall not be required to file a Demand Registration Statement and otherwise comply with effect more than four (4) registrations at the provisions request of the Initiating Holders under this Section 2 unless 3.3 and two (2) registrations at the aggregate number request of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of Founders under this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeSection 3.3.

Demand Registration. (a) At any time commencing at least 365 days after following the effective date six month anniversary of any registration statement covering the IPOclosing of the Warrant Conversion Agreement, after receipt the holders of a written majority of the Registrable Securities may request from a Holder requesting that CAM effect a registration (a "“Demand Registration"”) under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies Securities. Upon the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the Company’s receipt of such request and each such Holdera Demand Registration, in lieu of exercising its rights under Section 3 hereof may elect (by the Company shall give all other Stockholders written notice sent thereof as soon as practicable but in no event less than 10 days prior to the CAM within 10 Business Days from the date filing of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2statement, and shall provide such Holder shall specify in such notice the number of Registrable Securities that such Holder elects Stockholders an opportunity to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but registration all Registrable Securities requested by the Stockholders in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause writing to be declared effectiveincluded therein, subject to the limitations set forth in this Section 2.1. The Company shall file a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of covering the Registrable Securities requested to be registered pursuant to this Section 2.1 for an offering to be made on a continuous basis pursuant to Rule 415 promulgated under the Securities Act on Form S-3 (ior on such other form appropriate for such purpose) constitute within 30 days of the Company’s receipt of a Demand Registration. The Company shall use its best efforts to cause such registration statement to be declared effective by the SEC within 120 days following the Company’s receipt of the Demand Registration, subject to any limitations imposed upon such registration by Rule 415 and the SEC’s guidelines and limitations promulgated thereunder. Notwithstanding the foregoing, the Company may postpone for up to six months the filing or the effectiveness (which may include the withdrawal of an effective registration statement) of a registration statement pursuant to this Section 2.1 if the Company’s board of directors reasonably determines in its good faith judgment that, because of the existence of any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition or financing activity (other than in the ordinary course of business) or the unavailability for reasons beyond the Company’s control of any required financial statements, or any other event or condition of similar significance to the Company, it would be materially disadvantageous to the Company and its stockholders for such a registration statement to be maintained effective, or to be filed and become effective. The Company may include in a Demand Registration any securities that are not Registrable Securities. Only one registration may be demanded pursuant to this section. A registration will not count as a Demand Registration until it has become effective and includes at least 575% of the Registrable Securities issued and outstanding as of requested by the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on Stockholders to be included in the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is maderegistration statement.

Demand Registration. (a) At any time commencing at least 365 days after during a period of five years from the effective date of any this Agreement, Holders owning more than 50% of the aggregate Registrable Securities then outstanding shall have the right (which right is in addition to the piggyback registration statement covering rights provided for under Section 1(c) hereof), exercisable by written notice to the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration Company (a the "Demand RegistrationRegistration Request"), to have the Company prepare and file with the Securities and Exchange Commission (the "Commission") under on no more than two occasions, according to the Securities Act covering all or part expense - sharing arrangements described at Section 2(b) below, 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 such Holders), in order to comply with the provisions of the Act, so as to permit a public offering and sale of the Registrable Securities held by such the Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM during the one year period ending on the first anniversary of the date hereof the Company shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of register pursuant to this Section 2 1(d) the Subscription Shares and any shares of Common Stock issued upon any stock split or stock dividend in respect thereof unless Holders owning at least two-thirds of such shares have given written notice to the aggregate number Company of demand pursuant to this Section 1(d) in which case, notwithstanding the Registrable Securities requested expense-sharing arrangements described in Section 2(b), such electing Holders shall bear their pro rata share of all costs and expenses of such registration, such amount to be registered (i) constitute at least 5% of determined based on the Registrable Securities issued and outstanding percentage which the market value as of the date of this Agreement or (ii) have an filing of the registration statement of the Subscription Shares so included bears to the aggregate minimum market value as of the date of filing of the registration statement of all securities covered by such registration statement; provided, further, that the Company shall not be required to effect a Registration pursuant to this Section 1(d) unless at least US$85,000,000 based on the closing trading price 500,000 shares of the Class A Registrable Securities are proposed to be sold in such registration (as adjusted for any stock split, stock dividend or similar change in the Common Stock Stock). The Company shall not be required to maintain the effectiveness of any such registration for greater than six months. The form on which such registration shall be filed shall be determined by the date Company from among the demand forms then available to file it under the Act for such Demand Registration Statement is maderegistration.

Demand Registration. (a) At any time commencing at least 365 and from time to time after 180 days after following the effective date commencement of any registration statement covering the IPOInitial Offering, after receipt of a upon written request from a Holder requesting by the Requisite Holders that CAM the Company effect a the registration (a "Demand Registration") under the Securities Act covering of all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration StatementRequest") relating ), the Company will use reasonable best efforts to all shares of register the Registrable Securities which CAM the Company has been so requested to register by such the Holders under the Securities Act for resale by the Holders in an underwritten offering (a "Participating Demand HoldersSubsequent Offering") pursuant to a registration statement (the "Subsequent Registration Statement") that has been declared effective by the Commission, which registration statement shall be kept effective by the Company until the earlier of such time as the Subsequent Offering is completed or the expiration of 60 days following the effectiveness of the Subsequent Registration Statement. The Company will use reasonable best efforts to have each Subsequent Registration Statement declared effective by the Commission within ninety (90) days after receipt of such request or within sixty (60) days after receipt of such request if the Company is qualified to file a registration statement on Commission Form X-0, X-0 or any successor or similar short-form registration statement (collectively, "Commission Form S-3"). Subject to subdivision (g), the Company may include in such Subsequent Registration Statement and Subsequent Offering other securities of the Company for sale, to for the extent required to permit Company's account or for the disposition (in accordance with the intended method or methods thereof, as aforesaid) account of the Registrable Securities so registered, provided, however, that CAM shall not be required to file any other person. Upon receipt of a Demand Request, the Company shall promptly give written notice of such request to all Holders, and all Holders shall be afforded the opportunity to participate in such request as follows: subject to subdivision (g), the Company will include in each Subsequent Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate Subsequent Offering such number of the Registrable Securities requested to be registered (i) constitute at least 5% of any Holder joining in such request as are specified in a written request by the Registrable Securities issued and outstanding as Holder received by the Company within 20 days after receipt of such written notice from the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeCompany.

