Common use of Demand Registration Clause in Contracts

Demand Registration. (i) Subject to the terms and conditions of this Agreement, at any time and from time to time after the date that is 90 days after the date hereof, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement.

Demand Registration. As of the date of Closing majority in interest of the holders of Registrable Securities (ithe “Initiating Holders”) Subject may request in writing that all or part of their Registrable Securities shall be registered for trading on any securities exchange on which Nexus’s shares are traded. Within twenty (20) days after receipt of any such request, Nexus shall give written notice of such request to the terms other holders of Registrable Securities and conditions of this Agreement, at any time and from time to time after the date that is 90 days after the date hereof, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the shall include in such registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by all such Qualified Holder(sholders of Registrable Securities who wish to participate in such demand registration and provide Nexus with written requests for inclusion therein within fifteen (15) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of days after the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities the Nexus’s notice (each, a the “Demand Eligible HolderParticipating Holders”). The Company Thereupon, Nexus shall promptly file effect the appropriate Registration Statement registration of all Registrable Securities as to which it has received requests for registration (the “Demand Registration StatementParticipating Registrable Securities”) and use its commercially reasonable efforts for trading on the securities exchange(s) specified in the request for registration. If the managing underwriters advise Nexus in writing that in their opinion the number of securities requested to effectbe included in such registration exceeds the number that can be sold in such offering without adversely affecting such underwriters’ ability to effect an orderly distribution of such securities, at the earliest practicable date, the Nexus will include in such registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which with priority upon any other shares that may be registered under the Company has been so requested to register by same registration statement, except for the Qualified Holder(s) in the Demand Notice, (B) all other AMS Registrable Securities which shall be registered with the Registrable Securities; provided, however, that if the a majority in interest of the same class or series as those requested Participating Holders then disapprove of the terms of the underwriting, they may elect to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders withdraw all Participating Registrable Securities therefrom by written request (notice to Nexus and the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Companyunderwriter, in each which case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) such registration shall not be exercisable at any time if deemed a registration for the Company purposes of this Section 5.3 and shall not be counted as a demand registration. Nexus shall not be required to effect more than two (i2) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to registrations under this Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement5.3.

Demand Registration. (ia) Subject to The Holders shall have the terms and conditions of this Agreementright, at any time and from time to time after following the date that is 90 days after the date hereofEffective Date, upon by written notice to the Company (a “"Demand Notice”") delivered by one or more Qualified Holders requesting that given to IBC, to request IBC to register under and in accordance with the Company effect the registration (a “Demand Registration”) under provisions of the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 all or any similar or successor form under the Securities Act) of any or all portion of the Registrable Securities held designated by such Qualified Holder(s) which offering is expected Holders; provided, however, that the aggregate number of Registrable Securities requested to yield aggregate gross proceeds of be registered pursuant to any Demand Notice and pursuant to any related Demand Notices received pursuant to the following sentence shall be at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s 1,000,000. Upon receipt of any such Demand Notice) give written notice , IBC shall promptly notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to all other Holders that, to its knowledge, hold include Registrable Securities (each, a “held by them in the proposed registration by submitting their own Demand Eligible Holder”)Notice. The Company shall promptly file In the appropriate Registration Statement (the “event that such Demand Registration Statement”) involves an underwritten offering and use its commercially reasonable efforts to effect, at the earliest practicable date, managing underwriter or underwriters participating in such offering advise the registration under the Securities Act and under the applicable state securities laws Holders in writing of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and included in such offering so that the total number of Registrable Securities to be included in such offering exceeds the amount that can be sold by in (or during the Company, in each case subject to Section 2(b)(ii), all to time of) such offering without delaying or jeopardizing the extent required to permit success of such offering (including the disposition (in accordance with the intended methods of disposition) price per share of the Registrable Securities to be so registeredsold), then the amount of Registrable Securities to be offered for the account of such Holders shall be reduced pro rata on the basis of the number of Registrable Securities to be registered by each such Holder. The Holders’ rights Holders as a group shall be entitled to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations unlimited Demand Registrations prior to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), the Trigger Date and (ii) has otherwise complied with its obligations three Demand Registrations following the Trigger Date, each pursuant to this AgreementSection 5.01(a). If any Demand Registration does not become effective or is not maintained for a period (whether or not continuous) of at least 120 days (or such shorter period as shall terminate when all the Registrable Securities covered by such Demand Registration have been sold pursuant thereto), such Demand Registration shall be disregarded and deemed not to have been made.

Demand Registration. (ia) Subject to the terms and conditions of this Agreement, at At any time and from time to time after time, a Majority-in-Interest of the date that is 90 days after Holders shall have the date hereofright, upon by written notice (the "Demand Notice") given to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that Company, to request the Company effect to file with the registration (SEC a “Demand Registration”) under the Securities Act (other than pursuant Registration Statement with respect to a registration statement on Form S-4 or Form S-8 all or any similar or successor form under the Securities Act) of any or all portion of the Registrable Securities Shares held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds Holders and/or the Registrable Shares issuable upon conversion of at least $25 millionShares held by such Holders, as designated by such Holders. Upon receipt of any such Demand Notice, the Company shall promptly (promptly, but in any event, not later no event more than five Business Days following the Company’s days after receipt of such Demand Notice) give written notice thereof, notify all other Holders of the receipt of such Demand Notice and, subject to the limitations set forth below, shall include in the proposed registration all other Holders that, Registrable Shares with respect to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by received written requests for inclusion therein within 20 days after delivery of the Qualified Holder(s) Company's notice. In connection with any Demand Registration in which more than one holder of securities participates, in the event that such Demand Notice, Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares and the holders of other securities to be included in such offering that the total number of Registrable Shares and other securities to be included in such offering exceeds the amount that can be sold in (Bor during the time of) all other Registrable Securities such offering without delaying or jeopardizing the success of such offering (including the price per share of the same class or series Registrable Shares and other securities to be sold), then the amount of Registrable Shares and other securities to be offered for the account of such Holders shall be reduced as those follows: first, pro rata on the basis of the number of securities other than Registrable Shares and Warrant Shares requested to be registered by the Qualified Holder(s) which holders of such securities; and second, pro rata on the Company has been basis of the number of Warrants Shares and Registrable Shares requested to register be registered by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving holders of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registeredsecurities. The Holders’ rights Holders as a group shall be entitled to request a two Demand Registrations pursuant to this Section 1; provided, that any Demand Registration set forth in this Section 2(b) shall that does not be exercisable at any time if the Company (i) (x) become effective or is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities maintained for the time period required in accordance with Section 2(a1(c) shall not count as one of such Demand Registrations, except as set forth in Section 1(f); provided, further, that if the Demanding Holders have requested inclusion in such Demand Registration and (ii) has otherwise complied with its obligations 75% or less of the securities so requested to be included have been included, the Holders as a group shall be entitled to an additional Demand Registration hereunder on the same terms and conditions as would have applied to the Holders had such earlier Demand Registration not been made. Anything herein to the contrary notwithstanding, the Company shall not be required to effect a Demand Registration pursuant to this AgreementSection 1 within a period of six (6) months after the effective date of any other Demand Registration.

Demand Registration. The Company will provide a list of the names, ------------------- addresses and number of Warrants held of all current Holders within ten (i10) Subject days of a written request of any Holder for such information. On or after the Commencement Date, the holders of the Warrants and Warrant Shares may require the Company to effect the registration of Warrant Shares. The right to request registration under this Section 5(b) may be exercised on three (3) separate ------------ occasions, only unless such request is withdrawn in accordance with the terms hereof. The three (3) rights granted hereunder are distinct and separate from any other rights to request registration which have been granted to any other Person. A request may be delivered prior to the terms and conditions Commencement Date; provided that the registration statement does not have to be declared effective until after such date. A shelf registration may be demanded pursuant to this Section 5(b). ------------ These demand registration rights may only be exercised if the holders of this Agreement, at any time and from time to time after a majority of Warrant Shares (whether or not the date that is 90 days after Warrant Shares have been issued) (the date hereof, upon written "Majority Holders") shall give notice to the Company to the effect that ---------------- holders of Warrants or Warrant Shares intend to (a “Demand Notice”i) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 transfer all or any similar part of the Warrant Shares or successor form (ii) exercise all or any part of the Warrant and transfer all or any part of the Warrant Shares under such circumstances that a public distribution (within the meaning of the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 millionWarrant Shares will be involved, then the Company shall promptly (but in any event, not later than five Business Days following the Company’s A) within ten (10) days after receipt of such Demand Notice) notice shall give written notice of the proposed registration pursuant to this Section 5(b) to the other holders of Warrants and Warrant Shares and (B) ------------ within thirty (30) days after receipt of such Demand Notice notice from the Majority Holders, shall file a registration statement pursuant to the Securities Act to the end that all other Warrant Shares the holders of which requested registration thereof either pursuant to the original notice from the Majority Holders thatgiven pursuant to this sentence or by written notice given to the Company during such 30-day period, to its knowledge, hold Registrable may be sold under the Securities (each, a “Demand Eligible Holder”)Act as promptly as is practicable thereafter. The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effectcause any such registration to become effective and to keep the prospectus included therein current for ninety (90) days; provided, at however, that such holders shall -------- ------- furnish the earliest practicable dateCompany with such appropriate information as is required in connection with such registration as the Company may reasonly requwet in writing and that such holders shall comply with Section 8 --------- of this agreement. If the managing underwriter for any offering made pursuant to this Section 5(b) (who shall be selected by the Majority Holders, subject to the consent of ---- the Company, which shall not be unreasonably withheld) advises the Company in writing that, in its opinion, the registration under inclusion of all of the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so Warrant Shares requested to register be included in such registration by the Qualified Holder(s) holders of Warrants and Warrant Shares would materially adversely affect the distribution of all such securities, then there shall be included in the Demand Notice, (B) all other Registrable Securities such registration shares of the same class holders of Warrants or series as those requested Warrant Shares pro rata based on the number of shares -------- originally proposed to be registered by each holder of Warrants or Warrant Shares and no other Common Shares shall be included in such registration. A registration will not count as a demand registration under this Section 5(b) ------------ until it has become effective and the Qualified Holder(s) which holders of the Warrants or Warrant Shares participating in the demand registration are able to register and sell at least 50% of the Warrant Shares originally requested to be included in such registration. The Company agrees to enter into an underwriting agreement in customary form with the managing underwriter. Such underwriting agreement will contain such representations and warranties by the Company has been requested and such other terms and provisions as are customarily contained in underwriting agreements with respect to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Companysecondary distributions, including, without limitation, indemnities and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementcontribution.

Demand Registration. If at anytime (ia) Subject there is no effective Registration Statement with respect to Registrable Shares and (b) not all of the terms and conditions outstanding Registrable Shares may be sold without registration pursuant to Rule 144 under the 1933 Act, then Holders that (A) as of the date of this Agreement, Agreement (directly or with their affiliates) held Registrable Shares representing more than 50% of the Registrable Shares then outstanding and (B) at any the time and from time of the written demand hold a number of shares of Common Stock that is equal to time after at least the Floor Amount (as such term is hereinafter defined) as of the date that is 90 days after the date hereofof such written demand (individually, upon written notice to the Company (a “Demand NoticeDemanding Holder” and collectively, the “Demanding Holders”) delivered by one or more Qualified Holders requesting that the Company effect the ), may make a written demand for registration (a “Demand Registration”) under ” and the Securities Act (other than registration statement to be filed pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders thatRegistration, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) under the 1933 Act of the sale of all or part of its Registrable Shares. Any request for a Demand Registration shall specify the number of shares (or other amount) of Registrable Shares proposed to be sold and the intended method(s) of distribution thereof (such written demand, the “Demand Notice”). The Company will notify the Holders other than the Demanding Holder of the Demand Registration (each such Holder including Shares of its Registrable Shares in such registration, a “Participating Holder”) as soon as practicable, and each such other Holder who wishes to include all or a portion of its Registrable Shares of the type that are the subject of the Demand Registration Statement proposed to be filed in such Demand Registration Statement shall so notify the Company within fifteen (15) days after receipt of such notice (the “Demanding Holders’ Deadline”). The Company shall use its commercially reasonable best efforts to effect, at file such Demand Registration Statement within forty five (45) days (the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A“Required Filing Date”) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in after receiving the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested and use its best efforts to be registered by the Qualified Holder(s) which the Company has been requested respond to register by any comments to the Demand Eligible Holders by written request Registration Statement, received from the Commission, not later than thirty (30) days after receipt of such comments (the “Demand Eligible Holder RequestRequired Response Date”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) Company shall not be exercisable at any time if the Company (i) obligated (x) is not to effect more than two (2) Demand Registrations under this Section 10(a) in violation respect of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) Registrable Shares or (y) has a currently effective Shelf to file any Demand Registration Statement covering before January 31, 2010. “Floor Amount” means 5% of the outstanding shares of Common Stock, provided that the Floor Amount shall be calculated by dividing (x) the sum of the number of outstanding shares held by the Demanding Holders and all Registrable Securities shares issuable to such Demanding Holders upon exercise or conversion of other securities of the Company held by the Demanding Holders by (y) the number of shares outstanding; provided, that, the number of shares outstanding referenced in accordance the foregoing clause (y) shall not include any shares (A) issued under employee benefit or compensation arrangements approved by the Board of Directors, (B) issued to all shareholders of the Company as dividends or in connection with Section 2(a)stock splits or similar transactions, and (iiC) has otherwise complied issued to persons unaffiliated with its obligations pursuant to this Agreementthe Company as consideration for the Company’s acquisition of assets or securities of such persons or (D) issuable upon conversion or exercise of any options, warrants, or other exchangeable securities.

Demand Registration. (i) Subject to the terms and conditions of this Agreement, at At any time and from time to time after the date that Preferred Stock is 90 days after converted into Common Stock of the date hereofCorporation, upon the Investor may make a written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the request for registration (a “"Demand Registration”") under the Securities Act of 1933 (other the "Securities Act") of all or part of its Common Stock into which its Preferred Stock has so been converted (the "Registrable Securities"). Subject to the provisions of this paragraph, the Corporation shall not be obligated to effect more than one such Demand Registration. Notwithstanding the foregoing, (a) the Corporation shall not be obligated to effect a registration pursuant to this Section 10a during the period starting with the date thirty (30) days prior to the Corporation's estimated date of filing of, and ending on a date ninety (90) days following the effective date of, a registration statement pertaining to an underwritten public offering of Common Stock for the account of the Corporation, and (b) if the Corporation is required to effect a registration pursuant to this Section 10a and the Corporation furnishes to the Investor a certificate signed by the President of the Corporation stating that in the good faith judgment of the Board of Directors of the Corporation it would be materially adverse to the Corporation and its shareholders for such registration statement to be filed on or before the date such filing would otherwise be required hereunder and it is therefor necessary to defer the filing of such registration statement, then the Corporation shall have the right to defer such filing for a period not to exceed 90 days after receipt of the request for such registration from Investor; provided that during such time the Corporation may not file a registration statement for securities to be issued and sold for its own account or that of anyone other than Investor other than on Form S-4 or Form S-8 S-8, X-0 xx any successor similar forms or any similar or successor other form under the Securities Act) of any or all of not available for registering the Registrable Securities held by for sale to the public. The Corporation shall at all times use its best efforts to register such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 millionRegistrable Securities. A registration will not count as a Demand Registration until it has become effective, unless the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt cause of such Demand Notice) give written notice failure shall be directly attributable to actions of the receipt Investor. The Investor shall determine the method of such Demand Notice to all other Holders thatdistribution for Registrable Securities. If, to its knowledgefor any reason, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request are excluded from a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if Registration, the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement.Investor

Demand Registration. (i) Subject to the terms and conditions of this Agreement, at any time and from time to time after the date that is 90 days after the date hereofThe Company, upon written notice to the Company demand (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect Holder, and if the registration Holder has assigned a portion of the Warrant, of the holders, agrees to register (a “Demand Registration”) under ), on one occasion, all or any portion of the Securities Act (other than pursuant to Warrant Shares. On such occasion, the Company will file a registration statement on Form S-4 or Form S-8 a post-effective amendment to the Registration Statement covering the Warrant Shares within sixty (60) days after receipt of a Demand Notice and use its best efforts to have such registration statement or any similar or successor form under post-effective amendment declared effective promptly thereafter, subject to compliance with review by the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 millionCommission; provided, however, that the Company shall promptly not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 13(b) hereof and either: (but i) the Holder was given the opportunity to exercise its rights under Section 13(b) hereof in any event, not later than five Business Days following 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’s receipt , until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. A Demand Notice may be given at any time during the period of such Demand Noticeone and a half (1.5) years beginning 180 days from the Effective Date. The Company covenants and agrees, if the Holder has assigned a portion of this Warrant, to give written notice of its receipt of the Demand Notice by any Holder to all other registered Holder of the Warrants and/or the Warrant Shares within ten (10) days from the date of the receipt of such Demand Notice Notice. The Holder, or if the Warrant has been assigned, the Holders, shall not effect more than two (2) Demand Registrations pursuant to this Section 13(a). A registration will not count as a Demand Registration until the registration statement filed with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under hereunder with respect thereto; provided, however, that if, after such registration statement has been declared effective, the offering of the Warrant Shares 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 Holder thereafter elect to continue the offering. The Company shall bear all fees and expenses attendant to the first Demand Registration pursuant to Section 13(a), including the reasonable and documented expenses of a single legal counsel selected by the Holders thatto represent them in connection with the sale of the Warrant Shares, but the Holders shall pay any and all underwriting commissions or brokerage fees related to its knowledgethe Warrant Shares, hold Registrable Securities if applicable. The Holders shall bear all fees and expenses (each, a “including all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them) in connection with the second Demand Eligible Holder”Registration pursuant to Section 13(a). The Company agrees to use its best efforts to cause the filing required herein to become effective promptly and to qualify or register the Warrant Shares in such States as are reasonably requested by the Holder, or if the Warrant has been assigned, by the Holders; provided, however, that in no event shall promptly file the appropriate Registration Statement Company be required to register the Warrant Shares in a State in which such registration would cause: (i) the “Demand Registration Statement”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) and the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall use its commercially reasonable efforts to effect, cause any registration statement filed pursuant to the demand right granted under Section 13(a) to remain effective for a period of at least twelve (12) consecutive months from the earliest practicable date, date that the Holder of the Warrant Shares covered by such registration under statement are first given the Securities Act and under opportunity to sell all of such securities. The Holder shall only use the applicable state securities laws of (A) the Registrable Securities which prospectuses provided by the Company has been so requested to register sell the shares covered by such registration statements, and will immediately cease to use any prospectus furnished by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations advises the Holder that such prospectus may no longer be used due to file a Shelf Registration Statement pursuant to Section 2(a) material misstatement or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementomission.

Demand Registration. (ia) Subject to the terms and conditions of this AgreementAt any time, at any time and from time to time after the date that is 90 days after one year anniversary of the date hereofPurchase Agreement, upon the Holders of a majority in number of the Registrable Shares, shall have the right, by written notice to (the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting given to the Corporation, to request that the Company effect the registration Corporation register (a “Demand Registration”) under and in accordance with the provisions of the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 all or any similar or successor form under the Securities Act) portion of such Holders’ Registrable Shares. Upon receipt of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice, the Corporation shall promptly, but in no event more than five (5) give written notice business days after receipt thereof, notify each other Holder of the receipt of such Demand Notice and, subject to the limitations set forth below, shall include in the proposed registration all other Holders that, Registrable Shares with respect to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”)which the Corporation has received written requests for inclusion therein within 30 days after delivery of the Corporation’s notice. The Company shall promptly file the appropriate Registration Statement (the “In connection with any Demand Registration Statement”) and use its commercially reasonable efforts to effectin which more than one Holder or holders of Other Shares or the Corporation participates, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the event that such Demand Notice, Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total amount of Shares to be included in such offering exceeds the amount that can be sold in (Bor during the time of) all other Registrable Securities such offering without delaying or jeopardizing the success of such offering (including the price per share of the same class Shares to be sold), then the number of Registrable Shares, Primary Shares and Other Shares (which have registration rights with respect to such offering) shall be reduced on a pro rata basis (based upon the number of shares requested or series as those requested proposed to be registered by each such holder and the Qualified Holder(sCorporation) which to a number deemed satisfactory by such managing underwriter or underwriters, provided, that the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities securities to be offered and sold by excluded shall be determined in the Company, sequence reflected in each case subject to Section 2(b)(ii3(b)(A), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights Holders as a group shall be entitled to request a one Demand Registration set forth in this Section 2(b) shall on Form S-l, and, as a group, up to three Demand Registrations on Form S-2 or Form S-3 (or any successor form thereto); provided, that any Demand Registration that does not be exercisable at any time if the Company (i) (x) become effective or is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities maintained for the time period required in accordance with Section 2(a), and (ii2(c) has otherwise complied with its obligations pursuant to this Agreementhereof shall not count as one of such Demand Registrations.

Demand Registration. (i) Subject to the terms and conditions of this Agreement, at At any time and from time to time after the first anniversary of the date that is 90 days after hereof but prior to the fifth anniversary of the date hereof, the holders of Underwriter Warrants shall have the right to make written request of the Company on one occasion to register under the Act at least fifty percent (50%) of the Underlying Stock which would be issuable upon written notice exercise of the Underwriter Warrants pursuant to the Company (terms and conditions hereof. The Underlying Stock specified in such request or a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than request pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under Section 3(d) hereof is referred to herein as the Securities Act) "Subject Stock." Promptly upon receipt of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 millionrequest, the Company shall promptly (but in any event, not later than five Business Days following file with the Company’s receipt of such Demand Notice) give written notice Commission a Registration Statement on the applicable form for the registration of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) Subject Stock and use its commercially reasonable best efforts to effectcause such Registration Statement to become effective (including, at the earliest practicable datewithout limitation, the registration filing post-effective amendments, appropriate qualifications under the Securities Act and under the applicable blue sky or other state securities laws and appropriate compliance with the Act and the Rules and Regulations promulgated thereunder) as soon as practicable to permit or facilitate the sale and distribution of (A) the Registrable Securities which Subject Stock. Immediately upon receipt of a request for registration pursuant to this Section 3(c), the Company has been so requested shall notify each of the holders of Underwriter Warrants of such request. Notwithstanding the provisions of this Section 3(c), if the Company shall furnish to register the holders of Underwriter Warrants a certificate signed by the Qualified Holder(s) Chief Executive Officer of the Company stating that in the Demand Notice, (B) all other Registrable Securities good faith judgment of the same class or series as those requested to be registered by the Qualified Holder(s) which Board of Directors of the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given it would be seriously detrimental to the Company within five Business Days after the giving and its stockholders for such a Registration Statement to be filed and it is therefore essential to defer a filing of such written notice by Registration Statement, the Company, and Company shall have the right to defer such filing for a period of not more than one hundred twenty (C120) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) days after receipt of the Registrable Securities request from the holders of Underwriter Warrants to be so registered. The Holders’ rights to effect such a registration; provided, however, that the Company may not utilize the right more than once in any twenty-four (24) month period; and, provided further, that the holders of Underwriter Warrants may, at any time in writing, withdraw such request a Demand Registration set forth for such registration and therefore preserve the right provided in this Section 2(b3(c) shall not be exercisable at any time if for the Company (i) (x) is not in violation holders of its obligations Underwriter Warrants to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementrequest such registration.

Demand Registration. (i) Subject to the terms Sections 2.6, 2.7 and conditions of this Agreement2.8, if at any time and from time to time after the date Effective Time, the Company shall receive a written request from the Holder that is the Company file with the Commission a registration statement under the Securities Act covering the registration for offer and sale of outstanding Registrable Securities held by such Holder, then the Company shall promptly notify in writing all Similar Holders of such request. Within 20 days after such notice has been given by the Company, any Similar Holder may give written notice to the Company of its election to include its Registrable Securities in the registration. As soon as practicable after the expiration of such 20-day period, the Company shall use its reasonable best efforts to cause the registration of all Registrable Securities with respect to which registration has been so requested. If the Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as part of its request and the Company shall include such information in the written notice referred to above. The underwriter shall be selected by the Holder and shall be reasonably acceptable to the Company. In such event, the right of any Similar Holder to include his or her Registrable Shares in such registration shall be conditioned upon such Similar Holder’s participation in such underwriting and the inclusion of such Similar Holder’s Registrable Shares in the underwriting to the extent provided herein. All Holder and Similar Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriters selected for such underwriting. Notwithstanding the foregoing, if the underwriter advises the Holder in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders and Similar Holders of Registrable Shares which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Shares that may be included in the underwriting shall be allocated among all Holders and Similar Holders thereof, in proportion (as nearly as practicable) to the amount of Registrable Shares of the Company owned by each Holder and Similar Holder. Notwithstanding the provisions set forth above in this Section 2.1, the Company shall not be obligated to effect any registration pursuant to this Section within 180 days after a Public Offering. In addition, the Company may postpone for up to 90 days after the date hereoffiling or effectiveness of a registration statement pursuant to a request under this Section if the Board of Directors (with the concurrence of the managing underwriters, if any) determines in good faith that such registration would be reasonably expected to have a material adverse effect on any proposal or plan by the Company to engage in any acquisition or sale of assets, merger, consolidation, tender offer, financing or similar transaction (a “Blocking Right”). The Company may not assert a Blocking Right more than once in any twelve month period. In the event of any postponement described in this subsection the requesting Shareholders shall, upon written notice to the Company (by a “Demand Notice”) delivered by one or more Qualified Holders majority of requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant Shareholders, be entitled to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by withdraw such Qualified Holder(s) which offering request and, if such request is expected to yield aggregate gross proceeds of at least $25 millionwithdrawn, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file count as a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations request for registration pursuant to this AgreementSection.