Demand Registration. (a) At Subject to the provisions hereof, at any time commencing at least 365 days on or after the effective date hereof, the Holder or Holders of any registration statement covering a majority (by number of shares of Warrant Shares) of the IPO, after receipt of Registrable Securities (the "Requesting Holders") may make a written request from a Holder requesting that CAM effect a to the Corporation for registration with the SEC under and in accordance with the provisions of the Securities Act of all or part of such Requesting Holders' Registrable Securities (a "Demand Registration"); provided, that (x) under the Securities Act covering all or part Corporation need not effect the Demand Registration unless the sale of the Registrable Securities held by the Requesting Holders pursuant to the Demand Registration will result in receipt by such Holder which specifies Requesting Holders of at least $1,000,000 in aggregate net proceeds, and (y) the intended method or methods Corporation may defer the Demand Registration for a single period not to exceed 180 days, if the Board of disposition thereof, CAM shall promptly notify all Holders in writing Directors of the receipt Corporation determines in the exercise of its reasonable judgment that due to a pending or contemplated acquisition, disposition or public offering it would be inadvisable to effect the Demand Registration at such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within time. Within 10 Business Days from the date of such Holder's days after receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts Corporation will serve written notice (the "Notice") of such registration request to cause all Holders of Registrable Securities. Subject to be declared effectiveSection 2(d) below, a registration statement (a "the Corporation will include in any Demand Registration Statement") relating to all shares Registrable Securities of the Holders for which the Corporation has received written requests for inclusion therein from such Holder within 15 business days after the receipt by the applicable Holder of the Notice. All requests for the sale of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a any Demand Registration Statement and otherwise comply with the provisions of made pursuant to this Section 2 unless 2(a) will specify the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is maderegistered.

Demand Registration. (a) At any time commencing at least 365 from and after 180 days after following the effective date of any registration statement covering the IPOhereof and subject to Section 2(c) hereof, after receipt of a written request from a Holder requesting that CAM Company effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM Company within 10 ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from CAMCompany's notice) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM Company shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission SEC and use its commercially reasonable best efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, ; however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number value of the Registrable Securities requested to be registered (i) constitute be at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 $100,000,000, based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is mademade or (ii) include all Registrable Securities which remain outstanding at such time.

Demand Registration. (a) At any time commencing at least 365 when an Investor is not subject to a lock- up period or other sale restrictions, such Investor may demand that the Company file a Registration Statement, which may be on Form S-1, or Form S-3 if the Company is eligible, for the purpose of conducting an Underwritten Offering of any or all of such Investor's Registrable Securities (a “Demand Registration”). The Company shall, unless the Company is subject to a market stand-off pursuant to an agreement within one or more investment banks (in which case the Company shall promptly inform such Investor), within ten (10) days of its receipt of the Demand Registration request, 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 such Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Demand Holder”) shall so notify the Company, in writing, within five (5) days after the effective date receipt by the Holder of the notice from the Company. Upon receipt by the Company of any registration statement covering the IPO, after receipt of a such written request notification from a Holder requesting that CAM effect a registration (a "Requesting Demand Registration"Holder(s) under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of Company, such Holder's receipt of the aforementioned notice from CAMRequesting Demand Holder(s) shall be entitled to have all or part of such Holder's their Registrable Securities included in such registration thereof a Registration pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions Company shall effect, as soon thereafter as practicable, the Registration of this Section 2 unless the aggregate number of the all Registrable Securities requested by the Requesting Demand Holders pursuant to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is made.Demand

Demand Registration. (a) At any time commencing at least 365 days after following the effective date hereof (but subject to Section 5.10 of any registration statement covering the IPOPurchase Agreement), after receipt of a written the Holder may request from a Holder requesting in writing that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by them shall be registered under the Securities Act (a “Demand Registration”). The parties acknowledge and agree that the Holder may initiate the process for a Demand Registration prior to completion of any applicable lock-up periods provided that Holder does not effectuate the Transfer of shares thereunder until completion of all applicable lock-up periods. Thereupon, the Company shall effect the registration of all such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities as soon as practicable; provided that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 belowi) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM Company shall not be required to file effect any registration under this Section 2.3 (x) within a period of ninety (90) days following the effective date of a previous registration for which the Holder had an opportunity to participate and (y) with respect to Registrable Securities with a total offering price not reasonably expected to exceed, in the aggregate, $100 million, and (ii) this provision shall not apply if a shelf registration on Form F-3 has been filed pursuant to Section 2.4 and is effective and available for use; provided further that the Company shall not be obligated to declare the applicable Registration Statement effective prior to the date on which the Registrable Securities to be registered thereunder are freely transferable under Section 5.10 of the Purchase Agreement. The Company shall not be required to effect more than one (1) registration under this Section 2.3. If the Company shall furnish to the Holder a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the board of directors (the “Board”) it would be seriously detrimental to the Company or its shareholders for a registration under this Section 2.3 to be effected at such time, the Company shall have the right to defer such registration for a period of not more than sixty (60) days after receipt of the request of the Holder under this Section 2.3, provided that the Company shall not utilize this right more than twice in any twelve (12) month period. The Holder may elect to withdraw from any offering pursuant to this Section 2.3 by giving written notice to the Company and the underwriter(s) of its request to withdraw prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration. If the Holder withdraws from a proposed offering relating to a Demand Registration Statement and otherwise comply then either the Holder shall reimburse the Company for the costs associated with the provisions withdrawn Demand Registration (in which case such registration shall not count as a Demand Registration provided for in this Section 2.3) or such withdrawn registration shall count as a Demand Registration provided for in this Section 2.3. Notwithstanding any other provision of this Section 2 unless 2.3, if the aggregate managing underwriter advises the Holder in writing that marketing factors require a limitation on the dollar amount or the number of shares to be underwritten, then the amount of Registrable Securities proposed to be registered shall be reduced appropriately; provided that in any event all Registrable Securities held by the Holder and which are requested to be registered (i) constitute at least 5% included must be included in such registration prior to any other shares of the Registrable Securities issued and outstanding as Company, including shares held by persons other than the Holder. The Company shall not register securities for sale for its own account in any registration requested pursuant to this Section 2.3 unless permitted to do so by the written consent of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeHolder.

Demand Registration. (a) At any time commencing at least 365 days and from time to time after the effective date one year anniversary of any registration statement covering the IPOPurchase Agreement, after receipt the Holders of a majority in number of the Registrable Shares shall have the right, by written notice (the “Demand Notice”) given to the Corporation, to request from a Holder requesting that CAM effect a registration the Corporation to register (a "“Demand Registration"”) under and in accordance with the provisions of the Securities Act covering all or part any portion of such Holders’ Registrable Shares. Upon receipt of any such Demand Notice, the Registrable Securities held by such Holder which specifies the intended method or methods of disposition Corporation shall promptly, but in no event more than five (5) business days after receipt thereof, CAM shall promptly notify all Holders in writing each other Holder of the receipt of such request and each such HolderDemand Notice and, subject to the limitations set forth below, shall include in the proposed registration all Registrable Shares with respect to which the Corporation has received written requests for inclusion therein within 30 days after delivery of the Corporation’s notice. In connection with any Demand Registration in which more than one Holder or holders of Other Shares or the Corporation participates, in lieu 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 exercising its rights under Section 3 hereof may elect (by written notice sent Registrable Shares to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities be included in such registration thereof pursuant offering that the total amount of Shares to this Section 2, and such Holder shall specify be included in such notice 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 Shares to be sold), then the number of Registrable Securities that Shares, Primary Shares and Other Shares (which have registration rights with respect to such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days offering) shall be reduced on a pro rata basis (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt based upon the number of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause shares requested or proposed to be declared effectiveregistered by each such holder and the Corporation) to a number deemed satisfactory by such managing underwriter or underwriters, provided, that the securities to be excluded shall be determined in the sequence reflected in Section 3(b)(A). The Holders as a registration statement (a "group shall be entitled to one Demand Registration Statement") relating to all shares on each of Registrable Securities which CAM has been so requested to register by such Holders Form S-1, Form S-2 and Form S-3 ("Participating or any successor form thereto); provided, that any Demand Holders") Registration that does not become effective or is not maintained for sale, to the extent time period required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaidSection 2(c) of the Registrable Securities so registered, provided, however, that CAM hereof shall not be required to file a Demand Registration Statement and otherwise comply with the provisions count as one of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeRegistrations.

Demand Registration. (a) At any time commencing at least 365 days after during the effective date of Warrant Exercise Term, any registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration"Holder" (as such term is defined in Section 7.4(d) under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registeredshall have the right (which right is in addition to the piggyback registration rights provided for under Section 7.3 hereof), providedexercisable by written notice to the Company (the "Demand Registration Request"), howeverto have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), that CAM shall not be required to file on one occasion, at the sole expense of the Company, a Demand Registration Statement and otherwise such other documents, including a prospectus, as may be necessary (in the opinion of both counsel for the Company and counsel for such Demand Holder), in order to comply with the provisions of this Section 2 unless the aggregate number Act, so as to permit a public offering and sale of the Registrable Securities requested by the holders thereof for nine (9) consecutive months. In the event a Demand Registration Request is made pursuant to this Section 7.4(a) and the Registration Statement relating thereto is declared effective, no further Demand Registration Request can be registered made by any holder of Registrable Securities. (ib) constitute at least 5% The Company covenants and agrees to give written notice of any Demand Registration Request to all holders of the Registrable Securities issued and outstanding as of within ten (10) days from the date of this Agreement or (ii) have an aggregate minimum market value the Company's receipt of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file any such Demand Registration Request. After receiving notice from the Company as provided in this Section 7.4(b), holders of Registrable Securities may request the Company to include their Registrable Securities in the Registration Statement is made.to be filed pursuant to Section 7.4(a) hereof by notifying the Company of their decision to have such securities included within ten (10) days of their receipt of the Company's notice. (c) In addition to the registration rights provided for under Section 7.3 hereof and subsection (a) of this Section 7.4, at any time during the Warrant Exercise Term, any Demand Holder (as defined below in Section 7.4(d)) of Registrable Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file with the Commission, on one occasion in respect of all holders of Registrable Securities, a Registration Statement so as to permit a public offering and sale of such Registrable Securities for nine (9) consecutive months; PROVIDED, HOWEVER, that all costs incident thereto shall be at the expense of the holders of the Registrable Securities included in such

Demand Registration. After the occurrence of an Exercise Event (aas such term is defined in the Warrant Agreement) At any time commencing and the completion of an Initial Public Equity Offering, the holders of a number of Warrants, Warrant Shares and Registrable Securities (collectively, the "SUBJECT EQUITY") equivalent to at least 365 days after a majority of the effective date of any registration statement covering Warrant Shares subject to the IPOWarrants originally issued on the Issue Date, after receipt of from time to time, may make a written request from a Holder requesting that CAM to the Company to effect a one registration (a the "Demand RegistrationDEMAND REGISTRATION") under the Securities Act covering all or part of the Registrable Securities held by Subject Equity. Any such Holder which specifies request will specify the number of shares of Subject Equity proposed to be sold and will also specify the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of . Within 10 days after the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, the Company shall notify the Holders of all Subject Equity that a Demand Registration has been requested. Within 45 days after receipt by any Holder of Subject Equity of such notice from the Company, such Holder may request in writing that such Holder's Subject Equity be included in such Registration Statement and the Company shall include in such Registration Statement the Subject Equity of such Holder requested to be so included (the "INCLUDED SECURITIES"). Each such request by such other Holders shall specify the number of Included Securities proposed to be sold and the intended method of disposition thereof. Furthermore, the Company shall prepare, file with the Commission SEC and use its commercially reasonable best efforts to cause to be declared effectivebecome effective under the Securities Act within 150 days of such demand a Registration Statement in respect of all of the Subject Equity which the Holders request and keep such Registration Statement continuously effective until the earlier to occur of (i) the date that is 180 days after such effectiveness (the "EFFECTIVENESS PERIOD"), (ii) such period of time as all of the Subject Equity included in such Registration Statement shall have been sold thereunder and (iii) the Subject Equity included in such registration becomes fully saleable under paragraph (k) of Rule 144. If a registration statement (a "Demand Registration Statementoccurs during the "lock up" or "black out" period (not to exceed 180 days) imposed on the Company pursuant to or in connection with any underwriting or purchase agreement relating to all shares an underwritten Rule 144A or registered public offering of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") Common Stock or securities convertible into or exchangeable or exercisable for saleCommon Stock, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM Company shall not be required to so notify Holders of Subject Equity and file a Demand such Registration Statement and otherwise comply with respect to the provisions Subject Equity which the Holders request prior to the end of this Section 2 unless such "lock up" or "black out" period, in which event the aggregate number Company will use its best efforts to cause such Registration Statement to become effective no later than the later of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement 150 days after such demand or (ii) have 30 days after the end of such "lock up" or "black out" period. In the event of any "lock up" or "black out" period or any underwriting or other purchase agreement, the Company shall so notify the holders of Registrable Securities. Notwithstanding the foregoing, in lieu of filing and causing to become effective the Demand Registration, the Company may satisfy its obligation with respect thereto by making and consummating (or having its designee make and consummate) an aggregate minimum market value of offer to purchase all Subject Equity at a price at least US$85,000,000 based on equal to Current Market Value (as defined in the closing trading price Warrant Agreement, but without the inclusion of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeclause (i)(a) thereof), less any applicable Exercise Price.