Demand Registration. At any time during the Exercise Period, the Holders of all of the outstanding Registrable Securities (i"Demanding Holders") Subject may give Pegasystems written notice that such Demanding Holders desire to sell Registrable Securities in a transaction involving a public distribution. Promptly after receipt of such notice, Pegasystems and the Demanding Holders shall discuss the feasibility of arranging for a sale of such Registrable Securities pursuant to Rule 144 that would enable such Demanding Holders to dispose of such Registrable Securities within a single thirty-day distribution period commencing not later than thirty (30) days after the date of such written notice and with respect to which the Demanding Holders would not be required to register and would be permitted to freely sell such Registrable Securities under any applicable state securities laws (a "Non-Registered Distribution"). If required as a condition to the availability of Rule 144 for such a Non-Registered Distribution, the Holders shall utilize the Cashless Exercise Option in acquiring the Registrable Securities to be sold in such Non-Registered Distribution. However, the Demanding Holders may at any time following the initiation of such discussions request in writing (a "Demand Request") that Pegasystems file with the Commission a registration statement under the Securities Act for a public offering of such Registrable Securities (a "Demand Registration") and Pegasystems shall be obligated to prepare and file such registration statement on the terms and conditions of this Agreementset forth below unless, at any time and from time to time after the date that is 90 within ten (10) days after the date hereof, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders thatRequest, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company Pegasystems either (i) (xA) is not delivers to the Demanding Holders an unqualified opinion in violation form and substance reasonably satisfactory to the Demanding Holders of nationally recognized counsel reasonably satisfactory to the Demanding Holders and with expertise in securities laws concluding that the Demanding Holders may sell the Registrable Securities subject to the Demand Request in a Non-Registered Distribution without violating and in accordance with applicable securities laws and (B) agrees to indemnify such Demanding Holders against any Damages suffered or incurred by such Demanding Holders directly or indirectly resulting from such opinion proving to be incorrect in whole or in part or (ii) elects to exercise its obligations Call Right with respect to file a Shelf Registration Statement pursuant to Section 2(asuch Registrable Securities. If the conditions described in either clause (i) or (yii) has of the preceding sentence are met, Pegasystems shall have no obligation to take any further action under this Section 7 with respect to such Demand Request. Notwithstanding any provision to the contrary contained herein, Pegasystems shall have no obligation to effect a currently effective Shelf Demand Registration Statement covering unless all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementare included therein.

Demand Registration. (i) Subject to In case the terms and conditions of this Agreement, at any time and Borrower shall receive from time to time after the date that is 90 days after the date hereof, upon Lender a written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting request that the Company Borrower effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 S-3 (or any successor to Form S-8 S-3) or any similar short-form registration statement and any related qualification or successor form under the Securities Act) of any compliance with respect to all or all a part of the Registrable Securities held owned by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 millionLender, the Company shall promptly (but in any eventBorrower will, not later than five Business Days following the Company’s receipt of as soon as practicable, effect such Demand Notice) give written notice of the receipt of registration and all such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) qualifications and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been compliances as may be so requested to register by and as would permit or facilitate the Qualified Holder(s) in the Demand Notice, (B) sale and distribution of all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) portion of the Registrable Securities as are specified in such request; provided, however, that the Borrower shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 9.4(d): if Form S-3 is not available for such offering by the Lender, or if within thirty (30) days of receipt of a written request from Lender pursuant to this Section 9.4(d), the Borrower gives notice to Lender of the Borrower's intention to make a public offering within ninety (90) days; or if the Borrower shall furnish to the Lender a certificate signed by the Chairman of the Board of Directors of the Borrower stating that in the good faith judgment of the Board of Directors of the Borrower, it would be seriously detrimental to the Borrower and its stockholders for such Form S-3 registration to be so registeredeffected at such time, in which event the Borrower shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred eighty (180) days after receipt of the request of the Lender under this Section 9.4(d); or after the Borrower has effected a registration on Form S-3 for the Lender pursuant to this Section 9.4(d), or in any particular jurisdiction in which the Borrower would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. The Holders’ rights Subject to the foregoing, the Borrower shall file a Form S-3 registration statement covering the Registrable Securities as soon as practicable after receipt of the request of the Lender. Lender may not request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if prior to 90 days following the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities initial Advance made in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Loan Agreement.

Demand Registration. (i) Subject to the terms and conditions of this Agreement, at At any time and after ninety (90) days from time to time after the date that is 90 days after the date hereof, upon each Investor may make one written notice to the Company request (a “Demand Notice”"DEMAND NOTICE") delivered by one or more Qualified Holders requesting that the Company effect the for registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act"DEMAND REGISTRATION") of any all or all a portion of the Registrable Securities held by such Qualified Holder(sInvestor, subject to the right to reinstate a Demand Registration set forth herein; provided, however, that the number of shares of Registrable Securities requested to be registered (i) shall be greater than 1% of the shares of Common Stock outstanding and (ii) shall have a "fair market value" (determined pursuant to the next sentence) in excess of $1,000,000. For purposes of this Agreement, fair market value of the Registrable Securities shall be determined as follows: (i) if the security is listed on any established stock exchange or a national market system, including, without limitation, the New York Stock Exchange (the "NYSE") and the National Market System of the National Association of Securities Dealers Automated Quotation System, its fair market value shall be the closing sales price or the closing bid if no sales were reported, as quoted on such system or exchange (or the largest such exchange) on the date of the Demand Notice (or if there are no sales or bids for such date, then for the last preceding business day for such sales or bids), as reported in The Wall Street Journal or similar publication; (ii) if the security is regularly quoted by a recognized securities dealer but selling prices are not reported, its fair market value shall be the mean between the high bid and low asked prices for the security on the date of the Demand Notice (or if there are no quoted prices for such date, then for the last preceding business day on which offering is expected there were quoted prices); or (iii) in the absence of an established market for the security, the fair market value shall be determined in good faith by the Company's Board of Directors, with reference to yield aggregate gross proceeds the Company's net worth, prospective earning power, dividend-paying capacity and other relevant factors, including the goodwill of at least $25 millionthe Company, the economic outlook in the Company's industry, the Company's position in the industry and its management Within ten days after receipt of each Demand Notice, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of such registration request to all non-requesting holders of Registrable Securities and shall, subject to the provisions of the following paragraph, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after the receipt of the notice of such Demand Registration request by the applicable holder. Both the Demand Notice and any request to all other Holders that, to its knowledge, hold have Registrable Securities (each, included in a “Demand Eligible Holder”)Registration shall specify the number of shares of Registrable Securities proposed to be sold and shall also specify the intended method of disposition thereof. The Company shall promptly file A registration requested pursuant to this Section 2(b) will not be deemed to have been effected unless the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration relating thereto has become effective under the Securities Act and under Act; provided, however, that if, after such Registration Statement has become effective, the applicable state securities laws offering of (A) the Registrable Securities which pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and the demanding Investor's right to request a Demand Registration hereunder shall be reinstated. The Investor requesting a registration pursuant to this Section 2(b) may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke such request with respect to its Registrable Securities by providing a written notice to the Company has been revoking such request and such Investor's right to request a Demand Registration hereunder shall be reinstated. If the Investor making such demand so requested elects, the offering of Registrable Securities pursuant to register by the Qualified Holder(s) a Demand Registration shall be in the Demand Noticeform of an Underwritten Offering and such Investor shall have the right to designate the underwriters and the managing underwriter, (B) all other subject to approval of the Company, which approval shall not be unreasonably withheld or delayed. If the managing underwriter or underwriters of such offering advise the Company and the holders of Registrable Securities in writing that in their opinion the number of the same class or series as those shares of Registrable Securities requested to be registered by included in such offering is sufficiently large to materially and adversely affect the Qualified Holder(s) which success of such offering, the Company has been requested to register by will include in such registration the Demand Eligible Holders by written request (aggregate number of Registrable Securities which in the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving opinion of such written notice by the Company, managing underwriter or underwriters can be sold without any such material adverse effect and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registeredincluded in such registration shall be allocated, (i) first to the Investor making such demand, (ii) second among the holders of the Priority Securities (that have requested inclusion of the Priority Securities beneficially owned by such holders) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters, (iii) third among the other holders of Registrable Securities (that have requested inclusion of their Registrable Securities in such registration), and any other holders of registration rights in respect of securities of the Company in accordance with the terms of the agreements granting such rights, pro rata (according to the Registrable Securities or other securities, as applicable, beneficially owned by such holders) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters, and (iv) fourth, among the Company and any other holders of registration rights in respect of securities of the Company that by their terms are subordinate to the rights of the security holders referred to in clause (iii) above in accordance with the terms of the agreements granting such rights. The Holders’ rights No Investor shall be entitled to request effect a Demand Registration set forth in Notice under this Section 2(b) shall not be exercisable at any time if within 120 days after the Company (i) (x) is not in violation closing date of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementan Underwritten Offering.

Demand Registration. On any one (i1) Subject occasion commencing at any time one (1) year after the Effective Date and expiring six (6) years after the Effective Date, the Holders of the Warrants and the Warrant Shares representing at least a Majority (as hereinafter defined) of such securities shall have the right, exercisable by written notice to the terms Company, to have the Company prepare and conditions file with the Securities and Exchange Commission (the "Commission") a registration statement on Form X-0, XX-0 (or other appropriate form) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Holders, in order to comply with the provisions of the 1933 Act, so as to permit a public offering and sale, for a period of not less than twelve (12) months, of the Warrant Shares by such Holders, and any other Holders of the Warrants and/or Warrant Shares who shall notify the Company within thirty (30) business days after receipt of the notice described in the succeeding sentence. The Company covenants and agrees to give written notice of any registration request under this Section 7(b) by any Holder(s) of Warrants or Warrants Shares to all other Holders of the Warrants and the Warrant Shares within ten (10) calendar days from the date of the receipt of any such registration request. For purposes of this Agreement, at the term "Majority," or any time and from time to time after the date that is 90 days after the date hereofstated percentage, upon written notice in reference to the Company Holders of the Warrants and/or Warrant Shares or any category thereof, shall mean the Holders of Warrant Shares and Warrants or category thereof representing, in the aggregate, in excess of fifty percent (a “Demand Notice”50%) delivered or such other stated percentage of the then-outstanding Warrant Shares and Warrant Shares or category thereof into which then-outstanding Warrants or category thereof are then exercisable, excluding all Warrant Shares and Warrants that (i) are held by one the Company, an affiliate, officer, director, employee or more Qualified Holders requesting that agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have been resold to the Company effect the registration (a “Demand Registration”) under the Securities Act (other than public pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form filed with the Commission under the Securities 1933 Act. For the purposes of subsection (i) of any above, the Underwriters and their respective officers, directors, employees and agents shall not be deemed to be affiliates, officers, directors, employees or all agents of the Registrable Securities held by such Qualified Holder(s) which offering is expected Company. No registration statement filed pursuant to yield aggregate gross proceeds of at least $25 million, this demand registration provision (without the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice consent of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, holding a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities Majority of the same class or series as those Warrant Shares requested to be registered by pursuant to such registration statement) may relate to any securities other than the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the CompanyWarrant Shares, and (C) no other securities may be sold incidentally to any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods such underwritten public offering of disposition) of the Registrable Securities to be Warrant Shares so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement.c.

Demand Registration. (ia) Subject to the terms and conditions of this AgreementSection 2.2, at any time and from time to time after the date that is 90 days after the date hereof, upon written notice to if the Company shall receive a written request from the Holders of more than fifty percent (a “Demand Notice”50%) delivered by one or more Qualified Holders requesting of the Registrable Securities then outstanding (the "Initiating Holders") that the Company effect the file a registration (a “Demand Registration”) statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the public in excess of $10,000,000, then the Company shall, within twenty (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act20) of any or all days of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 millionreceipt thereof, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice request to all other Holders thatHolders, and subject to its knowledgethe limitations of this Section 2.2, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable best efforts to effect, at the earliest practicable dateas soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. Notwithstanding any provision herein to the contrary, (i) one hundred percent (100%) of the ZoneNetwork Registrable Securities held by each Holder of ZoneNetwork Registrable Securities, and under the applicable state securities laws of (A) each such Holder's permitted transferees or assignees, shall not be included in the Registrable Securities which then outstanding for the Company has been so requested to register by purposes of this Section 2.2(a) until the Qualified Holder(sdate six (6) in months from the Demand Notice, (B) all other Registrable Securities date of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the CompanyOriginal Investors' Rights Agreement, and thereafter fifty percent (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition50%) of the ZoneNetwork Registrable Securities to held by each Holder of ZoneNetwork Registrable Securities, and each such Holder's permitted transferees or assignees, shall not be so registered. The Holders’ included in the Registrable Securities then outstanding until the date twelve (12) months from the date of the Original Investors' Rights Agreement and (ii) one hundred percent (100%) of the Golf.xxx Xxxistrable Securities held by each Holder of Golf.xxx Xxxistrable Securities, and each such Holder's permitted transferees or assignees, shall not be included in the Registrable Securities then outstanding for the purposes of exercising the demand rights to request a Demand Registration set forth in this Section 2(b2.2(a) until the date six (6) months from the date hereof, and thereafter fifty percent (50%) of the Golf.xxx Xxxistrable Securities held by each Holder of Golf.xxx Xxxistrable Securities, and each such Holder's permitted transferees or assignees, shall not be exercisable at included in the Registrable Securities then outstanding for the purposes of exercising the demand rights set forth in this Section 2.2(a) until the date twelve (12) months from the date hereof; provided that the restrictions set forth in this sentence shall not be interpreted to limit the ability of any time if the Company (i) (x) is not in violation Holder of its obligations to file a Shelf Registration Statement Golf.xxx Xxxistrable Securities from exercising their rights pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement2.3 hereunder.

Demand Registration. (i) Subject to the terms and conditions of set forth in this Agreement, at any time and from time after the expiration of the Lock-Up Period the Company shall, at the written request of a Holder, cause to time be filed as soon as practicable after the date that is 90 days after of such request by such Holder a Registration Statement relating to the date sale by such Holder (and any other Holder electing to include Registrable Shares in such Registration Statement in accordance with the provisions set forth below) pursuant to Rule 415 promulgated under the Securities Act of all or any integral multiple of 100,000 Registrable Shares held by such Holder in accordance with the terms hereof, upon and shall use reasonable efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable thereafter; provided, however, that the Company shall not be required to effect more than two demand registrations, in the aggregate for all Holders, pursuant to this Section 3(a). Upon receipt of any such request, the Company shall promptly give written notice of the proposed registration to all Holders, and each such Holder shall have the right, by giving written notice to the Company within fifteen (15) days after receipt of such notice from the Company, to elect to include in such Registration Statement all or a “Demand Notice”) delivered by one or more Qualified Holders requesting that the portion of such Holder's Registrable Shares. The Company effect the registration (may, in its sole discretion, elect to file a “Demand Registration”) under the Securities Act (other than pursuant Registration Statement with respect to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Shares before receipt of notice from any Holder, including, without limitation, an Issuance Registration Statement (as hereinafter defined) relating to the original issuance by the Company of Shares in connection with the redemption of Holders' Units pursuant to Section 3(c). The Company agrees to use reasonable efforts to keep each Registration Statement continuously effective until the earlier of (i) twelve (12) months after such Registration Statement was declared effective by the SEC, or (ii) the date on which all Registrable Securities held Shares registered thereby are sold or otherwise disposed of by the Holders; provided, however, that if the Company elects to file a Registration Statement with the SEC and such Qualified Holder(s) which offering Registration Statement is expected declared effective by the SEC prior to yield aggregate gross proceeds the expiration of at least $25 millionthe Lock-Up Period, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effectkeep such Registration Statement continuously effective until the earlier of (x) twelve (12) months after the expiration of the Lock-Up Period or (ii) the date on which all Registrable Shares registered thereby are sold or otherwise disposed of by the Holders. Notwithstanding the foregoing provisions of this Section 3(a), at during any period of time which the earliest practicable dateCompany has a Registration Statement in effect under the provisions of the Securities Act relating to Registrable Shares, the Holders will not have the right to request the registration under the Securities Act and under the applicable state securities laws provisions of (Athis Section 3(a) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, Shares included in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand such effective Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this AgreementStatement.

Demand Registration. (a) At any time (i) Subject to upon the terms and conditions written request of this Agreementthe Crest Group (the "Exclusive Demand Right") or, at any time and from time to time after the date that is 90 days after if a Qualified Public Offering shall not have occurred within four years of the date hereof, upon the written notice to request of Jackxxx xx any time thereafter and (ii) following the earlier of (A) the consummation of a registration of Registrable Securities in connection with the Exclusive Demand Right and (B) 6 months following the expiration of any lockup period imposed by the underwriter(s) in connection with a Qualified Public Offering, upon the written request of Jackxxx, XxncBoston, the RTK Stockholder, the CRI Stockholder, the Telecrafter Stockholder, the TeleCore Stockholder, the Excalibur Stockholder, PNC or, following exercise of its warrants dated as of September 7, 1999 and assuming it has not sold any of its shares of capital stock, GECC (each, with the Crest Group, an "Initiating Holder"), the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company shall use its best efforts to effect the registration (a “Demand Registration”) of all or part of such Initiating Holder's Registrable Securities under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under as described below. Such request shall state the Securities Act) intended method of any or all disposition by such holders of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, and the Company shall will promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice requested registration to all other Holders that, to its knowledge, hold holders of Registrable Securities (each, a “Demand Eligible Holder”)Securities. The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and will use its commercially reasonable best efforts to effect, at the earliest practicable date, the effect such registration under the Securities Act and under the applicable state securities laws of (Ai) the Registrable Securities which the Company has been so requested to register by for disposition in accordance with the Qualified Holder(s) intended method of disposition stated in the Demand Noticesuch request, and (Bii) all other Registrable Securities the holders of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company shall have, within five Business Days 30 days after the giving receipt of such written notice by from the Company, and made written request (Cstating the intended method of disposition of such securities by such holders) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii)Company for registration thereof, all to the extent required to permit the disposition (in accordance with the intended methods of dispositionmethod thereof as aforesaid) by all such holders of the Registrable Securities so to be so registered. The Holders’ rights ; provided, that, the RTK Stockholder, the CRI Stockholder, Jackxxx, XxncBoston, the Telecrafter Stockholder, the TeleCore Stockholder, the Excalibur Stockholder, PNC and GECC shall be entitled to no more than one such demand request a Demand Registration set forth in this Section 2(b) each; provided, further, that such Initiating Holder shall not be exercisable deemed to have made a demand request (including the Exclusive Demand Right) unless a registration statement shall have become effective with respect to at least 65% of the shares requested to be included therein by such Initiating Holder. The Company, after consultation with the holders requesting any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations registration pursuant to this Agreementparagraph, shall select the underwriter or underwriters of recognized standing to be used in connection with any public offering of securities registered pursuant to this paragraph; provided, however, that so long as Crest Group shall continue to hold in the aggregate 5% or more of the total outstanding shares of Capital Stock, Crest Group shall have the right, in its sole discretion, to approve of any underwriter, which approval shall not be unreasonably withheld.

Demand Registration. (i) Subject Beginning as of the Commencement Date and ending on July 24, 2001, if at any time the holder or holders of Warrants to purchase no less than 50 % of the Warrant Shares or holder or holders of no less than 50 % of all outstanding Warrant Shares shall request that the, Company register the offer and sale of such Warrant Shares to the terms public under the Securities Act, the Company shall file a registration statement with the Securities and conditions Exchange Commission ("SEC") for the purpos e of registering such Warrant Shares (but not this Warrant) under the Securities Act. The request described above shall be made in writing directed to the Company at the address set forth in Section 8 of this AgreementWarrant (the "Demand Registration Notice"). Within ten days after receiving a Demand Registration Notice, the Company shall issue a notice ("Company's Notice") informing all holders of Warrants or Warrant Shares who did not issue a Demand Registration Notice ("Other Holders") offering to include the Warrant Shares of the Other Holders in that registration statement for sale to the public. Each Other Holder must notify the Company by no later than 10 days after the Company's Notice is sent whether that Other Holder wishes to include his, her or its Warrant Shares in the registration statement. If any Other Holder delivers such a notice to the Company in a timely manner, that Other Holder's Warrant Shares will be included in the Registration Statement. If any other Holder does not inform the Company in writing that his, her or its Warrant Shares are to be included in such registration statement, that Other Holder will be deemed to have waived all rights to include his, her or its Warrant Shares in the registration statement. For the purposes of this Warrant, all Warrant Shares for which a demand for registration has been made shall be referred to as "Subject Stock." Promptly upon receipt of a Demand Notice and the expiration of the period by which the Other Holders must submit a notice requesting inclusion of their Warrant Shares in the registration statement, the Company shall file with the SEC a registration statement on the applicable form for the registration of the Subject Stock and use its best efforts to Notwithstanding the provisions of this Section 4(a), if the Company shall furnish to the Warrantholder 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 shareholders for such a registration statement to be filed and it is therefore essential to defer a filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request from the Warrantholder to effect such a registration; provided, however, that the Company may not utilize this right more than once in any twenty four month period; and provided, further, that the Warrantholder may, at any time in writing, withdraw such request for such registration and from time to time after therefore preserve the date that is 90 days after the date hereof, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth right provided in this Section 2(b4 (a) shall not be exercisable at any time if for the Company (i) (x) is not in violation of its obligations Warrantholder to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementrequest such registration.