Demand Registration. Commencing on such date as consolidated ------------------- financial results (including combined sales and net income) covering at least 30 days of post-Merger combined operations of the Company and USR have been published by the Company (the "RESTRICTION TERMINATION DATE"), the Required Holders may, by written notice to the Company (the "DEMAND NOTICE"), demand that the Company file, and, subject to Section 2.3 below, the Company shall file, a Registration Statement for an underwritten public offering covering an Offering of such number of Registrable Securities equal to the lesser of (a) At one-third (1/3) of the aggregate number of Registrable Securities ------ then owned by the Holders and (b) such number of Registrable Securities as would generate anticipated gross proceeds (based on the then current trading price of the Common Stock as reported by the NYSE) in such Offering of not more than $200,000,000. In addition, the Required Holders will be entitled at any time commencing at least 365 after _____, 1999 [date which is 11 1/2 months after Effective Time of Merger] or, if earlier, such date as Xxxxxxx Xxxxxx has received $250,000,000 in gross proceeds from the sale of Common Stock to demand that the Company file and cause to be declared effective a Registration Statement (collectively with the Registration Statement referred to in the preceding sentence, "DEMAND REGISTRATION STATEMENTS") covering all or any part of the Registrable Securities; provided that the Holders shall not be entitled to more than (x) one such demand (other than the demand provided in the first sentence of this Section 2.1) during any 12 month period and (y) three such demands in the aggregate. Subject to Section 2.3 below, such Demand Registration Statements shall be filed on an appropriate form under the Securities Act, as soon as practicable after the Company receives the Demand Notice, the Company will use its best efforts to cause any Demand Registration Statement to be declared effective on the date requested by the managing underwriter for the Offering (no earlier than 60 days from the date of the Demand Notice), or, if such Offering is not underwritten, as soon as practicable after filing with the Commission and (3) the Company will keep such Demand Registration Statement effective until the related Offering is completed (but not more than 60 days from the effective date of any registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is made).

Demand Registration. (a) At any time commencing at least 365 days after the effective date of any registration statement covering the IPO, after After receipt of a written request from a Holder an Investor (or any other Holder) requesting that CAM the Company effect a registration (a "“Demand Registration"”) under the Securities Act covering all or part of the Registrable Securities held by such Holder Investor (or such other Holder) which specifies the intended method or methods of disposition thereof, CAM the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM Company within 10 ten (10) Business Days from the date of such Holder's ’s receipt of the aforementioned notice from CAMthe Company) to have all or part of such Holder's ’s Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM the Company shall, as expeditiously as is reasonably possible, but in any event no later than 30 (i) forty-five (45) days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand RegistrationRegistration or (ii) if, as of such forty-fifth (45th) day the Company does not have audited financial statements required to be included in a registration statement, thirty (30) days after receipt by the Company from its independent public accountants of such audited financial statements but in no event later than ninety (90) days after receipt of a written request for a Demand Registration Statement, file with the Commission SEC and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "“Demand Registration Statement"”) relating to all shares of Registrable Securities which CAM the Company has been so requested to register by such Holders ("“Participating Demand Holders"”) for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number value of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of be at least US$85,000,000 25 million, based on the closing trading price of the Class A Common Stock Equity Shares on the date the demand to file such Demand Registration Statement is mademade or (ii) include all Registrable Securities of the Investor (or other Holder) requesting the Demand Registration which remain outstanding at such time.

Demand Registration. (a) At Subject to Section 6 and the provisions of the Registration Rights Agreement, at any time commencing at least 365 after the Company's Initial Public Offering, on no more than one occasion following 180 days after the effective date Company's Initial Public Offering, Xxxxxx Holders owning a majority of any registration statement covering the IPO, after receipt of Xxxxxx Shares may make a written request from a Holder requesting that CAM effect a registration (to the Company for a "Demand Registration") shelf" registration under and in accordance with the provisions of the Securities Act covering of all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the Xxxxxx Shares. Promptly upon receipt of any such request and each such Holder(but in no event more than five business days thereafter), in lieu of exercising its rights under Section 3 hereof may elect (by the Company will serve written notice sent to (the CAM within 10 Business Days from the date "Demand Notice") of such Holder's receipt of registration request to all Xxxxxx Holders, and the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included Company will include in such registration thereof 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 2, and such Holder shall 5(b) will specify in such notice the number aggregate amount of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effectiveregistered. Upon making a request pursuant to this Section 5(b), a registration statement (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 "Demand Holder" (as defined in the Registration Statement"Rights Agreement) relating to all shares of and as if the Registrable Securities which CAM has been so requested to register by such Holders under this Agreement were "Registrable Securities" ("Participating Demand Holders"as defined in the Registration Rights Agreement); PROVIDED, HOWEVER, that this Section 5(b) for saleshall not give the Xxxxxx Holder any rights under, or subject the Xxxxxx Holder to the extent required to permit the disposition (in accordance with the intended method or methods thereoflimitations contained in, as aforesaidSections 3(a), 3(f) and 3(g) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeRights Agreement.

Demand Registration. (a) At If at any time commencing at least 365 days after the effective date of any registration statement covering the IPOJuly 21, after receipt of 2000, Efficient shall receive from Cabletron a written request from a Holder requesting that CAM effect a registration (a "Demand RegistrationRequest") that Efficient register on Form S-1 or Form S-3 under the Securities Act covering all (or part if such form is not available, any registration statement form then available to Efficient) Registrable Securities equal to at least 2,000,000 shares of the Registrable Voting Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from Efficient outstanding on the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2Demand Request, and such Holder then Efficient shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause the Registrable Securities specified in such Demand Request (the "Demand Registrable Securities") to be declared effectiveregistered as soon as reasonably practicable so as to permit the offering and sale thereof and, in connection therewith, shall prepare and file with the SEC as soon as practicable, and in any event within thirty (30) days, after receipt of such Demand Request, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by effect such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, registration; provided, however, that CAM each such Demand Request shall: (i) specify the number of Demand Registrable Securities intended to be offered and sold by Cabletron pursuant thereto (which number of Demand Registrable Securities shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number less than 2,000,000 of the Registrable Voting Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and Efficient outstanding as of on the date of this Agreement or such Demand Request); (ii) have an aggregate minimum market value express the present intention of at least US$85,000,000 based on Cabletron to offer or cause the closing trading price offering of such Demand Registrable Securities pursuant to such Demand Registration Statement, (iii) describe the Class A Common Stock on the date the demand nature or method of distribution of such Demand Registrable Securities pursuant to file such Demand Registration Statement is made(including, in particular, whether Cabletron plans to effect such distribution by means of an underwritten offering); and (iv) contain the undertaking of Cabletron to provide all such information and materials and take all such actions as may be required in order to permit Efficient to comply with all applicable requirements of the Securities Act, the Exchange Act and the rules and Regulations of the SEC thereunder, and to obtain any desired acceleration of the effective date of such Demand Registration Statement.

Demand Registration. (a) At any time commencing at least 365 days Each of (i) the Holders of a majority-in-interest of the Parakou Shareholders Company Shares held by Holders from and after expiration of the Parakou Shareholders Lock-Up Period and (ii) the Holders of a majority-in-interest of Cambridge Stockholders Company Shares held by Holders from and after the effective date expiration of any registration statement covering the IPOInitial Cambridge Stockholders Lock-Up Period, after receipt of may from time to time make a written request from a Holder requesting that CAM the Company effect a registration (a "“Demand Registration"”) under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM Company within 10 ten Business Days from the date of such Holder's ’s receipt of the aforementioned notice from CAMthe Company) to have all or part of such Holder's ’s Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM the Company shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission SEC and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "“Demand Registration Statement"”) relating to all shares of Registrable Securities which CAM the Company has been so requested to register by such Holders ("“Participating Demand Holders"”) for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number value of the Registrable Securities requested to be registered (i) constitute be at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 US $10,000,000, based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is mademade or (ii) include all Registrable Securities which remain outstanding at such time.

Demand Registration. (a) At any time commencing at least 365 days after Upon the effective date of any registration statement covering the IPO, after receipt of a written request from of Holder, the Company will use its best efforts to cause the prompt Registration under the Securities Act, subject to the provisions of this Section 1, of all Registrable Securities Holder has requested the Company to register, and in connection therewith, prepare and file on such appropriate form as the Company, in its reasonable discretion, shall determine, a Holder requesting that CAM effect a registration (a "Demand Registration") Registration Statement under the Securities Act covering all or part of the Registrable Securities held by to effect such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, ; provided, however, that CAM the Company shall not be required to file a Demand -------- ------- effect such Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number market value of the Registrable Securities requested to be registered (i) constitute sold in such Registration shall be estimated to be at least 5% $1,000,000 at the time of filing such Registration Statement. With respect to any Registration Statement filed, or to be filed, pursuant to this Section 1.1(a), if the Company shall furnish to Holder a certified resolution of its Board of Directors stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale or assets, recapitalization or other similar corporate activity, or the unavailability for reasons beyond the Company's control of any required audited financial statements, or any other event or condition of similar significance to the Company) be materially disadvantageous (a "Disadvantageous Condition") to the Company or its stockholders for such a Registration Statement to be declared Effective, or to be filed and become Effective, and setting forth the general reasons for such judgment, the Company shall be entitled to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or, in the event no Registration Statement has yet been filed, shall be entitled not to file any such Registration Statement, until such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to Holder); provided, however, that the -------- ------- Company may not exercise such right morethan one (1) time in any twelve (12) month period. Upon receipt of any such notice of a Disadvantageous Condition, Holder will forthwith discontinue use of the disclosure document contained in such Registration Statement and, if so directed by the Company, Holder shall deliver to the Company all copies, other than permanent file copies then in Holder's possession, of the disclosure document then covering such Registrable Securities current at the time of receipt of such notice, and, in the event no Registration Statement has yet been filed, all drafts of the disclosure document covering such Registrable Securities. In the event that the Company shall give any notice of a Disadvantageous Condition, the Company shall at such time as it in good xxxxx xxxxx appropriate and in any event within 180 days of such notice file a new Registration Statement covering the Registrable Securities issued that were covered by such withdrawn Registration Statement, and outstanding such Registration Statement shall be maintained Effective for such time as may be necessary so that the period of effectiveness of such new Registration Statement, when aggregated with the period during which such initial Registration Statement was Effective, shall be such time as may be otherwise required by Section 1.1(c). Holder may, at any time prior to the Effective Date of the date of this Agreement or (ii) Registration Statement relating to such Registration, revoke such request by providing a written notice to the Company revoking such request; provided, -------- however, that the Company shall not be obligated to pay the Registration ------- Expenses relating to such withdrawn Registration unless Holder agrees to have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price such withdrawn Registration deemed to be one of the Class A Common Stock on Registrations with respect to which the date the demand to file such Demand Company bears Registration Statement is madeExpenses.

Demand Registration. (a) At The Company shall use its commercially reasonable efforts to qualify and remain qualified to register securities on Form S-3 (or any time commencing at least 365 days after the effective date of any registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration"successor form) under the Securities Act. At any time after [________ [DATE SIX MONTHS AFTER THE CLOSING]] and prior to [________ [DATE ONE YEAR AFTER THE CLOSING]] in the event (i) the Company does not complete a Piggy-Back Registration (as defined in Section 3 hereof) by [________[DATE SIX MONTHS AFTER THE CLOSING]] or (ii) the Company does complete a Piggy-Back Registration (as defined in Section 3 hereof) by [________[DATE SIX MONTHS AFTER THE CLOSING]], but the Holders are cutback in the number of Registrable Securities they may register pursuant to Section 3 hereof or are not permitted to participate in such registration due to limitations related to the pooling of interests accounting treatment of the Merger (as defined in the Merger Agreement), at least two (2) Holders may notify the Company that they intend to offer or cause to be offered for public sale, and request that the Company register under the Securities Act covering all for public sale, at least 75,000 shares of Registrable Securities held by the Holders (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations or part other similar changes in the Registrable Securities) and up to twenty percent (20%) of the Registrable Securities held by the Holders in the manner specified in such Holder which specifies notice. Upon receipt of such request, the intended method or methods of disposition thereof, CAM Company shall promptly notify deliver notice of such request to all Holders of Registrable Securities who shall then have thirty (30) days to notify the Company in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect their desire to have up to twenty percent (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt 20%) of the aforementioned notice from CAM) Registrable Securities held by them included in such registration. In the event any Holders elect to have all or part less than twenty percent (20%) of the Registrable Securities held by them included in such Holder's registration, the remaining Holders shall have the election to have additional Registrable Securities included in such registration thereof pursuant on a pro rata basis based on their respective holdings of Registrable Securities in an aggregate number equal to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects Holders have elected in the aggregate not to include have included in such registration; provided, however, that the Company shall not under any circumstances be required to register in the aggregate more than twenty percent (20%) of the number of Registrable Securities. Thereupon CAM shall, as expeditiously as is possible, but The Company shall make a reasonable effort to contact each remaining Holder and solicit such Holder's interest in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written having additional Registrable Securities included in such registration in accordance with the preceding sentence. If the request for a Demand Registrationregistration contemplates an underwritten public offering, file with the Commission Company shall state such in the written notice and in such event the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwritten public offering and the inclusion of such Holder's Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its commercially reasonable efforts to cause to be declared effective, a expeditiously effect the registration statement (a "Demand Registration Statement") relating to under the Securities Act of all shares of Registrable Securities which CAM has been so requested to register by for inclusion in such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (registration in accordance with the intended method or methods thereof, as aforesaid) of the terms hereof and to qualify such Registrable Securities so registeredfor sale under any state blue sky law; PROVIDED, provided, howeverHOWEVER, that CAM the Company shall not be required to file effect a Demand Registration Statement and otherwise comply with the provisions of registration pursuant to a request under this Section 2 more than one (1) time. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within sixty (60) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering. The Company may postpone the filing or the effectiveness of any registration statement required to be filed pursuant to this Section 2 for a reasonable time period, provided that such postponements shall not exceed sixty (60) days in the aggregate, if the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board determines in good faith that such disclosure is not in the best interests of the Company and its stockholders. A registration will not count as a requested registration under this Section 2(a) unless and until the aggregate registration statement relating to such registration has been declared effective by the Commission at the request of the initiating holders; PROVIDED, HOWEVER, that a majority 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) but not yet been declared effective, and 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 Section 2(a) if the Registrable Securities requested to be registered (i) constitute at least 5% of participating holders reimburse the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file Company for all Registration Expenses incurred in connection with such Demand Registration Statement is madewithdrawn registration.