Demand Registration. If on any one occasion during the Exercise Period (i) Subject to the terms and conditions which, for purposes of this Section 7(b), shall not extend beyond the fifth anniversary of the effective date of the registration statement referred to in the Underwriting Agreement), at any time and from time to time after the date that is 90 days after the date hereof, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of Holders holding at least $25 million, the Company shall promptly sixty percent (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition60%) of the Registrable Securities then held by all of the Holders shall notify the Company in writing that he or they intend to offer or cause to be so offered for public sale all or any portion of his or their Registrable Securities having an aggregate proposed offering price of not less than $500,000.00 (the "Minimum"), the Company will notify all of the Holders of Registrable Securities who would be entitled to notice of a proposed registration under Subsection 7(a) above of its receipt of such notification from such Holder or Holders. Upon the written request of any such Holder delivered to the Company within 15 days after delivery by the Company of such notification pursuant to Section 10 hereof, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holders (including the Holder or Holders giving the initial notice of intent to register hereunder) to be registered under the Securities Act in accordance with the terms of this Subsection 7(b), which registration may be under any form of registration statement eligible for use by the Company for such purpose. All expenses of the registration and offering (including transfer taxes on shares being sold by the Holders and the fees and disbursements of one law firm acting as counsel to the Holders) shall be borne by the Company, except that the Holders shall bear the underwriting discounts and selling commissions attributable to their Registrable Securities being registered. If the Company shall furnish to the Holders requesting a registration statement under this Subsection 7(b) a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors, it would not be in the best interests of the Company and its stockholders generally for such registration statement to be filed, the Company shall have the right to defer such filing for a period of not more than 90 days after the receipt of the request for registration; provided, however, that the Company may not utilize this right to defer more than once. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) Company shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations required to file cause a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations registration statement requested pursuant to this Agreement.Subsection 7(b) to become effective prior to 90 days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the

Demand Registration. (a) In the event that the Common Stock is Publicly Traded, the Holder may (i) Subject on an unlimited number of occasions require ENTEX to effect the terms registration of Warrant Shares issued or issuable hereunder (the "Registerable Securities") on Form S-3 (or any successor form thereto, a "Short Form Registration"); and conditions (ii) in the event a Short Form Registration is unavailable at the time of this Agreementsuch request on up to two occasions, at any time and from time 21 require ENTEX to time after the date that is 90 days after the date hereof, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (but not for when-issued trading) of Warrant Shares issued and issuable hereunder on Form S-1 (or any successor form hereto), a “Demand "Long Form Registration”) under "), in each case pursuant to the provisions of this Section 12. If the Holder shall give notice to ENTEX to the effect that such Holder desires to transfer Warrant Shares issued and issuable hereunder pursuant to a public distribution (within the meaning of the Securities Act Act), then ENTEX shall, as promptly as practicable after receipt of such notice (other than pursuant to but in any event within 120 days after receipt of such notice), file a registration statement on Form S-4 or Form S-8 or any similar or successor the appropriate form under pursuant to the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected Act and cause Warrant Shares to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration be registered under the Securities Act and qualified under the applicable state securities or blue sky laws of (A) the Registrable Securities which the Company has been so requested any jurisdiction requested, subject to register by the Qualified Holder(s) in the Demand NoticeSection 14(d), (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of end that such written notice by the Company, and (C) any Registrable Securities to Warrant Shares may be offered and sold by the Company, in each case subject to Section 2(b)(ii), all Holders under the Securities Act and pursuant to the extent required to permit the disposition (in accordance with the intended methods of disposition) securities or blue sky laws of the Registrable Securities jurisdictions requested, as promptly as is practicable thereafter, ENTEX will use its best efforts to be so registeredcause any such registration to become effective and to keep the prospectus included therein current as provided in Section 14(b); provided that such Holder shall furnish ENTEX with such appropriate information in connection therewith as ENTEX may reasonably request in writing. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) Notwithstanding the foregoing, ENTEX shall not be exercisable at required to effect any time Long-Form Registration hereunder for a proposed maximum aggregate offering price of less than $10.0 million or any Short-form Registration hereunder for a proposed maximum aggregate offering price of less than $2.0 million unless, in the case of any Short-form Registration hereunder, the registration covers all of the remaining Warrant Shares purchased or purchasable by the Holder hereunder. The managing underwriters, if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a)any, and (ii) has otherwise complied with its obligations for any offering made pursuant to this Agreement.Sectxxx

Demand Registration. Upon the earlier of (i) Subject to the terms and conditions fifth ------------------- year anniversary of this Agreementthe Issue Date, or (ii) 180 days following the Initial Public Offering of the Company Holders owning, individually or in the aggregate, at any time and least the Requisite Equity Interests may, from time to time after the date that is 90 days after the date hereoftime, upon make a written notice request to the Company to effect up to two registrations (each, a “"Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand ------ Registration”") under the Securities Act of their Registrable Securities. Within ------------ 20 days after the receipt of such written request for a Demand Registration, the Company shall (other than pursuant i) notify the Holders of all Registrable Securities that a Demand Registration has been requested, (ii) prepare, file with the SEC and use its best efforts to a registration statement on Form S-4 or Form S-8 or any similar or successor form cause to become effective under the Securities ActAct within 150 days of such demand a Registration Statement with respect to such Registrable Securities and (iii) keep such registration statement continuously effective for such period of any or time as all of the Registrable Securities held included in such registration statement shall have been sold thereunder (the "Effectiveness Period"). Any such request will specify -------------------- the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Within 30 days after receipt by any Holder of Registrable Securities of such notice from the Company, such 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 included (the "Included Securities"). Each such request by such Qualified Holder(sother 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) which offering is expected to yield aggregate gross proceeds of at least $25 millionand 2.1(f) hereof, the Company shall promptly (but in any event, not later than five Business Days following be required to effect a Demand Registration of Registrable Securities pursuant to this Section 2.1(a) up to a maximum of two occasions. If at the Company’s time of receipt of such Demand Notice) give written notice of request the receipt of Company is not a Subchapter C corporation, the Equity Holders and the Company shall take such Demand Notice steps as shall be necessary for the Company to all other reorganize as a Subchapter C corporation in order to permit Holders that, who have exercised their registration rights pursuant to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”)this Section 2.1 to have registered for resale Shares. The terms of any such Reorganization shall be structured so as to provide the Holders with such number of Shares as results in the Holders holding an equivalent percentage of Capital Stock and Voting Stock in the Company shall promptly file after the appropriate Registration Statement Reorganization as they held immediately prior to the Reorganization to this Agreement. If such demand occurs during the "lock up" period (not to exceed 180 days) imposed on the “Demand Registration Statement”) and use its commercially reasonable efforts Company pursuant to effect, at the earliest practicable dateor 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, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if required to so notify Holders of Registrable Securities and file such Demand Registration Statement prior 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) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) 150 days after such demand or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement90 days after the end of such "lock up" or "black out" period. In the event of any "lock up" period under any underwriting or other purchase agreement, the Company shall so notify the holders of Registrable Securities.

Demand Registration. (i) Subject to the terms and conditions of this Agreement, If at any time prior to the expiration of the Registration Period and from time to time after the date that is 90 days after on which Parent pays any portion of the date hereofContingent Payments in shares of Parent Common Stock, upon any Registrable Securities shall not have been registered by Parent, then the Representative shall on behalf of the Company Stockholders have the right by delivery of written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting Parent, to request that the Company Parent effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under S-3 covering the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) resale of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) the extent issued; provided, however, that Parent shall not be exercisable at obligated to effect any time if the Company such registration (i) during the period starting with the date thirty (x30) days prior to Parent’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Parent-initiated registration; provided that Parent is not actively employing in violation of its obligations good faith all reasonable efforts to file a Shelf Registration Statement pursuant cause such registration statement to Section 2(a) become effective, or (yii) has a currently effective Shelf Registration Statement covering all Registrable Securities (A) if Parent is engaged in accordance any material activity which, in the good faith determination of the Board of Directors of Parent, based on the advice of counsel, would be required to be disclosed in connection with Section 2(a)such registration, and such disclosure would adversely affect such material activity to the material detriment of Parent, and (iiB) has otherwise complied with Parent shall furnish to Representative a certificate signed by the President of Parent stating that in the good faith judgment of the Board of Directors of Parent, it would be seriously detrimental to Parent for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then Parent shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of Representative, and, provided further, that Parent shall not defer its obligations pursuant obligation in this manner more than once in any twelve-month period. The date on which Parent receives such notice is referred to this Agreementherein as the “Demand Date.” In the event that Form S-3 is unavailable and/or inappropriate for such a registration of all the Registrable Securities, Parent shall use such other form or forms as are available and appropriate for such a registration, subject to the consent of the Representative, which shall not be unreasonably withheld.

Demand Registration. (i) Subject to the terms and conditions of this Agreement, at At any time and prior to three years from time to time after the date that is 90 days after the date hereof, upon written notice the Signatory Stockholders owning a majority of the AMRE common stock issued to the Company (Signatory Stockholders in the Merger may make a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the written request for registration (a “Demand Registration”"DEMAND REGISTRATION") under the Securities Act of 1933, as amended (other than the "SECURITIES ACT") of all or a part of the common stock of AMRE received pursuant to the Merger Agreement (the "REGISTRABLE SECURITIES"). Subject to the provisions of this paragraph, AMRE shall not be obligated to effect more than one such Demand Registration. Notwithstanding the foregoing, (i) AMRE shall not be obligated to effect a registration pursuant to this Section 6(a) during the period starting with the date ninety (90) days prior to AMRE's estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement on Form S-4 or Form S-8 or any similar or successor form under pertaining to an underwritten public offering of Common Stock for the Securities Act) account of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a)AMRE, and (ii) has otherwise complied with its obligations if AMRE is required to effect a registration pursuant to this Agreement.Section 6(a) and AMRE furnishes to the Signatory Stockholders a certificate signed by the President of AMRE stating that in the good faith judgment of the Board of Directors of AMRE it would be materially adverse to AMRE 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, then AMRE shall have the right to defer such filing for a period not to exceed 90 days after receipt of the request for such registration from the Signatory Stockholders; provided that during such time AMRE may not file a registration statement for securities to be issued and sold for its own account other than on Form S-8, X-0 xx any successor similar forms or any other form not available for registering the Registrable Securities for sale to the public. AMRE shall at all times use commercially reasonable efforts to register such Registrable Securities. A registration will not count as a Demand Registration until it has become effective, unless the cause of such failure shall be in part attributable to actions of any of the Signatory Stockholders. If any Demand Registration is in the form of an underwritten offering, AMRE shall have the right to designate the underwriter(s) with the approval of the Signatory Stockholders, which approval shall not be unreasonably withheld or delayed. If a requested registration pursuant to this Section 6(a) involves an underwritten offering, and the managing underwriter shall advise AMRE in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, then the Registrable Securities requested to be registered pursuant to this Section 6(a) shall either (i) be reduced to the number of Registrable Securities which AMRE

Demand Registration. (i) Subject to the terms and conditions of this Agreement, at any time and from time to time after the date that is 90 days after the date hereof, upon written notice to a If the Company shall receive a written request by any of (x) the DLJ Entities or their Permitted Transferees, (y) the Requisite DLJIP Entities or (z) the Xxxxxx Entities (any such requesting Person, a “Demand Notice”"SELLING STOCKHOLDER") delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all , which, in the case of the Requisite DLJIP Entities and the Xxxxxx Entities, shall be a Shelf Registration, of all or a portion of such Selling Stockholder's Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds Securities, and specifying the intended method of at least $25 milliondisposition thereof, then the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of such requested registration (a "DEMAND REGISTRATION") at least 10 days prior to the receipt anticipated filing date of the registration statement relating to such Demand Notice Registration to all the Stockholders other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file than the appropriate Registration Statement (the “Demand Registration Statement”) Selling Stockholders and thereupon will use its commercially reasonable best efforts to effect, at the earliest practicable dateas expeditiously as possible, the registration under the Securities Act and under the applicable state securities laws of of: (A) i the Registrable Securities then held by the Selling Stockholders which the Company has been so requested to register by the Qualified Holder(s) Selling Stockholders; and (ii subject to the restrictions set forth in the Demand NoticeSection 3.04, (B) all other Registrable Securities of the same class or series type as those requested that to be registered which the request by the Qualified Holder(s) Selling Stockholders relates which any other Stockholder entitled to request the Company to effect an Incidental Registration (as such term is defined in Section 5.02) pursuant to Section 5.02 (all such Stockholders, together with the Selling Stockholders, the "HOLDERS") has been requested the Company to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to received by the Company within five Business Days 5 days after the giving receipt by such Holders of such written notice given by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required necessary to permit the disposition (in accordance with the intended methods of dispositionthereof as aforesaid) of the Registrable Securities so to be so registered; PROVIDED that, subject to Section 5.01(d) hereof, (I) the Company shall not be obligated to effect more than six Demand Registrations for the DLJ Entities, (II) the Company shall not be obligated to effect more than one Demand Registration for the Requisite DLJIP Entities and (III) the Company shall not be obligated to effect more than one Demand Registration for the Xxxxxx Entities; and PROVIDED, FURTHER, that the Company shall not be obligated to effect any Demand Registration for the DLJ Entities unless the aggregate proceeds expected to be received from the sale of Registrable Securities to be included in such Demand Registration, in the reasonable opinion of DLJMB exercised in good faith, equal or exceed (x) $25,000,000 if such Demand Registration would constitute the Initial Public Offering, or (y) $10,000,000 in all other cases. The Holders’ rights In no event will the Company be required to effect more than one Demand Registration within any four-month period. Notwithstanding anything in this Agreement to the contrary, the Xxxxxx Entities may not assign their right to request a Demand Registration set forth in under this Section 2(b5.01(a) shall not be exercisable at to any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementother Person.

Demand Registration. If the Company shall receive at any time after its initial firm-commitment public offering (i) Subject so long as such request is not within 180 days after the effective date of a registration statement filed by the Company covering an underwritten offering of an of its securities to the terms public) a written request from holders ("Holders") of shares of Common Stock issued or to be issued upon exercise of any Bridge Notes ("Bridge Stock") holding at least 666,667 shares of Common Stock, that the Company file a registration statement for its Common Stock, then the Company shall use commercially reasonable efforts to effect such registration, on Form S-3 or successor form replacing Form S-3, if practicable, as would permit or facilitate the sale and conditions distribution of all or such portion of such Bridge Stock as is specified in such request. For purposes of this Agreement, at any time the term "Restricted Securities" shall mean all Bridge Notes and from time to time after Bridge Stock that bear the date that is 90 days after restrictive legend set forth in Section 8 of the date hereofBridge Notes. If the managing underwriter for the respective offering, upon written notice to if any, advises the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting in writing that the Company effect the inclusion in such registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any some or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested Bridge Stock sought to be registered by the Qualified Holder(s) which Holder or Holders in its opinion will cause the proceeds or the price per unit the Company has been requested or the requesting or demanding holder of securities will derive from such registration to register be reduced or that the number of securities to be registered at the instance of the Company or such requesting or demanding holder plus the number of securities sought to be registered by the Demand Eligible Holders by written request (is too large a number to be reasonably sold, the “Demand Eligible number of securities sought to be registered for each Holder Request”) given shall be reduced pro rata, in proportion to the Company within five Business Days after the giving number of such written notice by the Company, and (C) any Registrable Securities securities sought to be offered registered by all Holders (including Holders requesting registration pursuant to registration rights granted under the Note and sold by the Company, in each case subject to Section 2(b)(iiWarrant Purchase Agreement), all to the extent required necessary to permit reduce the disposition number of securities to be registered to the number recommended by the managing underwriter (in accordance with the intended methods of disposition) "Recommended Number"), subject at all times to those registration rights granted to certain holders of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration Company's securities set forth in this Section 2(b) shall not be exercisable at any time if the Investors' Rights Agreement, the Oxygen Subscription Agreement and the Registration Rights Agreement dated October 30, 1999 between the Company and Guidance Solutions, Inc. (i) (x) is not in violation of its obligations to file a Shelf the "Guidance Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(aRights Agreement"), and (ii) has otherwise complied with its obligations pursuant to this Agreement.

Demand Registration. (ia) Subject to the terms and conditions of this Agreement, at At any time and from time to time after the date that is 90 days after beginning as of the date hereof, upon written notice to Holders of a majority of the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the Registrable Securities may require registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 of all or any similar or successor form under the Securities Act) part of any or all of the their Registrable Securities held by Securities; provided that each such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds Demand Registration must be in respect of at least $25 million100,000 shares of Common Stock and no more than 1,100,000 shares of Common Stock. Holders may exercise this demand registration right under this Section 2 by giving a written request to the Company specifying the intended method of disposition of Holders’ Registrable Securities. Within five business days of receipt of such request, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to notify all other Holders that, of the request. The Holders shall have thirty 30 days after receipt by such Holder of such notice from the Company to its knowledge, hold request that their Registrable Securities be included in the registration with the shares of the Holders initially requiring registration pursuant to this Section 2. Holder will be entitled to require up to five Demand Registrations on Form S-1 and unlimited Demand Registrations on Form S-3 (each, a “Demand Eligible Holder”or any respective successor forms). The Company A Demand Registration under this Section 2 shall promptly file the appropriate not be deemed to have been effected or requested (a) unless a Registration Statement (the “Demand Registration Statement”) with respect thereto has become effective and use its commercially reasonable efforts Holder is legally permitted to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) sell the Registrable Securities which included therein and the Company has been so requested to register by Registration Statement remains effective for at least 180 consecutive days (unless the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities are sold within a shorter period, then the Registration Statement shall have remained effective for such shorter period); (b) if after the Registration Statement has become effective, a stop-order, injunction or order suspending the effectiveness of the same class Registration Statement is issued or series as those requested to be registered by any other limitation, restriction or suspension of the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving offer or sale of such written notice by the Company, and (C) any Registrable Securities to be offered has been imposed and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities covered thereby have not been sold; or (c) if the conditions to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if fulfilled by the Company (i) (x) is for completion of the transactions contemplated by the selling agreement or underwriting agreement related to the registration are not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) satisfied by the Company or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementwaived by the underwriters.

Demand Registration. The Company will provide a list of the names, addresses and number of Warrants held of all current Holders within ten (i10) Subject days of a written request of any Holder for such information. On or after the Commencement Date, the holders of the Warrants and Warrant Shares may require the Company to effect the registration of Warrant Shares. The right to request registration under this Section 5(b) may be exercised on one (1) separate occasion, only unless such request is withdrawn in accordance with the terms hereof. The s granted hereunder are distinct and separate from any other rights to request registration which have been granted to any other Person. A request may be delivered prior to the terms and conditions Commencement Date; provided that the registration statement does not have to be declared effective until after such date. A shelf registration may be demanded pursuant to this Section 5(b). These demand registration rights may only be exercised if the holders of this Agreement, at any time and from time to time after a majority of Warrant Shares (whether or not the date that is 90 days after Warrant Shares have been issued) (the date hereof, upon written "Majority Holders") shall give notice to the Company to the effect that holders of Warrants or Warrant Shares intend to (a “Demand Notice”I) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 transfer all or any similar part of the Warrant Shares or successor form (ii) exercise all or any part of the Warrant and transfer all or any part of the Warrant Shares under such circumstances that a public distribution (within the meaning of the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 millionWarrant Shares will be involved, then the Company shall promptly (but in any event, not later than five Business Days following the Company’s A) within ten (10) days after receipt of such Demand Notice) notice shall give written notice of the proposed registration pursuant to this Section 5(b) to the other holders of Warrants and Warrant Shares and (B) within thirty (30) days after receipt of such Demand Notice notice from the Majority Holders, shall file a registration statement pursuant to the Securities Act to the end that all other Warrant Shares the holders of which requested registration thereof either pursuant to the original notice from the Majority Holders thatgiven pursuant to this sentence or by written notice given to the Company during such 30-day period, to its knowledge, hold Registrable may be sold under the Securities (each, a “Demand Eligible Holder”)Act as promptly as is practicable thereafter. The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effectcause any such registration to become effective and to keep the prospectus included therein current for ninety (90) days; provided, at however, that such holders shall furnish the earliest practicable dateCompany with such appropriate information as is required in connection with such registration as the Company may reasonably request in writing and that such holders shall comply with Section 8 of this Agreement. If the managing underwriter for any offering made pursuant to this Section 5(b) (who shall be selected by the Majority Holders, subject to the consent of the Company, which shall not be unreasonably withheld) advises the Company in writing that, in its opinion, the registration under inclusion of all of the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so Warrant Shares requested to register be included in such registration by the Qualified Holder(s) holders of Warrants and Warrant Shares would materially adversely affect the distribution of all such securities, then there shall be included in the Demand Notice, (B) all other Registrable Securities such registration shares of the same class holders of Warrants or series as those requested Warrant Shares pro rata based on the number of shares originally proposed to be registered by each holder of Warrants or Warrant Shares and no other Common Shares shall be included in such registration. A registration will not count as a demand registration under this Section 5(b) until it has become effective and the Qualified Holder(s) which holders of the Warrants or Warrant Shares participating in the demand registration are able to register and sell at least 50% of the Warrant Shares originally requested to be included in such registration. The Company agrees to enter into an underwriting agreement in customary form with the managing underwriter. Such underwriting agreement will contain such representations and warranties by the Company has been requested and such other terms and provisions as are customarily contained in underwriting agreements with respect to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Companysecondary distributions, including, without limitation, indemnities and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementcontribution.

Demand Registration. The Company may include in a Demand Registration shares of Common Stock for the account of the Company and Registrable Securities for the account of the Piggy-Back Holders and Shares for the account of other holders thereof exercising contractual piggy-back rights, on the same terms and conditions as the Registrable Securities to be included therein for the account of the Demanding Holders; provided, however, that (i) Subject if the managing Underwriter or Underwriters of any underwritten offering described in Section 2.1 have informed the Company in writing that it is their opinion that the total number of shares which the Demanding Holders, the Company, any Piggy-Back Holders and any such other holders intend to include in such offering is such as to materially and adversely affect the terms and conditions success of this Agreementsuch offering, at any time and from time then (x) the number of Shares to time after be offered for the date that is 90 days after the date hereof, upon written notice to account of the Company (a “Demand Notice”if any) delivered by one or more Qualified shall be reduced (to zero, if necessary) and (y) thereafter, if necessary, the number of Shares to be offered for the account of such Piggy-Back Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act and such other holders (other than such other holders exercising contractual piggy-back rights pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities ActRegistration Rights Agreement dated as of March 22, 1995 among the Company and the stockholders named therein (the "1995 Registration Rights Agreement")) shall be reduced (to zero, if necessary), in the case of any or all this clause (y) pro rata in proportion to the respective number of Shares requested to be registered, to the Registrable Securities held extent necessary to reduce the total number of Shares requested to be included in such offering to the number of Shares, if any, recommended by such Qualified Holder(s) which offering is expected managing Underwriters (and if the number of Shares to yield aggregate gross proceeds be offered for the account of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of each such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company Person has been so requested reduced to register by zero, and the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities number of the same class or series as those Shares requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Demanding Holders by written request (the “Demand Eligible Holder Request”) given and such other holders exercising contractual piggy-back rights pursuant to the Company within five Business Days after 1995 Registration Rights Agreement exceeds the giving number of Shares recommended by such written notice by managing Underwriters, then the Company, and (C) any Registrable Securities number of Shares to be offered for the account of the Demanding Holders and sold by the Company, in each case subject to Section 2(b)(ii), all such other holders exercising contractual piggy-back rights pursuant to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to 1995 Registration Rights Agreement shall be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement.reduced pro

Demand Registration. (ia) Subject to The Holders shall have the terms and conditions of this Agreement, at any time and from time to time right after the date IPO Closing Date to request in writing (a "Request") (which request shall specify the Registrable Securities intended to be disposed of by such Holders and the intended method of distribution thereof, including in a Rule 415 Offering, if Coach is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) that Coach register such portion of such Holders' Registrable Securities as shall be specified in the Request (a "Demand Registration") by filing with the Commission, as soon as practicable thereafter, but not later than the 30th day (or the 45th day if the applicable registration form is 90 days other than Form S- 3) after the date hereofreceipt of such a Request by Coach, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement (a "Demand Registration Statement") covering such Registrable Securities, and Coach shall use all commercially reasonable efforts to have such Demand Registration Statement declared effective by the Commission as soon as practicable thereafter, but in no event later than the 75th day (or the 90th day if the applicable registration form is other than Form S-3) after the receipt of such a Request, and to keep such Demand Registration Statement Continuously Effective for a period of at least twenty-four (24) months, in the case of a Rule 415 Offering, or, in all other cases, for a period of at least 180 days following the date on Form S-4 which such Demand Registration Statement is declared effective (or Form S-8 or any similar or successor form under the Securities Act) of any or for such shorter period which will terminate when all of the Registrable Securities held covered by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (shall have been sold pursuant thereto), including, if necessary, by filing with the “Commission a post-effective amendment or a supplement to the Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement”) and use its commercially reasonable efforts , if required by the rules, regulations or instructions applicable to effect, at the earliest practicable dateregistration form used by Coach for such Demand Registration Statement or by the Securities Act, the registration under the Securities Act and under the applicable Exchange Act, any state securities laws of (A) the Registrable Securities or blue sky laws, or any rules and regulations thereunder; PROVIDED that such period during which the Company has been so requested to register by the Qualified Holder(s) Demand Registration Statement shall remain Continuously Effective shall, in the Demand Noticecase of an Underwritten Offering, be extended for such period (Bif any) all other Registrable Securities as the underwriters shall reasonably require, including to satisfy, in the judgment of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given counsel to the Company within five Business Days after the giving of such written notice underwriters, any prospectus delivery requirements imposed by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementapplicable law.

Demand Registration. (i) Subject If the Shelf Registration Statement is not declared effective or, following its effectiveness, ceases to the terms and conditions be effective or is otherwise unavailable for any reason (other than as a result of this Agreement, at any time and from time to time after the date that is 90 days after the date hereofa Blackout Period), upon written notice to the Company (a “Demand NoticeRequest”) delivered by one or more Qualified Holders the Threshold Backstop Parties, requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held beneficially owned by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million), the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written a notice of the receipt of such Demand Notice Request (a “Demand Notice”) to all other Holders that, to its knowledge, hold of Registrable Securities (eachwhich notice shall state the material terms of such proposed Demand Registration, a “Demand Eligible Holder”to the extent known). The Company Such Demand Notice shall promptly file be given not more than ten (10) Business Days and not less than five (5) Business Days, in each case prior to the appropriate Registration Statement expected date of the public filing of the registration statement (the “Demand Registration Statement”) for such Demand Registration. Subject to the provisions of Section 1(b)(iii) below, the Company shall file the Demand Registration Statement and use its commercially reasonable efforts to effect, at the earliest practicable dateas soon as reasonably practicable, the registration under the Securities Act and under the applicable state securities laws of (A) the and include in such Demand Registration Statement all Registrable Securities with respect to which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by received written request (the “Demand Eligible Holder Request”) given to the Company requests for inclusion therein within five (5) Business Days after the giving later of such written notice by (x) the Company, Company delivering the Demand Notice to Holders of Registrable Securities and (Cy) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all five (5) Business Days prior to the extent required to permit the disposition (in accordance with the intended methods of disposition) actual public filing of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth Statement. Nothing in this Section 2(b1(b) shall not be exercisable at any time if relieve the Company (i) (x) is not in violation of its obligations to file a under Section 1(a) above. For the avoidance of doubt, the “Plan of Distribution” section of the requested Demand Registration Statement shall comply with the provisions specified for the Shelf Registration Statement pursuant to Section 2(a1(a)(iii). Anything to the contrary in this Section 1(b)(i) notwithstanding, however, unless a Re-IPO has earlier occurred or at the time there are no Necessary Backstop Parties without giving effect to clause (yiii) has of the definition thereof, a currently effective Shelf Registration Statement covering all Registrable Securities Demand Request may only be delivered by the Necessary Backstop Parties, in accordance with Section 2(a)which case the applicable Demand Registration, if consummated, shall be deemed a “Demand Re-IPO”, and (ii) has otherwise complied such Demand Request shall comply with its obligations pursuant to this Agreementthe provisions therefor set forth in Section 1(a)(vi).