Demand Registration. (a) At any time commencing at least 365 following one hundred and eighty (180) days after following the effective date closing of the Company's initial public offering and, for the purposes of this Section 5(a) only, in no event on more than three (3) occasions, any Holder may require the Company to file a registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering for a public offering of any or all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in to be lead managed by an underwriter designated by such registration demanding Holder and reasonably acceptable to the Company by delivering written notice thereof pursuant to this Section 2, and such Holder shall specify in such notice the Company specifying the number of Registrable Securities that such Holder elects to include be included in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission registration and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaidof distribution thereof (the "Demand Request"); provided that the Demand Request for registration pursuant to this Section 5(a) shall relate to the intention to dispose of not less than ten percent (10%) of the Registrable Securities so registeredthen owned by such Holder or permitted successors or assigns. The Company shall, within ten (10) days after receipt, give written notice ("Notice of Demand Request") of such Demand Request to the other Holder. Thereupon, the Company shall prepare and file with the Commission as promptly as practicable following the receipt of the Demand Request, and in any event within forty-five (45) days thereafter, a registration statement covering, and shall use its best efforts to effect the registration under the Securities Act, the Registrable Securities included in the Demand Request and all other Registrable Securities as to which the other Holder shall have made a written request to the Company for registration thereof within ten (10) days after the transmittal of such Notice of Demand Request, all to the extent necessary to permit the sale or other disposition by such Holder of such Registrable Securities. Any Holder that has made a Demand Request may, at any time prior to the sale of its Registrable Securities, revoke such Holder Request by providing a written notice to the Company revoking such request. In the event of such a revocation, no Holder Request shall be deemed to have been given for the purpose of this Section 5(a); provided, however, that CAM in the event of such a revocation, the Holder shall not be required to file make a Demand Registration Statement and otherwise comply with the provisions Holder Request for a period of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered ninety (i90) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file days following such Demand Registration Statement is maderevocation.

Demand Registration. (a) At If at any time commencing at least 365 days after the effective date one-year anniversary of any registration statement covering the IPOClosing Date, after receipt of the Company shall receive from Purchaser a written request from a Holder requesting that CAM effect a registration (a "Demand RegistrationDEMAND REQUEST") that the Company register on Form S-3 under the Securities Act covering all (or part of if such form is not available, any registration statement form then available to the Company) Registrable Securities held by such Holder which specifies having an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $50 million, then the intended method or methods of disposition thereof, CAM Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause the Registrable Securities specified in such Demand Request (THE "DEMAND REGISTRABLE SECURITIES") to be declared effectiveregistered as soon as reasonably practicable so as to permit the offering and sale thereof and, in connection therewith, shall prepare and file with the SEC as soon as practicable after receipt of such Demand Request, a registration statement (a "Demand Registration StatementDEMAND REGISTRATION STATEMENT") relating to all shares of Registrable Securities which CAM has been so requested to register by effect such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, registration; provided, however, that CAM shall not be required to file a each such Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered Request shall: (i) constitute specify the number of Demand Registrable Securities intended to be offered and sold by Purchaser pursuant thereto (which number of Demand Registrable Securities shall have an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or $50 million); (ii) have an aggregate minimum market value express the present intention of at least US$85,000,000 based on Purchaser to offer or cause the closing trading price offering of such Demand Registrable Securities pursuant to such Demand Registration Statement; (iii) describe the Class A Common Stock on the date the demand nature or method of distribution of such Demand Registrable Securities pursuant to file such Demand Registration Statement is made(including, in particular, whether Purchaser plans to effect such distribution by means of an underwritten offering or other method); and (iv) contain the undertaking of Purchaser to provide all such information and materials and take all such actions as may be required in order to permit the Company to comply with all applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder, and to obtain any desired acceleration of the effective date of such Demand Registration Statement.

Demand Registration. (a) At If at any time commencing from and after the date of this Agreement, the Company shall be requested in writing by Holder to effect the registration under the Act of shares of the Company's common stock then owned by Holder (which request shall specify the aggregate number of shares intended to be offered and sold by Holder, shall describe the nature or method of the proposed offer and sale thereof and shall contain an undertaking by Holder to cooperate fully with the Company in order to permit the Company to comply with all applicable requirements of the Act and the rules and regulations thereunder and to obtain acceleration of the effective date of the registration statement contemplated thereby), the Company shall effect the registration of such securities on an appropriate form under the Act, provided that (i) Holder may exercise the right to request registration pursuant to this Section 2 only with respect to those shares that, at the time such request for registration is delivered to the Company, may not be sold to the public pursuant to Rule 144 under the Act or any similar or successor rule; (ii) Holder's rights under this Section 2 shall be exercisable only if the shares as to which Holder requests registration have an aggregate value of at least 365 $250,000 based on the average of the closing bid price for the Company's common stock as listed on any exchange on which the Company's common stock then may be traded for the thirty (30) trading-day period immediately preceding the date of such request for registration; (iii) the Company shall be entitled to postpone the filing of any registration statement otherwise required to be prepared and filed by it pursuant to this Section 2, if at the time it receives a request for such registration, the Company's underwriter determines that such registration and offering would materially interfere with any existing or then presently contemplated financing, acquisition, corporate reorganization or other material transaction involving the Company, and the Company promptly gives the Holder written notice of such determination, provided, however, that such postponement shall not extend beyond the time that such material interference continues to exist; and (iv) Holder shall have no right to demand registration with respect to any shares with in ninety (90) calendar days after the effective date of any registration statement covering filed by the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeCompany.

Demand Registration. If, (ai) At at any time commencing at least 365 days after April 2, 2006, or (ii) prior to April 1, 2006 in the event of a CHANGE OF CONTROL or INSOLVENCY PROCEEDINGS as those terms are defined in the Purchase Agreement, the Purchaser shall request the Company in writing to register under the Securities Act of 1933, as amended (the "SECURITIES ACT"), any shares of the 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 and 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 any such registration statement. The Purchaser shall not be entitled to request more than one demand registration statement covering under this Agreement in any twelve-month period, and the IPO, after receipt Purchaser shall not be entitled to more than a total of a written request from a Holder requesting that CAM effect a two requests for demand registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof statements pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeAgreement.