Demand Registration. (ia) Subject Pharmacia shall have the right, exercisable on multiple occasions from time to time during the terms and conditions term of this Agreement, at but together with Unregistered Demands (as defined in Section 3.1(a) below) no more frequently than twice during any time and from time twelve-month period, to time after the date that is 90 days after the date hereof, upon written notice to require the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) to register for offer and sale under the Securities Act (other than a "Demand") all or a portion of the Common Stock held by the Pharmacia Entities, subject to the restrictions set forth herein; provided that Pharmacia shall not be entitled to make a Demand hereunder unless the Common Stock subject to such Demand represents at least 5% of the aggregate shares of Common Stock then issued and outstanding. As promptly as practicable after the Company receives from Pharmacia a notice pursuant to this Section 2.1(a) (a registration statement on Form S-4 "Demand Notice"), demanding that the Company register part or Form S-8 or any similar or successor form all of the Common Stock held by the Pharmacia Entities for offer and sale under the Securities Act) of any or all of the Registrable Securities held by , but in no event later than 30 days after such Qualified Holder(s) which offering is expected demand, subject to yield aggregate gross proceeds of at least $25 millionSection 2.1(b), the Company shall (i) use reasonable best efforts to file as promptly (but in any event, not later than five Business Days following as reasonably practicable with the Company’s receipt of such Demand Notice) give written notice Commission a Registration Statement relating to the offer and sale of the receipt Applicable Securities on such form as Pharmacia may reasonably deem appropriate and, thereafter, (ii) after the filing of an initial version of the Registration Statement, use reasonable best efforts to cause such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration be declared effective under the Securities Act and under as promptly as practicable after the applicable state securities laws date of (A) the Registrable Securities which filing of such Registration Statement. Subject to Section 2.1(b), the Company has been so requested shall use reasonable best efforts to register by the Qualified Holder(s) keep each Registration Statement continuously effective in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required order to permit the Prospectus forming a part thereof to be usable by Pharmacia for resales of the Applicable Securities for a period ending on the earlier of (i) 120 days from the Effective Time of such Registration Statement and (ii) such time as all of such securities have been disposed of by Pharmacia. Subject to Section 2.1(b), the Company shall use reasonable best efforts to prepare and file with the Commission such amendments, post-effective amendments and supplements to the Registration Statement as may be necessary to maintain the effectiveness of the Registration Statement for such period and to cause the Prospectus forming a part thereof (and any amendments or supplements thereto) to be filed pursuant to Rules 424 and 430A under the Securities Act and/or any successor rules that may be adopted by the Commission, as such rules may be amended from time to time; and comply with the provisions of the Securities Act with respect to the disposition (of all Applicable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth distribution thereof, as specified in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementwriting by Pharmacia.

Demand Registration. (i) Subject Investor may make a written demand to the terms Corporation for registration of all or part of its Registrable Securities, which written demand shall describe the amount and conditions type of this Agreement, at any time securities to be included in such registration and from time to time after the date that is 90 days after the date hereof, upon intended method(s) of distribution thereof (such written notice to the Company (demand a “Demand Notice”Registration”); provided, however, that an Investor may not request a Demand Registration unless the class of securities of the Corporation subject to the Demand Registration are registered pursuant to Section 12(b) delivered of the Exchange Act. Upon receipt by one or more Qualified Holders requesting that the Company effect Corporation of such written request for a Demand Registration from an Investor, the Investor shall be entitled to have its Registrable Securities included in a registration at the cost and expense of the Corporation and the Corporation shall effect, as soon thereafter as is commercially reasonable, the registration (of all Registrable Securities requested by the Investor pursuant to such request for a “Demand Registration”) , including by filing a Registration Statement on an appropriate form under the Securities Act relating thereto as soon as practicable, but not more than forty five (other 45) days immediately after the Corporation’s receipt of the request for a Demand Registration. Under no circumstances shall the Corporation be obligated to (i) effect more than an aggregate of two (2) Demand Registrations with respect to any or all of an Investor’s Registrable Securities, and never more than one (1) Demand Registration in a twelve (12) month period and (ii) proceed if the required minimum offering size of at least US$3.5 million is not met; provided, however, that a registration pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or request for a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such request for a Demand Registration has become effective and all of the Registrable Securities held requested by such Qualified Holder(s) which offering is expected the Investor to yield aggregate gross proceeds of at least $25 millionbe registered have been sold. Notwithstanding the foregoing obligations, if the Company shall promptly (but Corporation furnishes to holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Corporation’s chief executive officer stating that in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice good faith judgment of the receipt Board of Directors it would be materially detrimental to the Corporation and its shareholders for such Demand Notice registration statement to all 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 Holders that, similar transaction involving the Corporation; (ii) require premature disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential; or (iii) render the Corporation unable to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration comply with requirements under the Securities Act and under or Exchange Act, then the applicable state securities laws Corporation shall have the right to defer taking action with respect to such filing for a period of not more than sixty (A60) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days days after the giving of such written notice by request; provided, however, that the Company, Corporation may not invoke this right more than once in any twelve (12) month period; and (C) any Registrable Securities to be offered and sold by provided further that the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) Corporation shall not be exercisable at register any time if the Company securities for its own account or that of any other stockholder during such sixty (i60) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementday period.

Demand Registration. At any time, a majority in interest of the holders (iwhich must include the Initial Holder) Subject shall have the right and option to the terms and conditions of this Agreement, at any time and from time to time after the date that is 90 days after the date hereofrequire, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting Company, that the Company effect the registration file a Registration with respect to all Warrant Shares (a “Demand Registration”), and the Company will use its best efforts to effect the registration of such shares of Common Stock as have been requested to be registered by such, holders as soon as practicable; provide, however, the Company shall not be required to use such best efforts (i) under on more than one (1) occasion for each holder of the Securities Act (other than Warrants or Issued Warrant Shares pursuant to this Section (provided that any such holder holds at least 50% of the Warrant Shares), (ii) for Warrant Shares with an aggregate Current Market Price of less than $1,000,000, or (iii) if the Company shall so request, for a period not to exceed nine (9) months immediately following the date a public offering of the Common Stock (pursuant to an effective registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) is commenced; provided, further, if in the opinion of any an independent investment banking firm such registration or all qualification would, if not deferred, materially and adversely affect a proposed business or financial transaction of substantial importance to the Registrable Securities held by such Qualified Holder(s) which Company’s financial condition (other than an underwritten public offering is expected to yield aggregate gross proceeds of at least $25 millionits securities), the Company may defer such registration or qualification for a single period (specified in such notice) of not more than ninety (90) days. If the managing underwriter, who shall promptly be selected by the Person who originally requested such registration to manage the distribution of the Warrant Shares being registered (but which managing underwriter must in any eventevent be satisfactory to the company in its reasonable discretion), not later than five Business Days following advises the Company’s receipt prospective sellers in writing that the aggregate number of such Demand Notice) give written notice of the receipt of such Demand Notice Warrant Shares to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) be sold in the Demand Noticeproposed distribution and other shares of Common Stock, (B) all other Registrable Securities of the same class or series as those if any, requested to be registered by other holders of registration rights or proposed to be included in such registration by the Qualified Holder(sCompany should be less than the number of Warrant Shares and other shares of Common Stock requested or proposed to be registered, the number of Warrant Shares and other shares of Common Stock to be sold by each prospective seller (including the Company) shall be reduced as follows: first, the number of shares of Common Stock proposed to be registered by the Company shall be reduced to zero, if necessary; second, the number of shares of Common Stock proposed to be registered by the holders of Common Stock possessing registration rights granted by the Company other than under or arising from this Warrant shall be reduced to zero, if necessary; and third, the number of Warrant Shares proposed to be included in such registration shall be reduced pro rata, so that each prospective seller may sell that proportion of Warrant Shares to be sold in the proposed distribution which the Company has been requested number of Warrant Shares proposed to register be sold by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given such prospective seller bears to the Company within five Business Days after the giving aggregate number of such written notice by the Company, and (C) any Registrable Securities Warrant Shares proposed to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementprospective sellers.

Demand Registration. (i) Subject to the terms and conditions of this Agreement, at At any time and from time to time after the date that is 90 sixty (60) ------------------- days after the date hereof, upon written notice prior to the Company commencement of the Exercise Period, holders of not less than fifty percent (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act50%) of any the then total number of Registrable Shares, as to which Warrants have been exercised or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 millionare then exercisable, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give may make a written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the request for registration under the Securities Act and under the applicable state securities laws of (A) the all or part of their Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request Shares (the “"Demand Eligible Holder Request”Registration") given to for the public disposition of such ------------------- Registrable Shares. The Company within five Business Days shall, as soon as reasonably practicable after the giving receipt of such written notice by request, notify all other holders of Registrable Shares, as to which Warrants have been exercised or are then exercisable, of the Company's receipt of such written request, and (C) any offer such holders the opportunity to include their Registrable Shares, as to which Warrants have been exercised or are then exercisable, in such Demand Registration. The Company shall then use its reasonable best efforts to register under the Securities Act the Registrable Shares proposed to be offered and sold by such holders and to keep such Demand Registration open for ninety (90) days if such Demand Registration becomes effective after the Companycommencement of the Exercise Period, in each case subject or ninety (90) days after the commencement of the Exercise Period, if such Demand Registration becomes effective before such commencement (the "Registration Period"). provided, however, that the Company shall not be obligated (i) to effect the -------- ------- Demand Registration covering less than fifty percent (50%) of the then total number of Registrable Shares, or (ii) to effect more than one (1) Demand Registrations under this Section 2(b)(ii), all 7.2: provided that if the Registrable Shares ----------- -------- proposed to be sold by such holders were not sold pursuant to the extent required Demand Registration, other than because such holders elected not to permit sell their Registrable Shares, the disposition (holders of any number of Registrable Shares shall be entitled to make a written request for an additional Demand Registration in accordance with the intended methods procedures of dispositionthis Section 7.2 until such Registrable Shares ----------- initially proposed to be sold by such holders have been sold (except that a request for an additional Demand Registration may not be made until six (6) months after the effective date of the Registration Statement effected in response to any previous Demand Registration); and provided, -------- further, that the Demand Registration shall be subject to the provisions of ------- Section 7.4 hereof. A request for the Demand Registration will specify the ----------- number of Registrable Securities Shares proposed to be so registeredsold. The Holders’ rights to request a A registration will not count as the Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if until the Company (i) (x) is not in violation of its obligations to file a Shelf registration statement relating thereto has become effective and been kept open for the entire Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this AgreementPeriod.

Demand Registration. (i) Subject Upon the written demand of ------------------- any Warrant Holder to the terms and conditions of this Agreement, Issuer (a "Demand") at any time and from time to time after the date that is 90 days after the date hereof, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders Closing Date requesting that the Company Issuer effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and of Non-Public Warrant Shares of such Warrant Holder, the Issuer will promptly give written notice (a "Demand Notice") of such Demand to all other Warrant Holders. Each other Warrant Holder may request that the Issuer effect the registration under the applicable state securities laws Securities Act of (A) additional Non-Public Warrant Shares of such Warrant Holder by delivering written notice to the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in Issuer specifying such number of Non-Public Warrant Shares within 20 days of receipt of the Demand Notice, . In the event that the Issuer receives requests for the registration under the Securities Act of Non-Public Warrant Shares representing at least the greater of (Bi) all other Registrable Securities an aggregate of twenty (20) percent of the same class Warrants initially issued under the Warrant Agreements or series as those (ii) Non-Public Warrant Shares having an aggregate market value of at least $250,000 (or if a lesser number of Non-Public Warrant Shares are outstanding, the remainder of the Non-Public Warrant Shares then outstanding) within such 20-day period the Issuer shall give written notice (a "Registration Notice") to all Warrant Holders that the Issuer will be filing a registration statement pursuant to this Section 2 and will thereupon use its reasonable best efforts promptly to effect the registration under the Securities Act of (i) the Non-Public Warrant Shares which Warrant Holders have requested to be registered by the Qualified Holder(s) which the Company has been requested to register by within 20 days of the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a)Notice, and (ii) has otherwise complied with its obligations additional Non-Public Warrant Shares which Warrant Holders have requested to be registered within 10 days of the Registration Notice. Promptly within 20 days of the Registration Notice, the Issuer will notify all Warrant Holders whose Non-Public Warrant Shares are to be included in the registration of the number of additional Non-Public Warrant Shares requested to be included therein by the other Warrant Holders. If the registration of which the Issuer gives notice pursuant to this AgreementSection 2 is for an underwritten public offering, Non-Public Warrant Shares which are to be included in the underwriting may be included in such registration, and the Issuer shall, after reasonable consultation with the selling Warrant Holders, have the right to designate the managing underwriter(s) in any such underwritten public offering with the consent of the selling Warrant Holders (which consent shall not be unreasonably withheld). Holders who include Warrant Shares in a registration pursuant to this Section 2 shall bear the cost of any underwriters' discounts and commissions relating to their Warrant Shares which are sold. Notwithstanding the foregoing, the Warrant Holders shall have the right to make no more than three (3) demands for registration under this Section 2. If the Issuer shall furnish to the Warrant Holders a certificate signed by the Issuer's chief executive officer stating that, because of unannounced material pending acquisitions or other undisclosed material facts, in the good faith judgment of the Board of Directors of the Issuer, it would not be in the best interests of the Issuer and its shareholders generally to sell shares pursuant to such registration statement for a period not to exceed sixty (60) days from the date of such officer's certificate, the Warrant Holders shall agree that they shall not sell securities pursuant to such registration statement during such period; provided, however, that the Issuer shall be entitled to give such notice only once in any 365-day period, and shall not be entitled to give such notice at any time at which an underwritten offering is being effected.

Demand Registration. (ia) Subject to the terms and conditions of this Agreement, If at any time and following the Restriction Termination Date, Parent shall receive a request from time to time after the date Seller that is 90 days after the date hereof, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company Parent effect the registration under the 1933 Act of all or any portion of the Registrable Securities, and specifying the intended method of disposition thereof and the number of Registrable Securities requested to be registered (such request, a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million), the Company then Parent shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable dateas promptly as practicable, the registration under the Securities 1933 Act and under the applicable state securities laws of (A) the all such Registrable Securities for which the Company Seller has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (registration in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration registration procedures set forth in this Section 2(b) ‎Section 4.03. Parent shall not be exercisable at any time if the Company obligated to effect more than one Demand Registration; provided, however, that (i) (x) is not in violation if at the time any Earn-Out Shares are issued to Seller as part of the 2012 Earn-Out Payment, Seller shall have previously exercised its obligations Demand Registration, Seller shall have the right to file a Shelf request one additional Demand Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant if at the time any Earn-Out Shares are issued to this AgreementSeller as part of the 2013 Earn-Out Payment, Seller shall have previously exhausted all Demand Registrations available to Seller hereunder, Seller shall have the right to request one additional Demand Registration. Seller may, at any time prior to the effective date of the registration statement relating to such Demand Registration, revoke such request by providing a written notice to Parent revoking such request. Any Demand Registration so revoked prior to the effective date of the applicable registration statement shall not count as a Demand Registration so long as Seller promptly reimburses Parent for all Registration Expenses incurred in respect of such revoked Demand Registration.

Demand Registration. (i) Subject to the terms and conditions of this Agreement, at At any time from and from time to time after the date that is 90 one hundred and eighty (180) days after the date hereofClosing Date, upon written notice to so long as the Company (a “Demand Notice”) delivered by one Purchasers hold any Series B Notes or more Qualified Holders requesting Series B Warrants, the Purchasers representing the holders of at least 22% of the aggregate amount of the Initial Registrable Securities, can demand in writing that the Company effect promptly prepare and file with the registration SEC as soon as practicable, but in no event later than the thirtieth (a 30th) day (the “Demand RegistrationFiling Date”) under from the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held day such written demand is received by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Date”), a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Initial Registrable Securities) (the “Initial Registration Statement”) and use its commercially reasonable efforts covering the resale of the Initial Registrable Securities. The Registration Statement filed hereunder, to effect, at the earliest practicable date, the registration extent allowable under the Securities Act and under the applicable Rules promulgated thereunder (including Rule 416), shall state securities laws that such Registration Statement also covers such indeterminate number of (A) additional shares of Common Stock as may become issuable upon conversion of the Series B Notes and exercise of the Series B Warrants to prevent dilution resulting from stock splits, stock dividends or similar transactions. The Registrable Securities which included on the Company has been so requested to register by Registration Statement shall be allocated among the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series Investors as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b11(k) hereof. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall not be exercisable at any time if provided to (and subject to the Company approval of) the Required Holders (ias defined in the Securities Purchase Agreement) (x) is not in violation prior to its filing or other submission. For purposes of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to provisions of this Agreement, any document publicly available on the SEC’s XXXXX system shall be considered to have been validly “furnished,” “delivered” or “provided” to the Required Holders.

Demand Registration. (ia) Subject to the terms and conditions of this Agreement, at any time and from time to time after the date that is 90 one hundred eighty (180) days after the date hereofan IPO, upon written notice to the Company any Holder of at least fifteen percent (a “Demand Notice”15%) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds (excluding, solely for purposes of at least $25 millioncalculating the number of issued Ordinary Shares used in the denominator of that calculation, the Company shall promptly (but in MIP Shares, the MIP Awards and any event, not later than five Business Days following Ordinary Shares issued pursuant to the Company’s receipt of such Demand Notice) give written notice terms of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities Opioid Trust CVR) may request in writing (each, a “Demand Eligible HolderRegistration Request”)) that the Company facilitate an Underwritten Offering in the manner and subject to the conditions described in this Section 2 and Section 4 hereof. The Company shall promptly file the appropriate If a Registration Statement for a Shelf Registration on Form S-3 (the “Demand Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf”, and, together with the Form S-3 Shelf, the “Shelf Registration Statement”) has previously been filed and been declared effective, then the Company shall facilitate such Underwritten Offering as an Underwritten Shelf Takedown pursuant to such Shelf Registration Statement as promptly as practicable after receipt of such request. If no Shelf Registration Statement has previously been filed, then the Company will file a Registration Statement covering the Holder’s Registrable Securities requested to be registered, and shall use its commercially reasonable efforts to effectcause such Registration Statement to be declared effective, at the earliest as promptly as practicable dateafter receipt of such request, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which facilitate such Underwritten Offering as an Underwritten Shelf Takedown; provided, however, that the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall will not be exercisable at any time if the Company (i) (x) is not in violation of its obligations required to file a Shelf Registration Statement pursuant to this Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement.effect an Underwritten Offering:

Demand Registration. (i) Subject to the terms and conditions of this Agreement, at At any time and from time when an Initial --------------------- Registration Statement covering the Registrable Securities is not effective (during any period in which an Initial Registration Statement is otherwise required to time after be effective pursuant to Section 2(a)), the date that is 90 days after the date hereof, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Majority Holders requesting may request in writing that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws for all or part of (A) the Registrable Securities for sale in the manner specified in such request, and on a form that may be used for the registration of such Registrable Securities. All registrations requested pursuant to the foregoing are referred to herein as "Demand Registrations." A Demand ---------------------- Registration may be effected on no more than two (2) occasions. Within ten days after receipt of any request pursuant to this Section 2(b), the Company will give written notice of such request to all other Holders of Registrable Securities, and will include in such registration all Registrable Securities with respect to which the Company has been so requested received written requests for inclusion therein within fifteen (15) Business Days after the receipt of the Company's notice; provided, however, that the Company shall not be required to register -------- ------- any Registrable Securities pursuant to this Section 2(b) that are eligible for sale pursuant to Rule 144 without regard to volume restrictions. If requested by the Qualified Holder(s) Majority Holders, a Demand Registration shall be in the Demand Noticeform of an Underwritten Offering. In such event, and if the managing underwriters advise the Company and such Holders in writing that in their opinion the amount of Registrable Securities and other securities, if any, proposed to be sold in such Underwritten Offering exceeds the amount of Registrable Securities and other securities, if any, which can be sold in such Underwritten Offering, and based on such determination recommends inclusion in such registration statement of fewer Registrable Securities than proposed to be sold by the Holders, then (Ba) all other the number of Registrable Securities of the same class or series as those Holders included in such registration statement shall be reduced pro rata among such Holders (based upon the number of Registrable Securities requested to be registered by included in the Qualified Holder(sregistration) which the Company has been requested to register by the Demand Eligible Holders by written request or (the “Demand Eligible Holder Request”b) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) none of the Registrable Securities of the Holders shall be included in such registration statement if the Company, after consultation with the underwriter(s), recommends the inclusion of none of such Registrable Securities; provided, however, that if securities are being offered for the -------- ------- account of other persons or entities (including the Company), such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if offered by the Company Holders than the fraction of similar reductions imposed on such other persons or entities (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(aincluding the Company), and (ii) has otherwise complied with its obligations pursuant to this Agreement.

Demand Registration. (a) (i) Subject to the terms and conditions of this Agreement, A Holder or Holders other than Blackstone ("Xxxxxx Holders") may request (at any time and from time to time after the date that is 90 days after the date hereof, upon Company completes an IPO) by written notice delivered to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) register under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 all or any similar portion of the Registrable Securities then held by such Xxxxxx Xxxxxx or successor form under Xxxxxx Holders (the Securities Act"Requesting Xxxxxx Holders"), representing in the aggregate not less than fifty percent (50%) of any or all of the Registrable Securities held by the Xxxxxx Holders, for sale in the manner specified in such Qualified Holder(snotice (including, but not limited to, an underwritten public offering). In each such case, such notice shall specify the number of Registrable Securities for which registration is requested, the proposed manner of disposition of such securities, and the minimum price per share at which the Requesting Xxxxxx Holders would be willing to sell such securities in an underwritten offering. The Company shall, within five (5) which offering is expected Business Days after its receipt of any Requesting Xxxxxx Holders' notice under this Section 2(a)(i), give written notice of such request to yield aggregate gross proceeds all other Xxxxxx Holders and afford them the opportunity of at least $25 millionincluding in the requested registration statement such of their Registrable Securities as they shall specify in a written notice given to the Company within twenty (20) days after their receipt of the Company's notice. Within ten (10) Business Days after the expiration of such twenty (20) day period, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to notify all other Xxxxxx Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the requesting registration under the Securities Act and under the applicable state securities laws of (A) the aggregate number of Registrable Securities which the Company has been so requested proposed to register be registered by the Qualified Holder(s) in the Demand Noticeall Xxxxxx Holders, (B) all other Registrable Securities the proposed filing date of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Companyregistration statement, and (C) such other information concerning the offering as any Registrable Securities to be offered and sold by Holder may have reasonably requested. If the Company, Xxxxxx Holders of a majority in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) aggregate amount of the Registrable Securities to be so included in such offering shall have requested that such offering be underwritten, the managing underwriter for such offering shall be chosen by the Xxxxxx Holders of a majority in aggregate amount of the Registrable Securities being registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) , with the consent of the Company, which consent shall not be exercisable at any time if unreasonably withheld, not less than thirty (30) days prior to the proposed filing date stated in the Company's notice, and the Company shall thereupon promptly notify such Xxxxxx Holders as to the identity of the managing underwriter, if any, for the offering. On or before the 30th day prior to such anticipated filing date, any Xxxxxx Xxxxxx may give written notice to the Company and the managing underwriter specifying either that (iA) Registrable Securities of such Xxxxxx Xxxxxx are to be included in the underwriting, on the same terms and conditions as the securities otherwise being sold through the underwriters under such registration or (xB) is not in violation of its obligations such Registrable Securities are to file a Shelf Registration Statement be registered pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities such registration statement and sold in accordance with Section 2(a)the open market without any underwriting, on terms and (ii) has otherwise complied with its obligations pursuant conditions comparable to this Agreementthose normally applicable to offerings in reasonably similar circumstances, regardless of the method of disposition originally specified in Holder's request for registration.

Demand Registration. (ia) Subject to the terms and conditions of this Agreement, at At any time and from time to time after time, a Majority-in-Interest of the date that is 90 days after Holders shall have the date hereofright, upon by written notice (the "Demand Notice") given to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that Company, to request the Company effect to file with the registration (SEC a “Demand Registration”) under the Securities Act (other than pursuant Registration Statement with respect to a registration statement on Form S-4 or Form S-8 all or any similar or successor form under the Securities Act) of any or all portion of the Registrable Securities Shares held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds Holders and/or the Registrable Shares issuable upon conversion of at least $25 millionShares held by such Holders, as designated by such Holders. Upon receipt of any such Demand Notice, the Company shall promptly (promptly, but in any event, not later no event more than five Business Days following the Company’s days after receipt of such Demand Notice) give written notice thereof, notify all other Holders of the receipt of such Demand Notice and, subject to the limitations set forth below, shall include in the proposed registration all other Holders that, Registrable Shares with respect to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by received written requests for inclusion therein within 20 days after delivery of the Qualified Holder(s) Company's notice. In connection with any Demand Registration in which more than one holder of securities participates, in the event that such Demand Notice, Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares and the holders of other securities to be included in such offering that the total number of Registrable Shares and other securities to be included in such offering exceeds the amount that can be sold in (Bor during the time of) all other Registrable Securities such offering without delaying or jeopardizing the success of such offering (including the price per share of the same class or series Registrable Shares and other securities to be sold), then the amount of Registrable Shares and other securities to be offered for the account of such Holders shall be reduced as those follows: first, pro rata on the basis of the number of securities other than (i) Registrable Shares and (ii) shares of stock being registered at the request of holders of the Company's Senior Convertible Preferred Stock, requested to be registered by the Qualified Holder(s) which holders of such securities; and second, pro rata on the Company has been basis of the number of Registrable Shares and shares of Senior Convertible Preferred Stock requested to register be registered by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving holders of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registeredsecurities. The Holders’ rights Holders as a group shall be entitled to request a two Demand Registrations pursuant to this Section 1; provided, that any Demand Registration set forth in this Section 2(b) shall that does not be exercisable at any time if the Company (i) (x) become effective or is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities maintained for the time period required in accordance with Section 2(a1(c) shall not count as one of such Demand Registrations, except as set forth in Section 1(f); provided, further, that if the Demanding Holders have requested inclusion in such Demand Registration and (ii) has otherwise complied with its obligations 75% or less of the securities so requested to be included have been included, the Holders as a group shall be entitled to an additional Demand Registration hereunder on the same terms and conditions as would have applied to the Holders had such earlier Demand Registration not been made. Anything herein to the contrary notwithstanding, the Company shall not be required to effect a Demand Registration pursuant to this AgreementSection 1 within a period of six (6) months after the effective date of any other Demand Registration.

Demand Registration. (i) Subject to the terms and conditions of this Agreement, If at any time and from time to time after the date that is 90 days after the date hereof, upon written notice to the Company (shall receive a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect written request therefor from Holder for the registration (a “Demand Registration”) under the Securities Act of Registrable Securities aggregating not less than Five Million Dollars (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act$5,000,000) of any in market value, or all of the Registrable Securities then held by the Holder if the market value of such Qualified Holder(s) which offering Registrable Security is expected estimated to yield aggregate gross proceeds of at least be less than Five Million Dollars ($25 million5,000,000), the Company shall promptly (but prepare and file as soon as practicable and in any event, not later than five Business Days following the Company’s event within 90 days of receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (eachrequest, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration statement under the Securities Act covering the number of Registrable Securities which are the subject of such request and under shall use its best efforts to cause such registration statement to become effective; provided, however, that the applicable state Company shall not be obligated to prepare and file a registration statement pursuant to this Section 1.2 until six (6) months have elapsed from the date that the Company has first registered and sold a class of equity securities laws of on Form S-1 (A) or any successor form). In the event that Holder determines for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission, and such registration statement, if theretofore filed with the Commission, is withdrawn with respect to the Registrable Securities which covered thereby, and Holder agrees to bear its own expenses incurred in connection therewith and to reimburse the Company has been so requested for the expenses incurred by it attributable to the registration of such Registrable Securities, then Holder shall not be deemed to have exercised its right to require the Company to register Registrable Securities pursuant to this Section at the expense of the Company. If a registration statement filed by the Qualified Holder(s) in Company at the Demand Notice, (B) all other Registrable Securities request of Holder pursuant to this Section is withdrawn at the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving initiative of such written notice by the Company, and (C) any then Holder shall not be deemed to have exercised its right to require the Company to register Registrable Securities pursuant to this Section. The managing underwriter of an offering registered pursuant to this Section shall be offered and sold selected by the CompanyCompany and shall be reasonably acceptable to Holder. Without the written consent of Holder, neither the Company nor any other holder of securities of the Company may include securities in each case subject to Section 2(b)(ii), all to such registration if in the extent required to permit good faith judgment of the disposition (in accordance managing underwriter of such public offering the inclusion of such securities would interfere with the intended methods successful marketing of disposition) the Registrable Securities or require the exclusion of any portion of the Registrable Securities to be so registered. The Holders’ rights Shares to request a Demand Registration set forth in this Section 2(b) be excluded from an underwritten public offering shall not be exercisable at any time if selected pro rata among the holders of securities of the Company requesting inclusion in such registration. The Company shall be obligated to effect only two (i2) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations registrations pursuant to this AgreementSection 1.2.

Demand Registration. (ia) Subject to Upon the terms and conditions written request from the Holders of this Agreementat least a majority of the Additional Registrable Securities then outstanding(the “Requisite Shareholders”), delivered at any time and from time to time after the date that is 90 days after the date hereof, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following prepare and file a Demand Registration Statement covering the Company’s receipt of such Demand Notice) give written notice resale of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Additional Registrable Securities then outstanding on or prior to the applicable Filing Date. The Demand Registration Statement shall be on Form S-3 (eachexcept if the Company is not then eligible to register for resale the Additional Registrable Securities on Form S-3, a “Demand Eligible Holder”in which case such registration shall be on another appropriate form in accordance herewith). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable best efforts to effect, at the earliest practicable date, the registration cause each Additional Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the applicable Effectiveness Date, and shall use its commercially reasonable best efforts to cause each Additional Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the applicable state securities laws of Effectiveness Date, and shall use its commercially reasonable best efforts to keep each Demand Registration Statement continuously effective under the Securities Act until the earliest of: (Ai) the date when all of the Additional Registrable Securities which covered by such Demand Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) or (ii) the Company has been so requested to register by date when all of the Qualified Holder(s) in the Demand Notice, (B) all other Additional Registrable Securities of the same class covered by such Demand Registration Statement have been sold or series as those requested to may be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request sold in any 90 day period in reliance on Rule 144 (the “Subsequent Effectiveness Period”). Notwithstanding the foregoing, the Requisite Shareholders shall not be entitled to demand that the Company cause more than two (2) such demand registrations in any consecutive 12 month period to become effective pursuant to this Section 4(a) if such registrations have been declared or ordered and remain effective (it being understood that for purposes of a third demand pursuant to this Section 4(a), such 12 month period shall begin on the date the first demand was made and for purposes of any other demand pursuant to this Section 4(a), such 12 month period shall begin on the date the penultimate demand was made). Further, notwithstanding the foregoing, the Company may suspend the effectiveness of any Demand Eligible Holder RequestRegistration Statement by written notice to the Holders for a period not to exceed an aggregate of 30 days in any 60-day period (each such period, a “Suspension Period”) given if (x) an event occurs and is continuing as a result of which any Demand Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein would, in the Company’s judgment, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (y) the Company determines in good faith that the disclosure of such event at such time would be materially detrimental to the Company within five Business Days after the giving and its subsidiaries, provided, that Suspension Periods shall not exceed an aggregate of such written notice by the Company, and (C) 90 days in any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered360-day period. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) Company shall not be exercisable at any time if required to specify in the Company (i) (x) is not in violation written notice to the Holders the nature of its obligations the event giving rise to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementthe Suspension Period.

Demand Registration. (i) Subject to the terms and conditions of this Agreement, if at any time and from time to time after following the later of (x) the sixth month anniversary of the date that is 90 days after of this Agreement and (y) the date hereof, upon written notice to on which the Company obtains the Company Shareholder Approval, the Company receives a written request (a “Demand Notice”) delivered by one from (A) Majority Shareholders then holding a majority of the Majority Registrable Securities or more Qualified Holders requesting (B) the Minority Shareholder Representative on behalf of Minority Shareholders then holding a majority of the Minority Registrable Securities that the Company effect register Registrable Securities under the Securities Act representing the lesser of at least ten percent of the issued and outstanding Common Stock or an aggregate number of shares of Common Stock having an aggregate market value of at least $15 million (the “Registration Threshold”), then the Company shall use commercially reasonable efforts to file, as expeditiously as practicable but no later than the applicable Filing Deadline, a registration statement on an appropriate form, including a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”), an automatic shelf registration statement under the Securities Act covering all Registrable Securities so requested to be registered (a “Demand Registration”) under ); provided, that the Securities Act (other than Minority Shareholders shall not be subject to the Registration Threshold if pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by Demand Notice such Qualified Holder(s) which offering is expected Minority Shareholders propose to yield aggregate gross proceeds of register at least $25 million75% of all remaining Minority Registrable Securities. If a Shelf Registration Statement is effected pursuant to Section 2(a) and such proposed Demand Registration can be effected pursuant to the Shelf Registration Statement, the Company shall, as expeditiously as practicable after receiving a Demand Notice, file and effect an amendment of, or supplement to, the Shelf Registration Statement. If the proposed Demand Registration pursuant to a Demand Notice cannot be effected pursuant to the Shelf Registration Statement, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, cause the registration statement to be declared effective or otherwise to become effective under the Securities Act as soon as reasonably practicable but, in any event, no later than the Effectiveness Deadline, and shall use its commercially reasonable efforts to keep the registration statement continuously effective under the applicable state securities laws Securities Act until the earlier of (Ai) the date on which the Electing Shareholders (or, in the case of the Minority Shareholders, the Minority Shareholder Representative) notifies the Company in writing that the Registrable Securities included in such registration statement have been sold or the offering therefor has been terminated or (ii) 180 Business Days following the date on which such registration statement was declared effective by the SEC; provided that the period specified in clause (ii) of this sentence shall be extended automatically by one Business Day for each Business Day that the use of such registration statement or prospectus is suspended by the Company has been so requested pursuant to register by the Qualified Holder(s) in the Demand Noticeany Scheduled Black-out Period, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a2(b)(iii) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a7(f), and (ii) has otherwise complied with its obligations pursuant to this Agreement.

Demand Registration. If a Holder holds Registrable Securities that it desires to sell, and if (ibut only if), after consultation with legal counsel, the Holder determines in good faith that there is reasonable uncertainty as to whether Rule 144 of the Securities Act (or any successor rule or regulation to Rule 144) Subject or another exemption from registration is available to enable such Holder to dispose of the terms and conditions number of this AgreementRegistrable Securities it desires to sell at the time it desires to do so without registration under the Securities Act, then, at any time the option and from time upon the written request of the Holder (such written request to time after the date that is 90 days after the date hereof, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting affirm that the Company effect Holder has consulted with legal counsel regarding whether Rule 144 or another exemption from registration is available), TLP shall file with the Commission as expeditiously as possible after receiving such written request, and use reasonable best efforts to cause to become effective and remain effective for a period of not less than six months following its effective date or such shorter period as shall terminate when all Registrable Securities covered by such registration statement have been sold (the "Effectiveness Period"), a “Demand Registration”) registration statement under the Securities Act (other than pursuant to including, as provided below or as otherwise elected by TLP, a shelf registration statement on Form S-4 or Form S-8 or any similar or successor form permitted by Rule 415 under the Securities Act) of any or all registering the offering and sale of the number of Registrable Securities held specified by such Qualified Holder(s) which offering is expected the Holder ("Registration Statement"); provided, however, that TLP shall not be required to yield aggregate gross proceeds effect more than four registrations pursuant to this Section 2.01; and provided further, that TLP shall not be required to effect the registration of at least $25 million, fewer than the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt lesser of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold 200,000 Registrable Securities (eachas adjusted to account for any split or reverse split of the Common Units) or the number of Registrable Securities currently outstanding and held by all HoldersoHold. Notwithstanding anything herein to the contrary, a “Demand Eligible Holder”)no Holder will be entitled to demand that any Registrable Securities be registered pursuant to this Section 2.01(a) if such Registrable Securities were outstanding at the time of any prior registration effected by TLP pursuant to this Section 2.01. The Company shall promptly file If the appropriate Holders' demand registration rights will be permanently exhausted pursuant to this Section 2.01(a) following the then-current demand, then the Registration Statement (for the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the then-current demand shall be a shelf registration statement permitted by Rule 415 under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been if so requested to register elected by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this AgreementHolder.

Demand Registration. (i) Subject to the terms and conditions of this Agreement, at At any time and after ninety (90) days from time to time after the date that is 90 days after the date hereof, upon each Investor may make one written notice to the Company request (a “Demand Notice”"DEMAND NOTICE") delivered by one or more Qualified Holders requesting that the Company effect the for registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act"DEMAND REGISTRATION") of any all or all a portion of the Registrable Securities held by such Qualified Holder(s) which offering is expected Investor, subject to yield aggregate gross proceeds the right to reinstate a Demand Registration set forth herein; PROVIDED, HOWEVER, that the number of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt shares of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered (i) shall be greater than 1% of the shares of Common Stock outstanding and (ii) shall have a "fair market value" (determined pursuant to the next sentence) in excess of $1,000,000. For purposes of this Agreement, fair market value of the Registrable Securities shall be determined as follows: (i) if the security is listed on any established stock exchange or a national market system, including, without limitation, the National Market System of the National Association of Securities Dealers Automated Quotation System, its fair market value shall be the closing sales price or the closing bid if no sales were reported, as quoted on such system or exchange (or the largest such exchange) on the date of the Demand Notice (or if there are no sales or bids for such date, then for the last preceding business day for such sales or bids), as reported in THE WALL STREET JOURNAL or similar publication; (ii) if the security is regularly quoted by a recognized securities dealer but selling prices are not reported, its fair market value shall be the mean between the high bid and low asked prices for the security on the date of the Demand Notice (or if there are no quoted prices for such date, then for the last preceding business day on which there were quoted prices); or (iii) in the absence of an established market for the security, the fair market value shall be determined in good faith by the Qualified Holder(s) which Company's Board of Directors, with reference to the Company has been requested to register by Company's net worth, prospective earning power, dividend-paying capacity and other relevant factors, including the goodwill of the Company, the economic outlook in the Company's industry, the Company's position in the industry and its management and the values of stock of other corporations in the same or a similar line of business (all of such factors determined as of the date of the Demand Eligible Holders Notice). Both the Demand Notice and any request to have Registrable Securities included in a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and shall also specify the intended method of disposition thereof. A registration requested pursuant to this Section 2(b) will not be deemed to have been effected unless the Registration Statement relating thereto has become effective under the Securities Act; PROVIDED, HOWEVER, that if, after such Registration Statement has become effective, the offering of the Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and the demanding Investor's right to request a Demand Registration hereunder shall be reinstated. An Investor requesting a registration pursuant to this Section 2(b) may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke such request with respect to their Registrable Securities by providing a written request (the “Demand Eligible Holder Request”) given notice to the Company within five Business Days after revoking such request and the giving Investor's right to request a Demand Registration hereunder shall be reinstated. If the Investor making such demand so elects, the offering of Registrable Securities pursuant to a Demand Registration shall be in the form of an Underwritten Offering and such written notice by Investor shall have the right to designate the underwriters and the managing underwriter, subject to approval of the Company, which approval shall not be unreasonably withheld or delayed. If the managing underwriter or underwriters of such offering advise the Company and (C) any the holders of Registrable Securities in writing that in their opinion the number of shares of Registrable Securities requested to be offered included in such offering is sufficiently large to materially and adversely affect the success of such offering, the Company will include in such registration the aggregate number of Registrable Securities which in the opinion of such managing underwriter or underwriters can be sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of without any such material adverse effect and the Registrable Securities to be so registered. The Holders’ included in such registration shall be allocated, (i) FIRST to the Investor making such demand, (ii) SECOND among the holders of the Priority Securities (that have requested inclusion of the Priority Securities beneficially owned by such holders) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters, (iii) THIRD among the other holders of Registrable Securities (that have requested inclusion of their Registrable Securities in such registration), and any other holders of registration rights in respect of securities of the Company in accordance with the terms of the agreements granting such rights, pro rata (according to the Registrable Securities or other securities, as applicable, beneficially owned by such holders) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters, and (iv) FOURTH, among the Company and any other holders of registration rights in respect of securities of the Company that by their terms are subordinate to the rights of the security holders referred to in clause (ii) above in accordance with the terms of the agreements granting such rights to request the Company No Investor shall be entitled to effect a Demand Registration set forth in Notice under this Section 2(b) within 120 days after the closing date of an Underwritten Offering. No registration pursuant to a request or requests referred to in this subsection 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations deemed to file be a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this AgreementRegistration.

Demand Registration. (a) (i) Subject HEI shall have the right, on not more than four occasions in the aggregate, and no more frequently than once during any six-month period, and (ii) the Minority Stockholders as a group shall have the right (though such right need not be jointly exercised by the Minority Stockholders), on not more than two occasions in the aggregate (it being understood and agreed that two or more Minority Stockholders may make joint Demands hereunder or any Minority Stockholder may join in a Demand made by any other Minority Stockholder, and any such joint Demand or joining in of a Demand shall be deemed to the terms be a single Demand for all purposes hereof), and conditions of this Agreementno more frequently than once during any six-month period, at any time and from time to time after the date that is 90 days after the date hereof, upon written notice to require the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) to register for offer and sale under the Securities Act (other than pursuant to a registration statement on Form S-4 "Demand") all or Form S-8 or any similar or successor form under the Securities Act) of any or all a portion of the Registrable Securities held by such Qualified Holder(s) which offering is expected Stockholder, subject to yield aggregate gross proceeds of the restrictions set forth herein; PROVIDED that no Stockholder shall be entitled to make a Demand hereunder unless the Registrable Securities subject to such Demand represent at least $25 million7% of the aggregate shares of Company Common Stock then issued and outstanding. As promptly as practicable after the Company receives from a Stockholder (the "Demanding Stockholder") a notice pursuant to this Section 4.1(a) (a "Demand Notice"), a copy of which shall have also been delivered to each other Minority Stockholder at the same time as to the Company, demanding that the Company register for offer and sale under the Securities Act Registrable Securities, subject to Section 4.1(b), the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Noticei) give written notice of the receipt of such Demand Notice to use all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effectfile as promptly as reasonably practicable with the Commission a Registration Statement relating to the offer and sale of the Applicable Securities on such form as the Company may reasonably deem appropriate (PROVIDED that the Company shall not, at unless the earliest practicable dateCompany otherwise determines, be obligated to register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis) and, thereafter, (ii) after the registration filing of an initial version of the Registration Statement, use reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act and under as promptly as practicable after the applicable state securities laws date of (A) filing of such Registration Statement; PROVIDED, HOWEVER, that no Demanding Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities which unless such Demanding Stockholder has made an Election. Subject to Section 4.1(b), the Company has been so requested shall use reasonable efforts to register by the Qualified Holder(s) keep each Registration Statement continuously effective in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required order to permit the disposition (in accordance with the intended methods Prospectus forming a part thereof to be usable by such Demanding Stockholder for resales of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if for an Effectiveness Period ending on the Company earlier of (i) (x) is not in violation 30 days from the Effective Time of its obligations to file a Shelf such Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementsuch time as all of such securities have been disposed of by the selling securityholders.

Demand Registration. Until the date on which all of the Registrable Shares (ias hereinafter defined) Subject have become eligible for sale pursuant to Rule 144 promulgated under the Securities Act, subject to the terms and conditions of set forth in this Agreement, at any time of the Holders of Registrable Shares may request that the Company cause to be filed a registration statement (a "Demand Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the sale by the Holder of its Registrable Shares in accordance with the terms hereof. As used in this Agreement, the term "Registrable Shares" means the shares of common stock, par value $.01 per share (the "Shares") of the Company beneficially owned by the Holders excluding (A) Shares for which a Registration Statement relating to the sale thereof shall have become effective under the Securities Act and from time which have been disposed of under such Registration Statement, (B) Shares sold pursuant to time after Rule 144 under the date that is 90 days after Securities Act or otherwise or (C) Shares eligible for sale pursuant to Rule 144 under the date hereofSecurities Act. Upon receipt of any such request, upon the Company shall promptly give written notice of such proposed registration to all other Holders of Registrable Shares. Such Holders shall have the right, by giving written notice to the Company within fifteen (a “Demand Notice”15) delivered days after the notice referred to in the preceding sentence has been given by one or more Qualified Holders requesting that the Company effect to elect to have included in the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) Registration Statement such of any or all their Registrable Shares as such Holders may request in such notice of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 millionelection. Thereupon, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of i) will prepare such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement for filing with the Securities and Exchange Commission (the “Demand Registration Statement”"SEC") within 90 days from such request and (ii) will use its commercially reasonable best efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested cause such Registration Statement to register be declared effective by the Qualified Holder(s) in the Demand Notice, (B) SEC for all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) Shares which the Company has been requested to register by as soon as practicable thereafter. The Company agrees to use its best efforts to keep a Demand Registration Statement filed pursuant to Rule 415 continuously effective until the Demand Eligible earliest of (a) the date on which the Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) no longer hold any Registrable Securities to Shares registered under the Registration Statement, (b) the date on which the Registrable Shares may be offered and sold by the Company, in each case subject Holders pursuant to Section 2(b)(ii), all to Rule 144 promulgated under the extent required to permit Securities Act or (c) the disposition date which is twelve (in accordance with 12) months from the intended methods effective date of disposition) of the Registrable Securities to be so registeredsuch Demand Registration Statement. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) Company shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations required to file and effect a Shelf new Demand Registration Statement pursuant to this Section 2(al(a) or until a period of twelve (y12) months has elapsed from the effective date of the registration statement with respect to Registrable Shares covered by a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementprior registration request.

Demand Registration. (i) Subject to If the terms and conditions Holder shall make a demand of this Agreement, U-Ship in writing at any time after the first anniversary of the Closing Date that he desires U-Ship to register all or any portion of his Registrable Securities for resale, U-Ship shall use reasonable efforts to prepare and file one registration statement on Form S-3 (the "Registration Statement") under the Act covering the resale by such Holder of its Registrable Securities pursuant to Rule 415 under the Act from time to time after in transactions not involving any underwritten public offering and use reasonable efforts (i) to cause such Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and (ii) to keep the Registration Statement continuously effective until the earliest of (x) the date that is 90 days after the date hereof, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) on which such Holder no longer holds any Registrable Securities registered under the Securities Registration Statement or (y) the third anniversary of the Closing Date, or such lesser time as may be permitted under Rule 144 under the Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Actrule thereto) of to enable Holder to sell any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected under the Act. U-Ship shall not be required to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days cause a Registration Statement requested pursuant to this Section 6.2 to become effective prior to 180 days following the Company’s receipt effective date of a registration statement for a publicly underwritten offering of U-Ship Common Stock initiated by U-Ship if any managing underwriter named in such registration statement for the publicly underwritten offering has advised U-Ship in writing that the registration or sale of additional securities by stockholders (including its officer and directors) of U-Ship within such 90-day period would have a material adverse effect on the likelihood of success of such Demand Notice) give written notice underwritten offering; provided, however, that U-Ship shall use its best efforts to achieve such effectiveness promptly following such 180-day period if the request pursuant to this Section 6.2 has been made prior to the expiration of such 180-day period. Notwithstanding the foregoing, U-Ship shall not be obligated to register the Registrable Securities if the same may at the time of, or within 30 days following the receipt of such Demand Notice to all other Holders thatdemand, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”)be sold under 144 under the Act. The Company shall promptly file U-Ship may postpone the appropriate filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if U-Ship has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and U-Ship determines reasonably and in good faith that such disclosure would have a material adverse effect on U-Ship; provided, however, that U-Ship shall (the “Demand Registration Statement”A) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) may so postpone such filing only if all other Registrable Securities persons who are named as selling securityholders under then effective registration statements filed by U-Ship with the Commission and all directors of U-Ship are advised of the same class fact that a material transaction or series as those requested other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Act and the Exchange Act. The disclosure to be registered by any Holder of any material transaction, or of the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given existence thereof, pursuant to the Company within five Business Days after preceding sentence shall be held in confidence by Holder until U-Ship or a third party not under the giving control of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request Holder has made a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementpublic disclosure thereof.

Demand Registration. (ia) Subject to the terms and conditions of this Agreement, at At any time and from time to time after the date that is 90 days after the date hereof, upon receipt of a written notice to the Company request (a “"Demand Notice”") delivered by one or more Qualified Holders from a Holder (the "Initial Demanding Holder") requesting that the Company Issuers effect the a registration (a “"Demand Registration”") under the Securities Act (other than pursuant to a registration statement on Form S-4 covering all or Form S-8 or any similar or successor form under part of the Securities Actwhich request specifies the intended method or methods of disposition thereof, and subject to Section 2(c) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 millionhereof, the Company Issuers shall as promptly (but as reasonably practicable notify all Holders of record in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice writing of the receipt of such Demand Notice and each such Holder may elect (by written notice sent to the Issuers within 10 Business Days from the date of such Holder's receipt of the aforementioned Issuers' notice) to have all other Holders thator part of such Holder's Securities included in such registration thereof pursuant to this Section 2(a), and such Holder shall specify in such notice the number of Securities that such Holder elects to include in such registration. Thereupon, the Issuers shall, as promptly as reasonably practicable and in any event on or prior to the date that is 45 days after the date of receipt of a Demand Notice, file with the Commission and thereafter use its knowledge, hold Registrable Securities (eachreasonable best efforts to cause to be declared and remain effective on the terms described herein, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement registration statement (the “a "Demand Registration Statement”") and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration on an appropriate form under the Securities Act relating to the offer and under sale of the applicable state securities laws of (A) the Registrable Securities which the Company has Issuers have been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible such Holders by written request (the “"Participating Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(iiHolders"), all to the extent required to permit the disposition (in accordance with the intended method or methods of dispositionthereof) of the Registrable Securities so registered; provided, however, that the aggregate value of the Securities requested to be so registeredregistered be at least $17,500,000; and provided, further, that the Issuers shall be deemed not to have used their reasonable best efforts to keep the Demand Registration Statement effective during the requisite period if they voluntarily take any action that would result in a Participating Demand Holder not being able to offer and sell the Securities covered thereby during that period, unless such action is required by applicable law. The Holders’ rights Issuers will use their reasonable best efforts to request a keep the Demand Registration set forth Statement continuously effective through the maturity date of the Securities or such shorter period when all of the Securities registered thereunder have been disposed pursuant thereto in this Section 2(b) shall not order to permit the prospectus included therein to be exercisable at any time if lawfully delivered by the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this AgreementParticipating Demand Holders.