Demand Registration. (a) At Subject to Section 4.2(a), if, at any time commencing at least 365 days after the effective date which is eleven (11) months from the date hereof, the Company shall receive from a Holder or Holders beneficially owning in the aggregate more than 50% of any registration statement covering the IPO, after receipt of Registrable Securities a written request from a Holder requesting that CAM effect a registration (a "Demand RegistrationRequest") that the Company register under the Securities Act covering all or part of the Registrable Securities, then the Company shall use its commercially reasonable efforts to cause all Registrable Securities held by specified in such Holder which specifies Demand Request to be registered as soon as reasonably practicable so as to permit the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request offering and each such Holdersale thereof and, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2connection therewith, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no not later than 30 thirty (30) days (excluding any days which occur during the period of a permitted Blackout Period Suspension Condition under Section 4 4.2 below) after receipt of a written request for a Demand RegistrationRequest, prepare and file with the Commission SEC, a registration statement, which may, at the option of such Holder(s), be a shelf registration statement on Form S-3 (if such Form S-3 is available for use by the Company to effect the registration and distribution of the Registrable Securities) pursuant to Rule 415(a)(1)(i) under the Securities Act (a "Demand Registration Statement") and use its commercially reasonable efforts to cause such Demand Registration Statement to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, ; provided, however, that CAM shall not be required to file a such Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered Request shall: (i) constitute at least 5% specify the number of the Registrable Securities issued intended to be offered and outstanding as of sold by the date of this Agreement or Holder(s) pursuant thereto; (ii) have an aggregate minimum market value of at least US$85,000,000 based on express the closing trading price present intention of the Class A Common Stock on Holder(s) to offer or cause the date the demand offering of such Registrable Securities pursuant to file such Demand Registration Statement is madeStatement; (iii) describe the nature or method of distribution of such Registrable Securities pursuant to such Demand Registration Statement, including by means of an underwritten offering; and (iv) contain the undertaking of the Holder(s) to provide all such information and materials and take all such actions as may be required in order to permit the Company to comply with all applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder, and to obtain any desired acceleration of the effective date of such Demand Registration Statement.

Demand Registration. (a) At any time commencing The Holders of at least 365 days after a majority of the effective date then outstanding Registrable Securities (subject to Section 2.1(d) below) may make up to two written requests to HT to register their Registrable Securities during each twelve month period (each such Holder making such request being referred to hereinafter as a "Requesting Holder"), under the Securities Act and under the ----------------- securities or "blue sky" laws of any registration statement covering the IPO, after receipt of a written request from a jurisdiction reasonably designated by such Requesting Holder requesting that CAM effect a registration (a "Demand Registration") under ), which may, at the Securities Act covering election of the ------------------- Requesting Holder, include all or part any portion of the Registrable Securities held by such Requesting Holder unless in the case of an underwritten offering, the managing Underwriter advises that shares should be excluded (in which specifies case such Registrable Securities shall be excluded in accordance with the intended method or methods provisions of disposition thereofthis Section 2.1 below). Within ten (10) Business Days after receipt by HT of such a written registration request, CAM HT shall promptly notify give written notice to all other Holders in writing of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to HT within ten (10) Business Days after receipt of such notice from HT (such participating Holder additionally, hereinafter referred to as a "Requesting Holder"). At the request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) Requesting Holders, HT shall use its ----------------- commercially reasonable efforts to have all or part of such Holder's Registrable Securities included in such registration thereof cause each offering pursuant to this Section 2to be managed, on a firm commitment basis, by a recognized regional or national Underwriter selected by the Requesting Holders and approved by HT, such Holder approval not to be unreasonably withheld. HT shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause such Demand Registration to become effective not later than three (3) months after it receives an initial request for a Demand Registration and to remain continuously effective for a period of at least one-hundred thirty-five (135) days from the effective date of such Demand Registration Statement or such shorter period which shall terminate when all of the Registrable Securities covered by the Demand Registration Statement have been sold pursuant thereto. HT shall not be declared effectiverequired to effect more than two Demand Registrations at the request of the Holders in any twelve month period; provided, however, that any such request shall only be deemed the use of one of the two Demand Registrations hereunder, when a registration statement covering not less than seventy-five percent (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid75%) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a specified in notices requesting registration are included for sale in the Demand for Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madethat has been declared.

Demand Registration. (a) At any time commencing at least 365 after the Warrants become ------------------- exercisable and so long as the Company continues to have a class of securities registered in accordance with Section 12 or Section 15A of the Exchange Act, the holders of Restricted Securities may request the Company to register for sale under the Securities Act and any applicable state securities or "blue sky" laws all or any portion of the Restricted Stock that is then outstanding. From and after December 31, 2007, the holders of Restricted Stock shall have no further rights to require the Company to register Restricted Stock pursuant to this Section 5.01. The Company shall be obligated to effect registration pursuant to ------------ this Section 5.01 no more than one time, notwithstanding the fact that ------------ Restricted Stock may be held by more than one person. Whenever the Company shall have received a request to effect registration pursuant to this Section ------- 5.01, the Company shall promptly give written notice to all other holders of ---- outstanding Restricted Securities of such proposed registration. Any such holder of Restricted Securities may, within 30 days after receipt of such notice, request that all of such holders' Restricted Stock, or any portion thereof designated by such holder, be included in the offering. In connection therewith, the Company shall file a registration statement covering the Restricted Stock sought to be registered by such holder with the Commission within 60 days of such request by such holder, unless such request is withdrawn. The managing underwriter in any such offering will be designated by the Seller and shall be reasonably satisfactory to the Company. Except as permitted in the next succeeding paragraph, the Company agrees not to effect any public or private sale or distribution of its equity securities during the 10-day period prior to, and during the 30-day period beginning on, the effective date of any the registration statement covering the IPOrelating to such offering. The Company, after receipt of a written request from a Holder requesting that CAM effect a registration (a "Demand Registration") under the Securities Act covering all or part and any other shareholder of the Registrable Securities held by Company entitled to participate in such Holder which specifies the intended method or methods of disposition thereofregistration, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included participate in such registration thereof pursuant (i) subject to the limitations set forth in the last paragraph of this Section 25.01 ------------ and (ii) only if the Company or such other shareholder agrees (x) to sell any shares being registered on their behalf on the same basis as provided in any underwriting agreement to which the Seller or Sellers are a party, (y) to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements and other documents reasonably required under the terms of such underwriting agreement or by the Commission or any state securities regulatory body, and (z) to withdraw any shares from such Holder shall specify registration which they may desire to withdraw only on terms and at a time agreed to by the Sellers which agreement will not be unreasonably withheld. If the Company participates in such notice registration and registers a number of shares of Common Stock equal to or greater than the number being registered by the Sellers, then the Company may specify a co-managing underwriter for the offering which is reasonably acceptable to the Sellers and the managing underwriter selected by the Sellers. If the managing underwriter for the offering advises that the registration of the number of Registrable Securities that such Holder elects shares of Restricted Stock sought to include be registered by the Sellers, together with the number of shares of Common Stock sought to be registered by the Company and any other shareholder of the Company entitled to participate in such registration. Thereupon CAM shall, as expeditiously as is possibleif any, but in any event no later than 30 days its opinion will have a material adverse impact on the offering (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with including without limitation causing the Commission and use its commercially reasonable efforts to cause proceeds or the price per share the Sellers will derive from such registration to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, to reduced or causing the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM shall not be required to file a Demand Registration Statement and otherwise comply with the provisions of this Section 2 unless the aggregate number of the Registrable Securities requested securities to be registered (i) constitute at least 5% to be too large a number to be reasonably sold), the number of the Registrable Securities issued and outstanding securities sought to be registered shall be reduced as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is made.follows:

Demand Registration. (a) At If, on any time commencing at least 365 days after two occasions subsequent ------------------- to March 15, 2000, the effective date of any registration statement covering the IPO, after receipt of Company shall receive a written request from a Holder requesting that CAM effect a registration Eligible Holders who in the aggregate own (a "Demand Registration"or upon exercise of all Warrants then outstanding would own) under 30% of the Securities Act covering Warrant Shares to register the sale of all or part of such Warrant Shares, the Registrable Securities held Company shall, at the Company's sole expense (other than the underwriting discounts, if any, payable in respect of the Warrant Shares sold by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing any Eligible Holder) within 60 days of the receipt of such request request, prepare and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement registering the Warrant Shares and will use all reasonable efforts through its officers, directors, auditors and counsel to (a "Demand Registration Statement"a) relating cause such registration statement to all shares of Registrable Securities which CAM has been so requested to register by become effective as promptly as practicable and (b) if requested, keep such Holders ("Participating Demand Holders") registration statement effective for saleat least 24 months, to provided that -------- the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, provided, however, that CAM Company shall not be required to file register the sale of Warrant Shares in an amount that is less than 1% (on a Demand Registration Statement and otherwise comply with fully diluted basis) of the provisions of Company's outstanding Common Stock. Within three Business Days after receiving any request contemplated by this Section 2 unless 6.02, the aggregate Company shall give written notice to all other Eligible Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of any such other Eligible Holder's Warrant Shares, 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. If, in connection with any underwritten registration initiated pursuant to this Section 6.02, the underwriter of such registration advises the Eligible Holders that marketing factors require a limitation of the number of the Registrable Securities requested shares to be registered (i) constitute at least 5% of underwritten, no Warrant Shares requested by an Eligible Holder to be included in such registration shall be excluded from the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madeunderwriting unless all securities other than Warrant Shares are first excluded.

Demand Registration. (a) At any time commencing at least 365 days after following the effective date of any registration statement covering the IPO, after receipt of a written request from a Holder requesting that CAM effect a registration one hundred twenty day (a "Demand Registration") under the Securities Act covering all or part 120)-day anniversary of the Registrable Securities held by such Holder which specifies Effective Date, each Purchaser shall have the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of right to request that the receipt of such request Company prepare and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shall, as expeditiously as is possible, but in any event no later than 30 days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of a written request for a Demand Registration, file with the Commission a registration statement on Form S-3 or other applicable form as determined by the Company (the "Registration Statement") for the purpose of registering the sale of the Shares and the Option Shares by such Purchaser from time to time on the facilities of any securities exchange or trading system on which the Common Stock of the Company is then traded or in privately-negotiated transactions. The Company shall prepare and file the Registration Statement with the Commission within thirty (30) days of the Company's receipt of such Purchaser's written request of registration (the "Registration Request"). The Registration Statement shall contain all material non-public information disclosed to such Purchaser by the Company in connection with the purchase of the Shares, the issuance of the Option Shares and the grant of the Option. For purposes of this Section 7, the term "Shares" and "Option Shares" shall include any other securities of the Company issued in exchange for the Shares or the Option Shares, respectively, as a dividend on the Shares and the Option Shares or in connection with a stock split or other reorganization transaction, including, without limitation a Corporate Event (as applicable to the Option and the Option Shares to the extent the Option is assumed by the Acquiring Entity) affecting the Shares or the Option Shares. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective, a registration statement become effective (a the "Demand Registration StatementEffective Date") relating to within sixty (60) days of the Company's receipt of the Registration Request. The Company and such Purchaser shall bear equally, on a dollar-for-dollar basis, all shares of Registrable Securities which CAM has been so requested to register expenses incurred by such Holders the Company and Purchaser ("Participating Demand Holders"other than underwriting discounts, brokerage fees and commissions) for sale, to the extent required to permit the disposition (in accordance connection with the intended method or methods thereof, as aforesaid) registration of the Registrable Securities so registered, such Purchaser's Shares and Option Shares pursuant to this Section 7.1(a); provided, however, that CAM such Purchaser shall not be required to file a Demand Registration Statement bear all expenses incurred by the Company and otherwise comply such Purchaser in connection with the provisions of this Section 2 unless registration if such Purchaser previously had the aggregate opportunity to register an equivalent number of the Registrable Securities requested Shares and Options Shares under its registration rights under Section 7.1(b) below, but elected not to be registered (i) constitute at least 5% of the Registrable Securities issued and outstanding as of the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is madedo so.

Demand Registration. (a) At any time commencing at least 365 after the date hereof and expiring five (5) years after the effective date of the Registration Statement, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (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 Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request; provided, however, upon receipt of a request for a registration pursuant to this Section 7.3, the Company may, one time, in any 12 month period (i) postpone the filing of a registration statement for a period not to exceed ninety (90) days from the date of receipt of such request, if the President of the Company furnishes to the Holders requesting registration a certificate signed by the Company's President stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company for a public offering of the Company's securities to be commenced in the near future or (ii) postpone the filing of a registration statement for a period not to exceed ninety (90) days from the effective date of any registration statement covering relating to a primary underwritten offering of securities of the IPO, after Company which has been declared effective prior to the date of receipt of a written request from a Holder requesting that CAM effect for registration. If the Company so determines to postpone a registration (a "Demand Registration") under requested by the Securities Act covering all or part of the Registrable Securities held by such Holder which specifies the intended method or methods of disposition thereof, CAM shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the CAM within 10 Business Days from the date of such Holder's receipt of the aforementioned notice from CAM) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 27.3, it shall promptly notify the requesting Holders of such determination including the reason therefor, whereupon the requesting Holders shall be entitled to withdraw such request and such Holder registration shall specify in such notice not count as a registration under this Section 7.3. In addition, the number of Registrable Securities that such Holder elects to include in such registration. Thereupon CAM shallCompany may, as expeditiously as is possibleone time, but in any event no later than 30 days (excluding 12 month period, suspend the effectiveness of any days which occur during a permitted Blackout Period under registration statement filed pursuant to this Section 4 below) after receipt of a written request 7.3 for a Demand Registrationperiod of forty-five (45) days, file with if the Commission and use its commercially reasonable efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares President of Registrable Securities which CAM has been so requested to register by such Holders ("Participating Demand Holders") for sale, the Company furnishes to the extent Holders of securities registered pursuant to this Section 7.3 a certificate signed by the Company's President stating that the Board of Directors of the Company has determined, upon advice of counsel, that it would be required to permit disclose any significant corporate development which disclosure would have a material effect on the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, Company; provided, however, that CAM shall not be the period of time which such registration statement is required to file a Demand Registration Statement and otherwise comply with be effective shall be increased by the provisions of this Section 2 unless the aggregate number of days that the Registrable Securities requested registration statement was suspended (the "Suspension Period"); and provided, further, that the Company shall furnish to be each Holder of securities registered pursuant to Section 7.3 a notice stating that the Suspension Period has been terminated within three (i3) constitute at least 5% of the Registrable Securities issued and outstanding as of business days following the date of this Agreement or (ii) have an aggregate minimum market value of at least US$85,000,000 based on the closing trading price of the Class A Common Stock on the date the demand to file such Demand Registration Statement is made.termination..