Demand Registration. (ia)After receipt of a written request from the Investor (or any other Holder) Subject to the terms and conditions of this Agreement, at any time and from time to time after the date that is 90 days after the date hereof, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the a registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 covering all or Form S-8 or any similar or successor form under the Securities Act) of any or all part of the Registrable Securities held by the Investor (or such Qualified Holder(sother Holder) which offering is expected to yield aggregate gross proceeds specifies the intended method or methods of at least $25 milliondisposition thereof, the Company shall promptly (but notify all Holders in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice writing of the receipt of such Demand Notice request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder’s receipt of the aforementioned notice from the Company) to have all other Holders that, to its knowledge, hold 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 the Company shall, as expeditiously as is reasonably possible, but in any event no later than (eachi) 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 Registration 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 SEC and use its reasonable efforts to cause to be declared effective, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement registration statement (the a “Demand Registration Statement”) and use its commercially reasonable efforts relating to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws all shares of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the such Holders (“Participating Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder RequestHolders”) given to the Company within five Business Days after the giving of such written notice by the Companyfor sale, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended method or methods of dispositionthereof, as aforesaid) of the Registrable Securities so registered, provided, however, that the aggregate value of the Registrable Securities requested to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company registered (i) (x) is not in violation be at least US$25 million, based on the closing trading price of its obligations the Equity Shares on the date the demand to file a Shelf such Demand Registration Statement pursuant to Section 2(a) is made or (yii) has a currently effective Shelf Registration Statement covering include all Registrable Securities in accordance with Section 2(a), and of the Investor (iior other Holder) has otherwise complied with its obligations pursuant to this Agreementrequesting the Demand Registration which remain outstanding at such time.

Demand Registration. (i) Subject At any time commencing one (1) year and expiring five (5) years after the effective date of the Company's Registration Statement relating to the terms Initial Public Offering (the "Effective Date"), the Holders of a majority (as hereinafter defined) of the shares of Common Stock purchased and conditions purchasable upon exercise of this Agreementthe Underwriter's Warrants and the Warrants purchasable therewith shall have the right, at any time and from time to time after the date that is 90 days after the date hereof, upon exercisable by written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that Company, to have the Company effect the registration (a “Demand Registration”) under prepare and file with the Securities Act and Exchange Commission (the "Commission"), solely on one (1) occasion, a registration statement on Form F-1 (or other than appropriate form), and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Holders, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale for a period of nine (9) months of the shares of Common Stock and Warrants purchased or purchasable by such Holders and any other Holders of the Underwriter's Warrants upon exercise of the Underwriter's Warrants and the Warrants purchasable therewith (such shares of Common Stock and Warrants being hereinafter referred to as the "Registrable Securities"). The Holders of the Underwriter's Warrants may demand registration without exercising the Underwriter's Warrants, and are never required to exercise same. The Company covenants and agrees to give written notice of any registration request under this Section 7(a) to all other registered Holders of the Underwriter's Warrants and the Registrable Securities within ten (10) days from the date of the receipt of any such registration request and upon the written request of any Holder within fifteen (15) days after receipt of such notice to include in such registration statement the Registrable Securities of such Holder. As used herein, the term "Majority" in reference to the Holders of the Underwriter's Warrants shall mean in excess of fifty percent (50%) of the shares of Common Stock issued or issuable upon exercise of the Underwriter's Warrants and the Warrants purchasable therewith that (i) are not held by the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to the public pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form filed with the Commission under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement.

Demand Registration. If at anytime after December 31, 2010 (ia) Subject there is no effective Registration Statement with respect to Registrable Shares and (b) not all of the terms and conditions outstanding Registrable Shares may be sold without registration pursuant to Rule 144 under the 1933 Act, then Holders that (A) as of the date of this Agreement, Agreement (directly or with their affiliates) held Registrable Shares representing more than 50% of the Registrable Shares then outstanding and (B) at any the time and from time of the written demand hold a number of shares of Common Stock that is equal to time after at least the Floor Amount (as such term is hereinafter defined) as of the date that is 90 days after the date hereofof such written demand (individually, upon written notice to the Company (a “Demand NoticeDemanding Holder” and collectively, the “Demanding Holders”) delivered by one or more Qualified Holders requesting that the Company effect the ), may make a written demand for registration (a “Demand Registration”) under ” and the Securities Act (other than registration statement to be filed pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders thatRegistration, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) under the 1933 Act of the sale of all or part of its Registrable Shares. Any request for a Demand Registration shall specify the number of shares (or other amount) of Registrable Shares proposed to be sold and the intended method(s) of distribution thereof (such written demand, the “Demand Notice”). The Company will notify the Holders other than the Demanding Holder of the Demand Registration (each such Holder including Shares of its Registrable Shares in such registration, a “Participating Holder”) as soon as practicable, and each such other Holder who wishes to include all or a portion of its Registrable Shares of the type that are the subject of the Demand Registration Statement proposed to be filed in such Demand Registration Statement shall so notify the Company within fifteen (15) days after receipt of such notice (the “Demanding Holders’ Deadline”). The Company shall use its commercially reasonable best efforts to effect, at file such Demand Registration Statement within forty five (45) days (the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A“Required Filing Date”) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in after receiving the Demand Notice, and use its best efforts to respond to any comments to the Demand Registration Statement, received from the Commission, not later than thirty (30) days after receipt of such comments (the “Required Response Date”). The Company shall not be obligated to effect more than two (2) Demand Registrations under this Section 10(a) in respect of Registrable Shares. “Floor Amount” means 5% of the outstanding shares of Common Stock, provided that the Floor Amount shall be calculated by dividing (x) the sum of the number of outstanding shares held by the Demanding Holders and all shares issuable to such Demanding Holders upon exercise or conversion of other securities of the Company held by the Demanding Holders by (y) the number of shares outstanding; provided, that, the number of shares outstanding referenced in the foregoing clause (y) shall not include any shares (A) issued under employee benefit or compensation arrangements approved by the Board of Directors, (B) issued to all other Registrable Securities shareholders of the same class Company as dividends or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Companyin connection with stock splits or similar transactions, and (C) any Registrable Securities issued to be offered and sold by persons unaffiliated with the Company as consideration for the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods ’s acquisition of disposition) assets or securities of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) such persons or (yD) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a)issuable upon conversion or exercise of any options, and (ii) has otherwise complied with its obligations pursuant to this Agreementwarrants, or other exchangeable securities.

Demand Registration. (ia) Subject to the terms Section 2.03(c) and conditions of this AgreementSection 3.05, at any time and from time to time after the date Closing Date, in the event that is 90 days after any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, any Holder that holds at least seven and one-half percent (7.5%) of the date hereofRegistrable Securities (such Holder, upon written notice to the Company (as applicable, a “Demand NoticeDemanding Holder”), may make a written demand for Registration for all or part of such Registrable Securities on a Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) delivered by one or more Qualified Holders requesting that the Company effect the registration of distribution thereof (such written demand a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million). The Company shall, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such a Demand Notice) give written notice of the receipt of such Demand Notice to Registration, notify, in writing, all other Holders that, to its knowledge, hold of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (eacheach such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Eligible Requesting Holder”)) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. The For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.02, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to Section 2.03(b) below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effectfile a Shelf as soon thereafter as practicable, at but not more than thirty (30) days following the earliest practicable dateCompany’s receipt of the Demand Registration, the registration under the Securities Act and under the applicable state securities laws for Registration of (A) the all Registrable Securities which the Company has been so requested to register by the Qualified Holder(sDemanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect (i) more than two (2) Registrations pursuant to a Demand Registration initiated by the ENNV Holders (other than GSAM), (ii) more than two (2) Registrations pursuant to a Demand Registration initiated by GSAM, (iii) more than two (2) Registrations pursuant to a Demand Registration initiated by the Legacy Fast Radius Holders or (iv) more than four (4) Registrations pursuant to a Demand Registration in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Companyaggregate, in each case subject to Section 2(b)(ii)case, all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request any 12-month period; provided, however, that a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file counted for such purposes unless a Shelf Registration Statement pursuant to Section 2(a) or (y) that may be available at such time has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementbecome effective.

Demand Registration. (i) Subject to From and after the terms and conditions earlier of this Agreement, at any time and from time to time after the date that is 90 days one calendar year after the date hereof, upon after receipt of a written notice to request from the Company (a “Demand Notice”) delivered by one or more Qualified Holders owning 50% of the Registrable Securities of each class requesting that the Company effect the registration of all or a portion of the Registrable Securities and specifying the intended method or methods of disposition thereof (a “Demand Registration”) "Holder Notice"), the Company shall, as expeditiously as is possible, use its reasonable commercial efforts to effect the registration for sale under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all shares of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii)Holders, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of dispositionsuch Registrable Securities so registered; PROVIDED, HOWEVER, that the Company shall not be required to effect more than one (1) registration of any Registrable Securities pursuant to this Section 2(a) except as otherwise expressly provided herein. If the managing underwriter of a proposed public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be so registered. The Holders’ rights included in the registration concurrently with the securities being registered by the Company or such other registering security holders would materially and adversely affect the distribution of such securities by the Company or such registering security holders, then the Company may require all selling security holders (other than the Company) to request reduce the amount of securities each intended to distribute through such offering on a Demand Registration set forth in pro rata basis; PROVIDED, HOWEVER, that if the Company requires such reduction, and if Holders requesting such registration pursuant to this Section 2(b2(a) are unable to include in such registration Registable Securities that they requested be included in such registration in the related Holder Notice that constitute Substantial Market Value Securities, due to such pro rata reduction (the Registrable Securities that such Holder so requested to be included in such registration that were not included in such registration due to such pro rata reduction being referred to herein as the "Reduction Shares", and the registration in which such reduction occurred being referred to herein as a "Failed Registration"), then subject to the other provisions hereof applicable to a demand registration the Holders of the Reduction Shares shall have the right, exercisable commencing on the day that is two calendar months after the termination of the Registration Period relating to the Failed Registration by written notice sent to the Company by Holders of 50% of the Reduction Shares (a "Repurchase/Register Notice"), to require the Company to elect (at the Company's option) to either register the Reduction Shares otherwise pursuant to this Section 2(a) or, if the foregoing offer to sell or resulting sale is then lawful, to repurchase the Reduction Shares at the higher of (i) the price per share for which Registrable Securities were actually sold in the Failed Registration, or (ii) the Market Price on the date the Repurchase/Register Notice is sent to the Company in compliance with this Agreement; PROVIDED, HOWEVER, that the Holders shall not be exercisable at deemed hereby or thereby to have made any time if offer to sell to the Company (i) (x) is that does not in violation comply with applicable law and the Company shall not be entitled or deemed to be entitled to repurchase such Reduction Shares or to be offered the right to or solicit the right to repurchase such Reduction Shares or deemed to have bid for such Reduction Shares hereby or thereby if such repurchase, offer, or bid would violate any applicable securities law; and PROVIDED FURTHER, HOWEVER, that any such repurchase shall occur at such time within three calendar months after the date that the Company receives the related Repurchase/Register Notice subject to the other provisions of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with this Section 2(a), and otherwise at such time and place as the Company may determine, and each of the parties hereto agrees to execute and deliver such agreements, instruments, and other documents, and to take such other actions, as may be necessary or desirable to effect any such repurchase in compliance with all applicable laws. The Company shall respond to such Repurchase/Register Notice by written notice to the Purchaser within 30 business days after its receipt of the Repurchase/Register Notice (ii) an "Election Notice"), which Election Notice shall set forth whether the Company desires to so register such Reduction Shares or to repurchase such Reduction Shares; PROVIDED, HOWEVER, that the Company shall be deemed to have elected to register such Reduction Shares if it does not give such notice within such 30 business day period. If the Company so elects to repurchase such Reduction Shares, and if the Market Price requires an agreement of the Company and such holders as to the fair market value of such Reduction Shares, the consummation of such repurchase shall not be required to be consummated until as soon as practicable after such fair market value has otherwise complied with its obligations pursuant to this Agreementbeen determined as set forth in the definition of Market Price set forth herein.

Demand Registration. (i) Subject Commencing on or after the date which shall be twelve (12) months after the date on which the Commission declares the Company's registration statement covering the shares offered in the eXodus IPO to be effective (the "DEMAND REGISTRATION RIGHTS COMMENCEMENT DATE"), a majority in interest of the Holders, as determined by reference to their respective proportions of the aggregate number of Registrable Securities issued to such Holders pursuant to the terms and conditions of this Agreementthe Subscription Agreements and still held of record by such Holders at the time of any such determination (hereinafter, at any time a "MAJORITY IN INTEREST"), may request on one and from time to time after the date that is 90 days after the date hereof, upon written notice to the Company ONLY one occasion (a “Demand Notice”except as hereinafter set forth) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to file a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, on a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given statement form then available to the Company within five Business Days after and the giving Holders for such purpose, for the sale by the Holders of not less than $500,000 in value (based upon the closing price (or, if the closing price is so reported on the principal market for such written notice securities, the closing bid price) of a share of the eXodus Common Stock as reported on the principal market for such securities on the date on which such demand is received by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities issued to such Holders pursuant to such Subscription Agreements and still held of record by such Holders as of such date. Each request for such a registration (hereinafter referred to as a "DEMAND REGISTRATION") shall specify the approximate number of shares of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders, and the other Holders may request in writing received by the Company within five (5) days thereafter that Registrable Securities issued to such other Holders pursuant to the Subscription Agreements and still held of record by such other Holders be included in the Demand Registration, such request to specify the approximate number of shares of Registrable Securities requested to be so registered. The Subject to the approval of the holders of a Majority in Interest of the Holders’ rights , which consent shall not be unreasonably withheld, the Company may select the investment banker(s) and manager(s) to request administer the offering. In the event that the Company attempts to cause a Demand Registration set forth to become effective after a demand is made pursuant to this SECTION 2(B), but such Demand Registration is not declared effective pursuant to the rules and regulations of the Commission within six (6) months after the demand therefor is received by the Company (other than due to the failure of any Holder seeking to have such Holder's shares included in such registration to perform such Holder's obligations), then unless and until said Demand Registration so becomes effective, the Holders shall still be deemed to have the right hereunder to request one (1) Demand Registration pursuant to this SECTION 2(B). Notwithstanding anything to the contrary in this Section 2(bAgreement, the Holders may not require any Demand Registration within six (6) months of any opportunity to participate in any Incidental Registration to the extent of Registrable Securities having a value of at least $250,000 (PROVIDED that Registrable Securities not included in any Incidental Registration due to an underwriter determination in accordance with SECTION 2(A)(II) of this Agreement shall not be exercisable at any time if counted as part of the Company (i) (x) is not total of $250,000 in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(aSecurities), and measured (iiin the same fashion as above in this SECTION 2(B)(I)) has otherwise complied with its obligations pursuant to this Agreementas of the date of request by any Holder for inclusion in such Incidental Registration.

Demand Registration. (i) Subject Commencing on the second anniversary of the Issue Date, in addition to any other rights of the terms and conditions of this Agreement, at any time and from time to time after the date that is 90 days after the date hereofHolders, upon written notice request by the Holders of at least 50% of the Registrable Securities then outstanding (the "DEMANDING HOLDERS") to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds and specifying the intended method of at least $25 milliondisposition thereof, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice amount of the receipt of Registrable Securities proposed to be sold and the jurisdiction (if known) in which registration is desired (a "DEMAND REGISTRATION"), such Demand Notice demand to be given on not more than one (1) occasion, then the Company will (i) promptly notify all other Holders that, to its knowledge, hold of Registrable Securities of each request and (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”ii) and use its commercially reasonable best efforts to effect, at the earliest practicable date, effect the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by such Holders for disposition, in accordance with the Qualified Holder(sintended method of disposition stated in such request, within ninety (90) days of the request therefor. All Holders who are not Demanding Holders shall be entitled to participate in such offering in accordance with the terms hereof if they so notify the Company of their desire to do so, specifying the amount of Registrable Securities they wish to include, within 15 days of receipt of notice from the Company. If any registration statement relating to any such registration is not declared effective, such registration shall not count towards the limit set forth in this paragraph. The Demanding Holders shall have the right to designate the managing underwriters for any underwritten offering pursuant to a Demand Registration, which underwriters shall be reasonably acceptable to the Company. The Company shall be entitled to include in any Demand Registration authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury stock and shares of Common Stock held by other shareholders. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering determine in good faith that the total amount of Registrable Securities and shares of Common Stock requested to be included in such offering would adversely affect the success of such offering, then the number of shares of Common Stock to be offered for the account of the Demanding Holders and any other selling shareholder and the number of shares of Common Stock to be offered by the Company to the public shall each be reduced, to the extent necessary to reduce the total amount of shares to be included in such offering to the amount recommended by such managing underwriter or underwriters, in the Demand Noticefollowing order of priority: first, (B) all the shares of Common Stock proposed to be registered by any other selling shareholders or Holders; second, the shares of Common Stock proposed to be registered by the Company; and third, the shares of Registrable Securities proposed to be registered by the Demanding Holders. If any of such categories is to be reduced and consists of more than one shareholder, the part of the total reduction to that category of shares imposed on each shareholder in that category shall be in the same class or series as those proportion that the total number of shares of Common Stock held (including shares issuable upon conversion of convertible debentures) by such shareholder bears to the total number of shares of Common Stock held (including shares issuable upon conversion of convertible debentures) by all shareholders in that category who sought to have shares registered. If less than 50% of the shares requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Demanding Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of in such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration are included in such Demand Registration as a result of any reduction set forth in this Section 2(b) paragraph, such Demand Registration shall not be exercisable at any time if count towards the limit set forth in the preceding paragraph. Notwithstanding the foregoing, the Company (i) (x) is not in violation shall have the right to delay any registration of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations requested pursuant to this AgreementSection 2 for up to one hundred twenty (120) days if such registration would, in the reasonable good faith judgment of the Company's Board of Directors, substantially interfere with any material transaction being considered at the time of receipt of the request.

Demand Registration. (i) Subject to the terms and conditions Upon receipt of this Agreement, at any time and from time to time after the date that is 90 days after the date hereof, upon written notice to from the Majority Holders (which right may be exercised only once) (the “Notice Date”), the Company (shall not later than the Filing Date, prepare and file with the Commission a “Demand Notice”) delivered shelf” Registration Statement for the resale of all or such maximum portion of the Registrable Securities as permitted by one or more Qualified Holders requesting SEC Guidance (provided that the Company effect shall use diligent efforts to advocate with the Commission for the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities in accordance with the SEC Guidance) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the Company on another form appropriate for such registration in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act not later than ninety (90) days after the Filing Date (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) with respect to such Holder, such time as all Registrable Securities held by such Qualified Holder(sHolder may be sold without any restriction pursuant to Rule 144(b)(1) which offering is expected as determined by the counsel to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any eventpursuant to a written opinion letter, not later than five Business Days following addressed to the Company’s receipt of transfer agent to such Demand Notice) give written notice of effect (the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible HolderEffectiveness Period”). The Company shall promptly file the appropriate telephonically request effectiveness of a Registration Statement (as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the “Demand Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement”) . The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Holders of such Registrable Securities as “Selling Stockholders” and use its commercially reasonable efforts includes such other information as is required to effectbe disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, at unless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). Such Registration Statement also shall cover, to the earliest practicable date, the registration extent allowable under the Securities Act and under the applicable state securities laws Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of (A) additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities which Securities. Notwithstanding the Company has been so requested to register by foregoing or any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the Qualified Holder(s) in the Demand Notice, (B) all other number of Registrable Securities of the same class or series as those requested permitted to be registered by the Qualified Holder(s) which on a particular Registration Statement (and notwithstanding that the Company has been requested used diligent efforts to register advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving number of such written notice by the Company, and (C) any Registrable Securities to be offered and sold registered on such Registration Statement will first be reduced by the CompanyRegistrable Securities represented by Warrant Shares (applied, in each the case subject to Section 2(b)(ii)that some Warrant Shares may be registered, all to the extent required to permit Holders on a pro rata basis based on the disposition (in accordance with the intended methods total number of disposition) of the Registrable Securities to be so registered. The unregistered Warrant Shares held by such Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement.

Demand Registration. If on any date during the Registration Period (ias defined below) Subject (such date referred to herein as the terms and conditions of this Agreement"Demand Request Date"), at any time and from time to time after the date that is 90 days after the date hereof, upon written notice to the Company receives a written request (a “Demand Notice”which may be by email) delivered by from one or more Qualified Investors comprising the Required Holders requesting that the Company effect file a Registration Statement to register the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all resale of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 millionSecurities, the Company shall promptly (i) within two (2) Business Days after the Demand Request Date, give written notice thereof (the "Demand Notice") to all Investors other than the Required Holders who submitted the Demand Notice; and (ii) prepare and, as soon as practicable, but in any event, not no event later than the Demand Filing Deadline, file with the SEC the Registration Statement on Form S-3 covering the resale of at least the number of shares of Common Stock equal to the Required Registration Amount determined as of the date the Registration Statement is initially filed with the SEC. Upon receipt of a Demand Notice, any Investor that has not already notified the Company that it wishes to have its Registrable Securities included in the Registration Statement may notify the Company in writing within five (5) Business Days following the Company’s of receipt of such Demand Notice) give written notice , and the Company shall treat each such Investor as if such Investor were part of the receipt Required Holders requesting the filing of the Registration Statement. In the event that Form S-3 is unavailable for such Demand Notice a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to all other Holders thatthe Required Holders, subject to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”the provisions of Section 2(f). The Registration Statement shall contain (except if otherwise directed by the Required Holders) the "Plan of Distribution" and "Selling Stockholders" sections in substantially the form attached hereto as Exhibit B. The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effecthave the Registration Statement declared effective by the SEC as soon as practicable, at but in no event later than the earliest practicable dateDemand Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Demand Effective Date, the registration under Company shall file with the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (SEC in accordance with Rule 424 under the intended methods of disposition) of 1933 Act the Registrable Securities final prospectus to be so registered. The Holders’ rights to request a Demand Registration set forth used in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement connection with sales pursuant to Section 2(a) or (y) has a currently effective Shelf such Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this AgreementStatement.

Demand Registration. On four occasions after the date the Companies' obligation to keep the Resale Shelf Registration Statement effective pursuant to paragraph 1(b) hereof terminates until the earlier of (i) Subject the fourth anniversary of such date and (ii) the date on which all of the Registrable Shares are eligible for resale without restriction or limitation under Rule 144, and subject to the terms and conditions of set forth in this Agreement, at any time and from time to time after including, without limitation, the date that is 90 days after the date hereofconditions set forth in this paragraph 1(c), upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that will have the Company effect right, by written notice delivered to the registration Companies (a “"Demand Registration”) Notice"), to require the Companies to register Registrable Shares under and in accordance with the provisions of the Securities Act (other than a "Demand Registration"); provided, however, that: (i) no such Demand Registration may be required unless the Holder or Holders requesting such Demand Registration provide to the Companies a certificate (the "Authorizing Certificate") that is signed by Holders seeking to include in such Demand Registration Registrable Shares constituting at least 25% of the then outstanding Registrable Shares as of the date the Demand Notice is given and (ii) no Demand Notice may be given prior to nine months after the effective date of any immediately preceding Demand Registration. The Authorizing Certificate shall set forth (A) the name of each Holder signing such Authorizing Certificate, (B) the number of Registrable Shares held by each such Holder, and, if different, the number of Registrable Shares such Holder has elected to have registered, (C) a certification from each such Holder that it is requesting the registration of only those Paired Shares received by such Holder pursuant to redemption of Redeemable Securities received pursuant to the Contribution Agreements and (D) the intended methods of disposition of the Registrable Shares. Notwithstanding the foregoing, a good faith decision by a Holder to withdraw Registrable Shares from registration will not affect the Companies' obligations hereunder even if the amount remaining to be registered constitutes less than 25% of the then outstanding Registrable Shares, provided that such a registration nevertheless will constitute a Demand Registration under this Section 1. The Companies shall use reasonable efforts to cause to be filed a registration statement on Form S-4 or Form S-8 or ("Demand Registration Statement") relating to any similar or successor form under Demand Registration as soon as practicable after the Securities Act) Demand Notice is received and will use reasonable efforts to cause the same to be declared effective by the SEC as soon as practicable thereafter. The Companies agree to use reasonable efforts to keep the registration statement in respect of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds Demand Registration continuously effective for a period of at least $25 million90 days; provided, however, that, without limiting the Company effect of Sections 7, 8 or 8A hereof, after such Registration Statement has become effective, if the offering of Registrable Shares pursuant to such Registration Statement is or becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental or administrative agency or court that prevents, restrains or otherwise limits the sale of Registrable Shares under such Registration Statement, other than by reason of some act or omission by any Holder participating in such registration, and such Registration Statement does not become effective within a reasonable period of time thereafter, such period not to exceed 60 days from the date of such stop order, injunction or other governmental order or requirement, then the applicable time period for which the Companies are required to keep such Registration Statement effective shall promptly (but in any eventbe increased by the amount of time by which such stop order, not later than five Business Days following injunction or other governmental order or requirement has prevented, restrained or otherwise limited the Company’s sales of Registrable Shares. Within ten business days after receipt of such Demand Notice) give , the Companies will serve written notice of thereof (the receipt of such Demand Notice "Notice") to all other Holders thatand will, subject to its knowledgethe provisions hereinbelow, hold include in such registration all Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file Shares with respect to which the appropriate Registration Statement (Companies receive written requests for inclusion therein within ten business days after the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at receipt of the earliest practicable date, the registration under the Securities Act and under Notice by the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this AgreementHolder.

Demand Registration. Further, on a one-time basis only, during the period commencing on the date of this Warrant and ending five (i5) Subject years after the date of this Warrant, provided that the Corporation then is eligible to use a Registration Statement on Form S-3 or any equivalent form of short-form registration statement for the registration of the sale of the Warrant Shares pursuant to the terms 1933 Act, upon request by the Holder or Holders, the Corporation will promptly take all necessary steps to register under the 1933 Act on Form S-3 or equivalent form of short-form registration statement and conditions under the securities laws of such states as the holders may reasonably request, such number of Warrant Shares issued and to be issued upon exercise of the Warrants requested by such Holders in their request to the Corporation. After a demand for registration has been made by a Holder or Holders of the requisite number of Warrants or Warrant Shares, the Corporation will give written notice of the demand registration to all Holders of Warrants or Warrant Shares and, on the written request of any such Holder given within twenty (20) calendar days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder), the Corporation will cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such demand registration statement. Notwithstanding anything in this AgreementWarrant to the contrary, at the Corporation shall not be obligated to register the Warrant Shares under this Section 9(b) unless Holders who hold more than fifty percent (50%) of the total number of Warrants issued as part of the Series of Warrants and of any time shares acquired upon exercise of such Warrants request such registration. With respect to a demand registration statement pursuant to this Section 9(b), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders' shares, and the Corporation shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Corporation, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Corporation shall keep effective and maintain any registration, qualification, notification, or approval specified in this Section 9(b) for such period as may be reasonably necessary for such Holder or Holders of such Warrant Shares to dispose thereof and from time to time after shall amend or supplement the date that is 90 days after the date hereof, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but prospectus used in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all connection therewith to the extent required necessary in order to permit comply with applicable law. The Corporation need not maintain the disposition (in accordance with effectiveness of any such registration, qualification, notification or approval, whether or not at the intended methods of disposition) request of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b, more than six (6) shall not be exercisable at any time if months following the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementdate thereof.

Demand Registration. 2.1 At any time following the third anniversary of the Closing (the "Demand Period"), TIC and each of S, Alliance and Macronix, may request in writing that all or part of their Registrable Securities be registered under the Securities Act and/or listed so as to be eligible for public trading on any securities exchange on which the Ordinary Shares are otherwise traded (a "Demand"); provided, however, the initiation of such a Demand may not be made by a Holder that holds under 1,500,000 Ordinary Shares, unless such holder has yet to exercise a Demand and jointly initiates a Demand with at least one (1) other Holder that has yet to exercise a Demand provided that (i) Subject to the terms Holders included in such joint initiation have aggregate holdings of at least 1,500,000 Ordinary Shares, and conditions (ii) all the Holders included in such joint initiation hold under 1,500,000 Ordinary Shares on an individual basis as the result of this Agreementthe sale of Ordinary Shares. In addition, at any time and from time during the Demand Period, members of the Purchaser Group holding a majority of the Purchaser Group Registrable Securities may jointly initiate an additional Demand. Notwithstanding the foregoing, in the event that, pursuant to time Section 5.3 of the Additional Purchase Obligation Agreement, a member of the Purchaser Group that holds at least 800,000 Ordinary Shares does not exercise any of its Additional Purchase Obligations, the right of such member of the Purchaser Group to initiate a Demand shall be accelerated to the tenth day after the date that is 90 days after upon which the date hereof, upon written notice event giving rise to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) right of any or all such member of the Registrable Securities held by such Qualified Holder(s) which offering is expected Purchaser Group not to yield aggregate gross proceeds exercise the Additional Purchase Obligation occurs. Upon receipt of at least $25 milliona Demand of a member or members of the Purchaser Group, the Company shall will promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to TIC and to all other Holders that, to its knowledge, hold members of the Purchaser Group and the Company shall effect the registration of all Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the for which registration under the Securities Act and under the applicable state securities laws of (A) the has been requested including Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by TIC or members of the Demand Eligible Holders Purchaser Group by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days 30 days after the giving of such written notice by the Company. The Company shall use its best efforts to have a Demand become effective by the 60th day after a member of the Purchaser Group makes such Demand and, and (C) any shall keep such Demand effective until the distribution of such Registrable Securities registered pursuant thereto is complete, if underwritten, or, otherwise, for 180 days. Upon receipt of a Demand of TIC, the Company will promptly give written notice of such Demand to be offered all members of the Purchaser Group and sold the Company shall effect the registration of all Registrable Securities for which registration has been requested including Registrable Securities which the Company has been requested to register by members of the Purchaser Group by written request given to the Company within 30 days after the giving of such written notice by the Company. The Company shall use its best efforts to have a Demand become effective by the 60th day after TIC makes such Demand and, in each case subject to Section 2(b)(ii), all to shall keep such Demand effective until the extent required to permit the disposition (in accordance with the intended methods distribution of disposition) of the such Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time registered pursuant thereto is complete, if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a)underwritten, and (ii) has otherwise complied with its obligations pursuant to this Agreementor, otherwise, for 180 days.

Demand Registration. (i) Subject to the terms and conditions of this Agreement, at At any time and from time to time after time, any Holder shall have the date that is 90 days after the date hereofoption and right, upon exercisable by delivering a written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that ), to require the Company effect to, pursuant to the registration terms of and subject to the limitations contained in this Agreement, register under the Securities Act all or a portion of its Registrable Securities and to prepare and file with the Commission a Registration Statement, which shall include a Long-Form Registration Statement or a Short-Form Registration Statement, registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice (a “Demand Registration”) under ); provided that the Company shall not be obligated to effect more than three Demand Registrations within any 12-month period if three Demand Registrations have been declared and ordered effective during such 12-month period and the Holders of Registrable Securities Act (other than pursuant are able to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all register and sell at least 90% of the Registrable Securities held by requested to be included in such Qualified Holder(s) which offering registrations. For the avoidance of doubt, a Requested Underwritten Offering shall not be subject to the limitation on the number of Demand Registrations in the immediately preceding sentence. The Demand Notice must include such information regarding the Holder, the approximate number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration and the intended methods of disposition thereof as shall be required to effect the registration of the sale of the Holder’s Registrable Securities. In the event that the Company files a Form S-1 pursuant to any Demand Registration, the Company shall use commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as reasonably practicable after the Company is expected eligible to yield use Form S-3. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Registrable Securities of the Holders and their respective Affiliates to be included therein have an aggregate gross proceeds value, based on the VWAP as of the date of the Demand Notice, of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement 20.0 million (the “Demand Registration StatementMinimum Amount”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement.

Demand Registration. (i) Subject If, following the Restricted Period, Parent shall receive a written request from Requesting Investors requesting that Parent effect the Registration of all or any portion of such Requesting Investors’ Registrable Securities, and specifying the intended method of disposition thereof, then, subject to the terms and conditions provisions of paragraph (c) of this AgreementSection 5, at Parent shall promptly give notice of such requested Registration (such request and, together with any time and from time request pursuant to time after the date that is 90 days after the date hereofSection 5(a)(ii), upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”), at least fifteen (15) under Business Days prior to the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all anticipated filing date of the Registration Statement relating to such Demand Registration, to the other Investors holding Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company and thereupon shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable best efforts to effect, at the earliest practicable dateas expeditiously as possible, the registration under the Securities Act and under the applicable state securities laws Registration of (A) the all Registrable Securities for which the Company has been so Requesting Investors have requested to register by the Qualified Holder(s) in the Demand NoticeRegistration under this Section 5(a), and (B) subject to Section 5(a)(v), all other Registrable Securities that any other Investors (such Investors, together with the Requesting Investors, the (“Registering Investors”) have requested Parent to Register by written notice received by Parent within ten (10) days after delivery of Parent’s notice of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii)Registration, all to the extent required necessary to permit the disposition (in accordance with the intended methods of dispositionthereof aforesaid) of the Registrable Securities so to be so registered. The Holders’ rights Registered; provided that, if the Requesting Investors shall have specified a Public Offering as the intended method of distribution, (1) no Person may participate in such Registration pursuant to request a Demand Registration set forth in this Section 2(b5(a) unless such Person agrees to sell its Registrable Securities to the underwriter selected by the Requesting Investors on the same terms and conditions as apply to the Requesting Investors; (2) no such Registering Investors shall not be exercisable at required to make any time if the Company representations or warranties, or provide any indemnity, in connection with any such Registration other than representations and warranties (ior indemnities with respect thereto) as to (x) is not in violation such Person’s ownership of his, her or its obligations Registrable Securities and that the Registrable Securities to file a Shelf Registration Statement pursuant to Section 2(a) or be Transferred are free and clear of all liens, claims and encumbrances, (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a)such Person’s power and authority to effect such Transfer, and (iiz) has otherwise complied such matters pertaining to compliance with its obligations securities laws by such Registering Investor as may be reasonably requested; (3) the obligation of such Person to indemnify pursuant to this Agreementany such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion to the amount of Registrable Securities offered to be sold by each such Person in such Registration; and (4) such liability will be limited to the net amount received by such Person from the sale of his, her or its Registrable Securities pursuant to such Registration.

Demand Registration. (i) Subject to the terms and conditions of this Agreement, at At any time and from time to time after commencement of the date that is 90 days after the date hereofExercise Period, upon written notice to the Company holders of not less than fifty percent (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act50%) of any the then total number of Registrable Shares, as to which Warrants have been exercised or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 millionare then exercisable, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give may make a written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the request for registration under the Securities Act and under of all or part of their Registrable Shares (a "Demand Registration") for the applicable state securities laws public disposition of (A) the such Registrable Securities which the Shares. The Company has been so requested to register by the Qualified Holder(s) in the Demand Noticeshall, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days soon as reasonably practicable after the giving receipt of such written notice by request, notify all other holders of Registrable Shares, as to which Warrants have been exercised or are then exercisable, of the Company's receipt of such written request, and (C) any offer such holders the opportunity to include their Registrable Shares, as to which Warrants have been exercised or are then exercisable, in such Demand Registration. The Company shall then use its reasonable best efforts to register under the Securities Act the Registrable Shares proposed to be offered and sold by such holders and to keep such Demand Registration open for ninety (90) days (the Company"Registration Period"); provided, however, that the Company shall not be obligated (i) to effect a Demand Registration covering less than fifty percent (50%) of the then total number of Registrable Shares, (ii) to effect more than two (2) Demand Registrations under this Section 6.2 or (iii) to effect the second Demand Registration within one (1) year after the effective date of the Registration Statement effected in each case subject to Section 2(b)(ii), all response to the extent required initial Demand Registration; provided that if the Registrable Shares proposed to permit be sold by such holders were not sold pursuant to such a Demand Registration, other than because such holders elected not to sell their Registrable Shares, the disposition (holders of any number of Registrable Shares shall be entitled to make a written request for an additional Demand Registration in accordance with the intended methods procedures of dispositionthis Section 6.2 until such Registrable Shares initially proposed to be sold by such holders have been sold and notwithstanding the immediately preceding proviso, the Company shall be obligated to effect such an additional Demand Registration in accordance with the procedures of this Section 6.2 so long as such request is not made within six (6) months of the withdrawal or termination of the Demand Registration relating to the unsold Registrable Securities Shares; and provided further that each Demand Registration shall be subject to be so registeredthe provisions of Section 6.4 hereof. The Holders’ rights to A request for a Demand Registration set forth in this Section 2(b) shall not will specify the number of Registrable Shares proposed to be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementsold.

Demand Registration. (i) Subject Investor may make a written demand to the terms Corporation for registration of all or part of its Registrable Securities, which written demand shall describe the amount and conditions type of this Agreement, at any time securities to be included in such registration and from time to time after the date that is 90 days after the date hereof, upon intended method(s) of distribution thereof (such written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (demand a “Demand Registration”); provided, however, that an Investor may not request a Demand Registration unless the class of securities of the Corporation subject to the Demand Registration are registered pursuant to Section 12(b) of the Exchange Act. Upon receipt by the Corporation of such written request for a Demand Registration from an Investor, the Investor shall be entitled to have its Registrable Securities included in a registration at the cost and expense of the Corporation and the Corporation shall effect, as soon thereafter as is commercially reasonable, the registration of all Registrable Securities requested by the Investor pursuant to such request for a Demand Registration, including by filing a Registration Statement on an appropriate form under the Securities Act relating thereto as soon as practicable, but not more than forty five (other 45) days immediately after the Corporation’s receipt of the request for a Demand Registration. Under no circumstances shall the Corporation be obligated to (i) effect more than an aggregate of two (2) Demand Registrations with respect to any or all of an Investor’s Registrable Securities, and never more than one (1) Demand Registration in a twelve (12) month period and (ii) proceed if the required minimum offering size of at least US$3.5 million is not met; provided, however, that a registration pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or request for a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such request for a Demand Registration has become effective and all of the Registrable Securities held requested by such Qualified Holder(s) which offering is expected the Investor to yield aggregate gross proceeds of at least $25 millionbe registered have been sold. Notwithstanding the foregoing obligations, if the Company shall promptly (but Corporation furnishes to holders requesting a registration pursuant to this Section 2.1 a certificate signed by the Corporation’s chief executive officer stating that in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice good faith judgment of the receipt Board of Directors it would be materially detrimental to the Corporation and its shareholders for such Demand Notice registration statement to all 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 Holders that, similar transaction involving the Corporation; (ii) require premature disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential; or (iii) render the Corporation unable to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration comply with requirements under the Securities Act and under or Exchange Act, then the applicable state securities laws Corporation shall have the right to defer taking action with respect to such filing for a period of not more than sixty (A60) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days days after the giving of such written notice by request; provided, however, that the Company, Corporation may not invoke this right more than once in any twelve (12) month period; and (C) any Registrable Securities to be offered and sold by provided further that the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) Corporation shall not be exercisable at register any time if the Company securities for its own account or that of any other stockholder during such sixty (i60) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementday period.

Demand Registration. (i) Subject to the terms and conditions of this Agreement, at At any time and from time to time commencing after the date that is 90 days after Closing Date, the date hereofPurchasers shall have the right, upon exercisable by written notice to the Company (a “the "Demand Notice”) delivered by one or more Qualified Holders requesting that Registration Request"), to have the Company effect prepare and file with the registration Commission, on one occasion, at the sole expense of the Company, in respect of all the Shares of Common Stock purchased under this Agreement (the "Registrable Securities"), a “Demand Registration”) under the Securities Act (other than pursuant Registration Statement so as to permit a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all public offering and sale of the Registrable Securities held by Securities. Upon such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 milliondemand, the Company shall promptly (but in any event, not later than five Business Days following prepare and file with the Company’s receipt Commission a "Shelf" Registration Statement covering the resale of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or another appropriate form permitting registration of Registrable Securities for resale by the Holders in the manner or manners designated by them (eachincluding, a “Demand Eligible Holder”without limitation, public or private sales and one or more Underwritten Offerings). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”i) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state not permit any securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of than the Registrable Securities to be so registered. The Holders’ rights to request a Demand included in the Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company Statement, except those shares of common stock owned by NewState Capital Corp. (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a"NewState") or (y) the shareholders of NewState is NewState has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a)or is about to be dissolved, GEM Singapore Pte Limited and Turbo International, Ltd. and (ii) has otherwise complied with use its obligations best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof, but in any event prior 120 days after the filing of such Registration Statement, and to keep such Registration Statement continuously effective under the Securities Act until the date which is five years after the date of this Agreement or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold pursuant to this AgreementRule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Holders, to such effect (the "Effectiveness Period"); provided, however, that the Company shall not be deemed to have used its best efforts to keep the Registration Statement effective during the Effectiveness Period if it ----------- initial voluntarily takes any action that would result in the Holders not being able to sell the Registrable Securities covered by such Registration Statement during the Effectiveness Period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the Commission has not declared it effective.

Demand Registration. (i) Subject to the terms and conditions of this Agreement, at At any time and from time to time after the date that is 90 days after the date hereof, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or has filed any similar or successor form Registration Statement under the Securities Act) , during which there is no effective registration statement relating to the Registrable Securities, the Holders of any or all not less than a majority in interest of the Registrable Securities held by such Qualified Holder(smay make up to two (2) which offering is expected to yield aggregate gross proceeds of at least $25 million, requests in writing (each a "Demand") requiring the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, effect a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which Securities. Upon receipt of such a Demand, the Company has been so requested to register by shall, not later than the Qualified Holder(s) in the Demand NoticeFiling Date, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, prepare and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance file with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request Commission a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf "shelf" Registration Statement covering all Registrable Securities for which such Demand is made for an offering to be made on a continuous basis pursuant to Rule 415. Both Registration Statements made pursuant to a Demand shall be on a form appropriate for registration in accordance with herewith; provided, however, that only one such Registration Statement need be on Form S-1. Included in such Demand from the Holders of not less than a majority of the Registrable Securities shall be a written designation of a person or entity to act as the agent representative for such Holders (the "Holder Representative"). The Holder Representative shall have exclusive authority to act for such Holders, and its action and consents shall be binding upon the Holders except as otherwise specifically provided herein. The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement (unless such requirement is waived in writing by the Holder Representative, or as provided pursuant to Section 2(a), 8(c)(ii) hereof) and (ii) has use its best efforts to cause the Registration Statement to be declared effective under the Securities Act (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not be subject to further review, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If the Company receives a Demand from one or more Holders constituting Holders of a majority of the Registrable Securities and the designation of a Holder Representative to act as their exclusive agent, the Company shall, not later than one business day thereafter, give notice thereof (the "Demand Notice") to all other Holders, who shall then have 30 days (the "Demand Period") to serve their own Demands for registration and their own agreement to appoint the Holder Representative as their exclusive agent. At the end of the Demand Period, (i) the Company shall proceed with the registration of all the Registrable Securities for which such a Demand is made and keep such Registration Statement continuously effective throughout the Effectiveness Period as required by this Agreement. Notwithstanding the foregoing, the Company shall be entitled to postpone for up to 90 days the filing, effectiveness, supplementing or amending of any registration statement otherwise complied with its obligations required to be prepared and filed pursuant to this Agreement, if the Board of Directors of the Company determines that such registration or the offer and sale of Registrable Securities contemplated thereby would interfere with, or require premature disclosure of, any material financing, acquisition, disposition, reorganization or other transaction involving the Company or any of its subsidiaries and the Company promptly gives the Holder notice of such determination. The Holders hereby acknowledge that any notice given by the Company pursuant to this Section 2 shall constitute material non-public information and that the United States securities laws prohibit any Person who has material non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities.

Demand Registration. At any time during the period commencing on the first anniversary of the Closing Date and ending when the holders of the Registrable Securities (i) Subject to own, in the terms aggregate, less than 5% of the issued and conditions outstanding shares of this AgreementCommon Stock and (ii) are not Affiliates of the Company, at any time and from time to time after holder or holders of not less than 20% of the date that is 90 days after the date hereof, upon Registrable Securities may make two written notice to the Company requests (a “"Demand Notice”") delivered by one or more Qualified Holders requesting that the Company effect the for registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act"Demand Registration") of any or all of the Registrable Securities held by such Qualified Holder(sholder or holders; provided, however, that the number of shares of Registrable Securities requested to be registered shall have a "fair market value" (determined pursuant to the next sentence) in excess of $5,000,000. For purposes of this Agreement, fair market value of the Registrable Securities shall be determined as follows: (i) if the security is listed on any established stock exchange or a national market system, including, without limitation, the National Market System of the National Association of Securities Dealers Automated Quotation System, its fair market value shall be the closing sales price or the closing bid if no sales were reported, as quoted on such system or exchange (or the largest such exchange) on the business day immediately preceding the date of the Demand Notice (or if there are no sales or bids for such date, then for the last preceding business day for such sales or bids), as reported in The Wall Street Journal or similar publication; (ii) if the security is regularly quoted by a recognized securities dealer but selling prices are not reported, its fair market value shall be the mean between the high bid and low asked prices for the security on the date of the Demand Notice (or if there are no quoted prices for such date, then for the last preceding business day on which offering is expected there were quoted prices); or (iii) in the absence of an established market for the security, the fair market value shall be determined in good faith by the Company's Board of Directors, with reference to yield aggregate gross proceeds the Company's net worth, prospective earning power, dividend-paying capacity and other relevant factors, including the goodwill of at least $25 millionthe Company, the economic outlook in the Company's industry, the Company's position in the industry and its management, and the values of stock of other corporations in the same or a similar line of business (all of such factors determined as of the date of the Demand Notice). Within ten days after receipt of each Demand Notice, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of such registration request to all non-requesting holders of Registrable Securities and shall, subject to the provisions of the following paragraph, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after the receipt of the notice of such demand registration request by the applicable holder. Both the Demand Notice and any request to all other Holders that, to its knowledge, hold have Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) included in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not will specify the number of shares of Registrable Securities proposed to be exercisable at any time if sold and will also specify the Company (i) (x) is not in violation intended method of its obligations to file a Shelf Registration Statement disposition thereof. A registration requested pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement.this

Demand Registration. If on any one occasion during the Exercise Period (iwhich, for purposes of this Section 7(b), shall not extend beyond the fifth anniversary of the effective date of the registration statement referred to in the Underwriting Agreement), one or more of the Holders holding at least sixty percent (60%) Subject of the Registrable Securities then held by all of the Holders shall notify the Company in writing that he or they intend to offer or cause to be offered for public sale all or any portion of his or their Registrable Securities having an aggregate proposed offering price of not less than $500,000.00 (the "Minimum"), the Company will notify all of the Holders of Registrable Securities who would be entitled to notice of a proposed registration under Subsection 7(a) above of its receipt of such notification from such Holder or Holders. Upon the written request of any such Holder delivered to the Company within 15 days after delivery by the Company of such notification pursuant to Section 10 hereof, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holders (including the Holder or Holders giving the initial notice of intent to register hereunder) to be registered under the Securities Act in accordance with the terms and conditions of this AgreementSubsection 7(b), at which registration may be under any time form of registration statement eligible for use by the Company for such purpose. All expenses of the registration and from time offering (including transfer taxes on shares being sold by the Holders and the fees and disbursements of one law firm acting as counsel to time after the date Holders) shall be borne by the Company, except that is the Holders shall bear the underwriting discounts and selling commissions attributable to their Registrable Securities being registered. If the Company shall furnish to the Holders requesting a registration statement under this Subsection 7(b) a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors, it would not be in the best interests of the Company and its stockholders generally for such registration statement to be filed, the Company shall have the right to defer such filing for a period of not more than 90 days after the date hereofreceipt of the request for registration; provided, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting however, that the Company effect the registration (a “Demand Registration”) under the Securities Act (other may not utilize this right to defer more than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”)once. The Company shall promptly file not be required to cause a registration statement requested pursuant to this Subsection 7(b) to become effective prior to 90 days following the appropriate Registration Statement (effective date of a registration statement initiated by the “Demand Registration Statement”) and use its commercially reasonable efforts to effectCompany, at if the earliest practicable date, the request for registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which has been received by the Company has been so requested subsequent to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Companymade in good faith, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods Holders of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement.Registrable

Demand Registration. At any time after March 18, 1997 until the earlier of (i) Subject March 18, 2007 or (ii) the date on which all of the Registrable Shares (as hereinafter defined) have become eligible for sale pursuant to Rule 144 promulgated under the Securities Act, subject to the terms and conditions of set forth in this Agreement, at Holders may request that the Company cause to be filed, a registration statement (a "Demand Registration Statement") under Rule 415 under the Securities Act relating to the sale by such Holders of their previously or concurrently issued Registrable Shares in accordance with the terms hereof. As used in this Agreement, the term "Registrable Shares" means shares of Common Stock issued or to be issued to the Holders upon redemption or in exchange for their Units, excluding (A) Common Stock for which a Registration Statement relating to the sale thereof shall have become effective under the Securities Act and which have been disposed of under such Registration Statement, (B) Common Stock sold pursuant to Rule 144 under the Securities Act or (C) Common Stock eligible for sale pursuant to Rule 144 under the Securities Act. Upon receipt of any time such request, the Company shall promptly give written notice of such proposed registration to all Holders of Units and from time to time after Registrable Shares. Such Holders shall have the date that is 90 days after the date hereofright, upon by giving written notice to the Company within fifteen (a “Demand Notice”15) delivered days after such notice referred to in the preceding sentence has been given by one or more Qualified Holders requesting that the Company effect to elect to have included in the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) Registration Statement such of any or all their Registrable Shares as each Holder may request in such notice of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 millionelection. Thereupon, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of use its best efforts to cause such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement to be declared effective by the Securities and Exchange Commission (the “Demand Registration Statement”"SEC") and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the for all Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) Shares which the Company has been requested to register by as soon as practicable thereafter. The Company agrees to use its best efforts to keep the Demand Eligible Registration Statement continuously effective until the earliest of (a) the date on which the Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) no longer hold any Registrable Securities to Shares registered under the Demand Registration Statement, (b) the date on which the Registrable Shares may be offered and sold by the Company, in each case subject Holders pursuant to Section 2(b)(ii), all to Rule 144 promulgated under the extent required to permit Securities Act or (c) the disposition date which is six (in accordance with 6) months from the intended methods effective date of disposition) of the Registrable Securities to be so registeredsuch Demand Registration Statement. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) Company shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations required to file and effect a Shelf new Demand Registration Statement pursuant to this Section 2(a1(a) or until a period of twelve (y12) months has elapsed from the termination of the registration statement with respect to Registrable Shares covered by a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementprior registration request.

Demand Registration. If a Holder holds Registrable Securities that it desires to sell, and if (ibut only if), after consultation with legal counsel, the Holder determines in good faith that there is reasonable uncertainty as to whether Rule 144 of the Securities Act (or any successor rule or regulation to Rule 144) Subject or another exemption from registration is available to enable such Holder to dispose of the terms and conditions number of this AgreementRegistrable Securities it desires to sell at the time it desires to do so without registration under the Securities Act, then, at any time the option and from time upon the written request of the Holder (such written request to time after the date that is 90 days after the date hereof, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting affirm that the Company effect Holder has consulted with legal counsel regarding whether Rule 144 or another exemption from registration is available), TLP shall file with the Commission as expeditiously as possible after receiving such written request, and use reasonable best efforts to cause to become effective and remain effective for a period of not less than six months following its effective date or such shorter period as shall terminate when all Registrable Securities covered by such registration statement have been sold (the "Effectiveness Period"), a “Demand Registration”) registration statement under the Securities Act (other than pursuant to including, as provided below or as otherwise elected by TLP, a shelf registration statement on Form S-4 or Form S-8 or any similar or successor form permitted by Rule 415 under the Securities Act) of any or all registering the offering and sale of the number of Registrable Securities held specified by such Qualified Holder(s) which offering is expected the Holder ("Registration Statement"); provided, however, that TLP shall not be required to yield aggregate gross proceeds effect more than four registrations pursuant to this Section 2.01; and provided further, that TLP shall not be required to effect the registration of at least $25 million, fewer than the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt lesser of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold 200,000 Registrable Securities (eachas adjusted to account for any split or reverse split of the Common Units) or the number of Registrable Securities currently outstanding and held by all Holders. Notwithstanding anything herein to the contrary, a “Demand Eligible Holder”)no Holder will be entitled to demand that any Registrable Securities be registered pursuant to this Section 2.01(a) if such Registrable Securities were outstanding at the time of any prior registration effected by TLP pursuant to this Section 2.01. The Company shall promptly file If the appropriate Holders' demand registration rights will be permanently exhausted pursuant to this Section 2.01(a) following the then-current demand, then the Registration Statement (for the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the then-current demand shall be a shelf registration statement permitted by Rule 415 under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been if so requested to register elected by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this AgreementHolder.

Demand Registration. The Company will provide a list of the names, ------------------- addresses and number of Warrants held of all current Holders within ten (i10) Subject days of a written request of any Holder for such information. On or after the Commencement Date, the holders of the Warrants and Warrant Shares may require the Company to effect the registration of Warrant Shares. The right to request registration under this Section 5(b) may be exercised on one (1) seperate ------------ occasion, only unless such request is withdrawn in accordance with the terms hereof. The right granted hereunder is distinct and separate from any other rights to request registration which have been granted to any other Person. A request may be delivered prior to the terms and conditions Commencement Date; provided that the registration statement does not have to be declared effective until after such date. A shelf registration may be demanded pursuant to this Section 5(b). These ------------ demand registration rights may only be exercised if the holders of this Agreement, at any time and from time to time after a majority of Warrant Shares (whether or not the date that is 90 days after Warrant Shares have been issued) (the date hereof, upon written "Majority Holders") shall give notice to the Company to the effect that holders ---------------- of Warrants or Warrant Shares intend to (a “Demand Notice”i) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 transfer all or any similar part of the Warrant Shares or successor form (ii) exercise all or any part of the Warrant and transfer all or any part of the Warrant Shares under such circumstances that a public distribution (within the meaning of the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 millionWarrant Shares will be involved, then the Company shall promptly (but in any event, not later than five Business Days following the Company’s A) within ten (10) days after receipt of such Demand Notice) notice shall give written notice of the proposed registration pursuant to this Section 5(b) to the other holders of Warrants and Warrant Shares and (B) ------------ within thirty (30) days after receipt of such Demand Notice notice from the Majority Holders, shall file a registration statement pursuant to the Securities Act to the end that all other Warrant Shares the holders of which requested registration thereof either pursuant to the original notice from the Majority Holders thatgiven pursuant to this sentence or by written notice given to the Company during such 30-day period, to its knowledge, hold Registrable may be sold under the Securities (each, a “Demand Eligible Holder”)Act as promptly as is practicable thereafter. The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effectcause any such registration to become effective and to keep the prospectus included therein current for ninety (90) days; provided, at the earliest practicable datehowever, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which that such holders shall -------- ------- furnish the Company has been so requested to register by the Qualified Holder(s) with such appropriate information as is required in the Demand Notice, (B) all other Registrable Securities of the same class or series connection with such registration as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written may reasonably request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of in writing and that such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) holders shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance comply with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to 8 of this Agreement.. ---------

Demand Registration. (ia) Subject to the terms and conditions provisions of this Agreement, if at any time and from time to time after the date earlier to occur of (i) an initial public offering of the Company's Common Stock, (ii) a Change of Control of the Company, (iii) the fifth anniversary of the Effective Time or (iv) the listing of Common Stock on a national securities exchange or on the National Association of Securities Dealers ("NASD") automated quotation system (each of the events listed under (i) through (iv) being referred to in this Agreement as an "Exercisability Event"), the Company shall receive a written request from one or more Stockholders (including, without limitation, any Affiliate or Associated Entity of any Preferred Investor Common Stockholder that is 90 a transferee of any Preferred Investor Common Stockholder) requesting that the Company file a registration statement under the Securities Act covering the registration for the offer and sale of outstanding Registrable Securities ("a Demand Registration") valued (based on the Fair Market Value, on the date of such request) at not less than $5,000,000 in the aggregate when calculated together with any shares included by any other Stockholders in accordance with the terms of this Section 11(a) (the "Minimum Value"), then the Company shall promptly notify in writing all other Stockholders of such request. Within 20 days after such notice has been given by the date hereofCompany, upon any other Stockholder may give written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant of its election to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the include its Registrable Securities held by in the registration. As soon as practicable after the expiration of such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million20 day period, the Company shall promptly (but in any event, not later than five Business Days following use its best efforts to cause the Company’s receipt registration of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts with respect to effect, at the earliest practicable date, the which registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(sStockholders. The right to demand the registration of Registrable Securities hereunder may be exercised no more than (i) three times in the Demand Noticeaggregate by the Preferred Investor Common Stockholders and their Affiliates and Associated Entities as follows: (A) one demand by CIBCWMC and any of its Affiliates and Associated Entities that acquire Common Stock from CIBCWMC after the date of this Agreement, (B) all other Registrable Securities one demand by Caravelle and any of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days its Affiliates and Associated Entities that acquire Common Stock from Caravelle after the giving date of such written notice by the Company, this Agreement and (C) one demand by Albion I and Albion II and each of their Affiliates and Managed Funds that acquire Common Stock from any Registrable Securities to be offered and sold by of them after the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods date of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), Agreement and (ii) has otherwise complied with its obligations three times in the aggregate by the Individual Investors. All registrations demanded pursuant to this AgreementSection 11(a) are referred to herein as "Demand Registrations." If any Stockholder that has exercised its Demand Registration rights pursuant to this Section 11(a) is not able to sell all of its Registrable Securities covered by such Demand Registration, then such registration shall not count as a Demand Registration for purposes of this Section 11.

Demand Registration. (ia) Subject to the terms and conditions of this Agreement, including Section 2(c), if at any time and from time to time after the date that is 90 days after the date hereoffollowing [●], upon written notice to 2016, the Company (receives a “Demand Notice”) delivered by one or more Qualified Holders requesting written request from the Investor that the Company effect the registration (a “Demand Registration”) register under the Securities Act (other Registrable Securities representing at least 10% of the then-outstanding Common Stock, then the Company shall file, as promptly as reasonably practicable but no later than pursuant to the applicable Filing Deadline, a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or Act covering all of Registrable Securities that the Investor requests to be registered. The registration statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities held by on Form S-3, in which case such Qualified Holder(sregistration shall be on another appropriate form for such purpose) which offering is expected to yield aggregate gross proceeds of at least $25 millionand, if the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice is a WKSI as of the receipt of such Demand Notice to all other Holders thatFiling Deadline, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”)shall be an Automatic Shelf Registration Statement. The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, cause the registration statement to be declared effective or otherwise to become effective under the Securities Act as soon as reasonably practicable but, in any event, no later than the Effectiveness Deadline, and shall use its commercially reasonable efforts to keep the registration statement continuously effective under the applicable state securities laws Securities Act until the earlier of (A1) the date on which the Investor notifies the Company in writing that the Registrable Securities which included in such registration statement have been sold or the Company offering therefor has been so requested to register by the Qualified Holder(s) in the Demand Notice, terminated or (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i2) (x) fifteen (15) Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is not in violation of its obligations to file a WKSI and filed an Automatic Shelf Registration Statement in satisfaction of such demand, (y) thirty (30) Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is not a WKSI and registered for resale the Registrable Securities on Form S-3 in satisfaction of such demand or (z) fifty (50) Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is neither a WKSI nor then eligible to use Form S-3 and registered for resale the Registrable Securities on Form S-1 or other applicable form in satisfaction of such demand; provided that each period specified in clause (2) of this sentence shall be extended automatically by one (1) Business Day for each Business Day that the use of such registration statement or prospectus is suspended by the Company pursuant to any Suspension Period, pursuant to (d) or pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a5(i), and (ii) has otherwise complied with its obligations pursuant to this Agreement.

Demand Registration. (a) At any time after the earlier of (i) Subject to five (5) years from the terms and conditions date of this Agreement, at any time Agreement and from time to time after the date that is 90 (ii) one hundred eighty (180) days after the date hereof, upon written notice to initial public offering of the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than Company’s Common Stock pursuant to a an effective registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act, the holders of at least fifty percent (50%) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected then outstanding may notify the Company that they intend to yield aggregate gross proceeds of offer or cause to be offered for public sale at least fifty percent (50%) of the Registrable Securities then outstanding (or any lesser number of Registrable Securities if the anticipated aggregate sale price, net of underwriting discounts and commissions, if any, would exceed $25 million10,000,000). Upon receipt of such request, the Company shall promptly deliver notice of such request to all Investors 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. 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 will use its reasonable best efforts to expeditiously effect (but in any event, not event no later than five Business Days following thirty (30) days after such request) the Company’s receipt registration of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the whose holders request participation in such registration under the Securities Act and Act, but only to the extent provided for in this Agreement; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2(a) more than two (2) times for the applicable state securities laws holders of (A) the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2(a) 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 Company 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 such registration has been so requested to register declared effective by the Qualified Holder(s) Commission; provided, however, that a majority in interest of the Demand Notice, (B) all other participating holders of Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which may request, in writing, that the Company withdraw a registration statement which has been requested to register by the Demand Eligible Holders by written filed under this Section 2(a) but has not yet been declared effective, and a majority in interest of such holders may thereafter request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after to reinstate such registration statement, if permitted under the giving of such written notice by the CompanySecurities Act, and (C) any Registrable Securities or to be offered and sold by the Companyfile another registration statement, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement.

Demand Registration. (a) (i) Subject HEI shall have the right, on not more than four occasions in the aggregate, and no more frequently than once during any six-month period, and (ii) the Minority Stockholders as a group shall have the right (though such right need not be jointly exercised by the Minority Stockholders), on not more than two occasions in the aggregate (it being understood and agreed that two or more Minority Stockholders may make joint Demands hereunder or any Minority Stockholder may join in a Demand made by any other Minority Stockholder, and any such joint Demand or joining in of a Demand shall be deemed to the terms be a single Demand for all purposes hereof), and conditions of this Agreementno more frequently than once during any six-month period, at any time and from time to time after the date that is 90 days after the date hereof, upon written notice to require the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) to register for offer and sale under the Securities Act (other than pursuant to a registration statement on Form S-4 "Demand") all or Form S-8 or any similar or successor form under the Securities Act) of any or all a portion of the Registrable Securities held by such Qualified Holder(s) which offering is expected Stockholders, subject to yield aggregate gross proceeds of the restrictions set forth herein; provided that no Stockholders shall be entitled to make a Demand hereunder unless the Registrable Securities subject to such Demand represent at least $25 million7% of the aggregate shares of Company Common Stock then issued and outstanding and provided further that HEI shall exercise its Demands under subsection (i) hereof prior to exercising any Demand as a Minority Stockholder under (ii) hereof. As promptly as practicable after the Company receives from a Stockholder (the "Demanding Stockholder") a notice pursuant to this Section 4.1(a) (a "Demand Notice"), a copy of which shall have also been delivered to each other Minority Stockholder at the same time as to the Company, demanding that the Company register for offer and sale under the Securities Act Registrable Securities, subject to Section 4.1(b), the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Noticei) give written notice of the receipt of such Demand Notice to use all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effectfile as promptly as reasonably practicable with the Commission a Registration Statement relating to the offer and sale of the Applicable Securities on such form as the Company may reasonably deem appropriate (provided that the Company shall not, at unless the earliest practicable dateCompany otherwise determines, be obligated to register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis) and, thereafter, (ii) after the registration filing of an initial version of the Registration Statement, use reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act and under as promptly as practicable after the applicable state securities laws date of (A) filing of such Registration Statement; provided, however, that no Demanding Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities which unless such Demanding Stockholder has made an Election. Subject to Section 4.1(b), the Company has been so requested shall use reasonable efforts to register by the Qualified Holder(s) keep each Registration Statement continuously effective in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required order to permit the disposition (in accordance with the intended methods Prospectus forming a part thereof to be usable by such Demanding Stockholder for resales of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if for an Effectiveness Period ending on the Company earlier of (i) (x) is not in violation 30 days from the Effective Time of its obligations to file a Shelf such Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementsuch time as all of such securities have been disposed of by the selling securityholders.

Demand Registration. If by September 15, 2006, the Company has not filed a Registration Statement with respect to the resale of Common Stock which (i) includes all of the Investors' Registrable Securities which the Investors have requested be included in such Registration Statement pursuant to Section 2(a), (ii) has been declared effective by the SEC (other than as a result of actions or failures to act of the Investors or the other parties to the Standby Distribution Agreement, including the failure to provide information required by the rules and regulations of the SEC), and (iii) remains in effect unless all Registrable Securities have been sold, then Investors will have the right to require the Company to file a Registration Statement for the resale the Investors' Registrable Securities. Subject to the terms and conditions of this Agreement, at any time the Company shall prepare and from time to time after the date that is 90 file, no later than sixty (60) days after it has received the date hereofwritten request of the Investors under this Section 2(b), upon written notice to (the “Scheduled Filing Deadline”), with the SEC a registration statement on Form S-1 (or, if the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”is then eligible, on Form S-3) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) for the resale by the Investors of the number of Registrable Securities specified by the Investors. The Company shall retain, and use pay at its commercially reasonable efforts sole expense, a law firm to effectfile each Demand Registration Statement from a list of approved law firms provided by the Investor including but not limited to Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP, at Gxxxxxxxx Txxxxxx, LLP and Kxxxxxxxxxx & Lxxxxxxx Nxxxxxxxx Xxxxxx LLP. Prior to the earliest practicable datefiling with the SEC of an initial Registration Statement which includes Investors' Registrable Securities, the registration under Company shall furnish a copy of such initial Registration Statement to the Securities Act Investors whose shares are so included for their review and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given comment. The Investors shall furnish comments on such initial Registration Statement to the Company within five Business Days after with twenty-four (24) hours of the giving of such written notice by receipt thereof from the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement.

Demand Registration. (ia) Subject to At any time following the terms and conditions second (2nd) anniversary of the date of this Agreement, at any time in the event that Shelf Registration Statement is not effective with the SEC covering all of the Registrable Securities of the Holders, the Holders shall have the right, subject to the rules and from time to time after regulations of the date that is 90 days after the date hereofSEC, upon by delivering a written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that ), to require the Company effect to register under and in accordance with the registration provisions of the Securities Act the number of Registrable Securities Beneficially Owned by the Holders and requested by such Demand Notice to be so registered (a “Demand Registration”) under ); provided, however, that the Securities Act (other than Holders in the aggregate shall not be entitled pursuant to this Section 2.02 to require the Company to effectuate more than two (2) Demand Registrations (which may collectively include underwritten Demand Registrations and Company Supported Distributions) during the Term of this Agreement. Notwithstanding the foregoing, if the at least 5,000,000 Preferred Shares (as adjusted for splits, dividends, reclassifications and the like) convert into the applicable number of Conversion Shares then the number of Demand Registrations that the Company may be obligated to undertake shall increase to three (3) and if at least 10,000,000 Preferred Shares (as adjusted for splits, dividends, reclassifications and the like) convert into the applicable number of Conversion Shares then the number of Demand Registrations that the Company may be obligated to undertake shall increase to four (4) and the Holders shall be entitled to deliver a registration statement on Form S-4 Demand Notice for up to the two additional Demand Registrations any time after such conversion of the Preferred Shares into Conversion Shares has taken place. A Demand Notice shall also specify the expected method or Form S-8 or any similar or successor form under methods of disposition of the Securities Actapplicable 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 forty-five (45) days after receipt by the Company of any or all such Demand Notice provided that a Suspension Period is not in effect, a Registration Statement relating to the offer and sale of the Registrable Securities held requested to be included therein by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds the Holders in accordance with the methods of at least $25 million, the Company shall promptly distribution elected (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and shall use its commercially reasonable efforts to effect, at the earliest practicable date, the registration cause such Registration Statement to be declared effective under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days promptly as practicable after the giving of such written notice by the Company, and (C) filing thereof. The Holders agree that if any Holder intends to distribute any Registrable Securities to be offered by means of an underwritten offering it shall promptly so advise the Company and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance Company shall cooperate with the intended methods of disposition) of Holder to facilitate such distribution, including the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement actions required pursuant to Sections 2.05(a)(ix)-(xv) and, if a Company Supported Distribution is requested, Section 2(a2.05(a)(xvi) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities so long as the Holders have not previously exhausted the limit for such Company Supported Distributions specified in accordance with Section 2(a2.05(a)(xvi), and (ii) has otherwise complied with its obligations pursuant to this Agreement.

Demand Registration. If by September 15, 2006, the Company has not filed a Registration Statement with respect to the resale of Common Stock which (i) includes all of the Investors’ Registrable Securities which the Investors have requested be included in such Registration Statement pursuant to Section 2(a), (ii) has been declared effective by the SEC, and (iii) remains in effect unless all Registrable Securities have been sold, then Investors will have the right to require the Company to file a Registration Statement for the resale the Investors’ Registrable Securities. Subject to the terms and conditions of this Agreement, at any time the Company shall prepare and from time to time after the date that is 90 file, no later than sixty (60) days after it has received the date hereofwritten request of the Investors under this Section 2(b), upon written notice to (the “Scheduled Filing Deadline”), with the SEC a registration statement on Form S-1 (or, if the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”is then eligible, on Form S-3) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) for the resale by the Investors of the number of Registrable Securities specified by the Investors. The Company shall retain, and use pay at its commercially reasonable efforts sole expense, a law firm to effectfile each Demand Registration Statement from a list of approved law firms provided by the Investor including but not limited to Wolf, at Block, Xxxxxx and Xxxxx-Xxxxx LLP, Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, Xxxxxxxxx Xxxxxxx, LLP and Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP. Prior to the earliest practicable datefiling with the SEC of an initial Registration Statement which includes Investors’ Registrable Securities, the registration under Company shall furnish a copy of such initial Registration Statement to the Securities Act Investors whose shares are so included for their review and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given comment. The Investors shall furnish comments on such initial Registration Statement to the Company within five Business Days after with twenty-four (24) hours of the giving of such written notice by receipt thereof from the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement.

Demand Registration. (ia) Subject to the terms and conditions of this Agreement, at At any time and from time to time after the date that is 90 days after one year anniversary of the date hereofPurchase Agreement, upon the Holders of a majority in number of the Registrable Shares shall have the right, by written notice (the "DEMAND NOTICE") given to the Company Corporation, to request the Corporation to register (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”"DEMAND REGISTRATION") under and in accordance with the provisions of the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 all or any similar or successor form under the Securities Act) portion of such Holders' Registrable Shares. Upon receipt of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice, the Corporation shall promptly, but in no event more than five (5) give written notice business days after receipt thereof, notify each other Holder of the receipt of such Demand Notice and, subject to the limitations set forth below, shall include in the proposed registration all other Holders that, Registrable Shares with respect to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”)which the Corporation has received written requests for inclusion therein within 30 days after delivery of the Corporation's notice. The Company shall promptly file the appropriate Registration Statement (the “In connection with any Demand Registration Statement”) and use its commercially reasonable efforts to effectin which more than one Holder or holders of Other Shares or the Corporation participates, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the event that such Demand Notice, Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total amount of Shares to be included in such offering exceeds the amount that can be sold in (Bor during the time of) all other Registrable Securities such offering without delaying or jeopardizing the success of such offering (including the price per share of the same class Shares to be sold), then the number of Registrable Shares, Primary Shares and Other Shares (which have registration rights with respect to such offering) shall be reduced on a pro rata basis (based upon the number of shares requested or series as those requested proposed to be registered by each such holder and the Qualified Holder(sCorporation) which to a number deemed satisfactory by such managing underwriter or underwriters, provided, that the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities securities to be offered and sold by excluded shall be determined in the Company, sequence reflected in each case subject to Section 2(b)(ii3(b)(A), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights Holders as a group shall be entitled to request a one Demand Registration set forth in this Section 2(b) shall on each of Form S-1, Form S-2 and Form S-3 (or any successor form thereto); PROVIDED, that any Demand Registration that does not be exercisable at any time if the Company (i) (x) become effective or is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities maintained for the time period required in accordance with Section 2(a), and (ii2(c) has otherwise complied with its obligations pursuant to this Agreementhereof shall not count as one of such Demand Registrations.

Demand Registration. (a) If Novo Nordisk desires to effect the registration on Form S-3 under the 1933 Act of any of the shares of Common Stock owned by it or any of its affiliates ("Registrable Shares"), it may make one (1) written request, subject to adjustment under Section 1.10(b) below (the "Demand Request"), that Aradigm effect such registration; provided that such request is made no earlier than (i) Subject sixty (60) days prior to the terms expiration of the Market Stand-Off Period relating to such Shares or (ii) sixty (60) days prior to the expiration of any "lock-up" period required by the underwriters in connection with a public offering by Aradigm. The Demand Request will specify the number of Registrable Shares proposed to be sold and conditions will also specify the intended method of this Agreementdisposition thereof. Upon receipt of such Demand Request, Aradigm shall, at any time its own expense (which expense shall include all fees and from time expenses of counsel, public accountants or other advisors or experts retained by Aradigm, all reasonable fees and expenses of counsel for Novo Nordisk (which counsel shall be selected by Novo Nordisk) in an amount which shall not exceed fifty thousand dollars ($50,000), all filing fees, all fees and expenses incurred to time after the date that is 90 days after the date hereofcomply with blue sky or other securities laws, upon written notice all printing expenses and all internal expenses of Aradigm, but shall not include underwriting fees, discounts or commissions attributable to the Company (a “Demand Notice”sale of the Registrable Shares, out-of-pocket expenses of Novo Nordisk or any of its affiliates, transfer taxes or the fees and expenses of underwriter's counsel) delivered by one or more Qualified Holders requesting that prepare and file with the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to SEC a registration statement on Form S-4 or Form S-8 or any similar or successor form S-3 (the "Resale Registration Statement") under the Securities Act1933 Act to provide for the resale by Novo Nordisk and its affiliates of the number of Registrable Shares specified in the Demand Request. In the event Novo Nordisk delivers to Aradigm a Demand Request prior to the end of a Market Stand-Off Period or a "lock-up" period, Aradigm shall use its reasonable efforts to file and cause the Resale Registration Statement to be effective prior to the expiration of such Market Stand-Off Period or "lock-up" period, as the case may be. In all other cases, Aradigm will use its reasonable efforts to cause the Resale Registration Statement to be filed and become effective as soon as reasonably practicable after receipt of the Demand Request. Aradigm shall cause the Resale Registration Statement filed pursuant to this Section 1.10 to remain effective for no less than six (6) of any or months (or, if earlier, until the date all of the Registrable Securities held Shares covered by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 millionthe Resale Registration Statement have been sold); provided, however, Aradigm may suspend the Company shall promptly (but in use of, or delay the effective date of, any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give Resale Registration Statement by giving written notice to Novo Nordisk, if Aradigm shall have determined, in its good faith reasonable judgment, that such suspension or delay in the effective date of the receipt Resale Registration Statement is advisable because the filing or effectiveness of such Demand Notice the Resale Registration Statement would be detrimental to Aradigm and its shareholders; and provided further that Aradigm suspends the use of or delays the effective date of all other Holders that, registration statements of Aradigm that register the securities of Aradigm being or to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”)be resold by the holders thereof. The Company shall promptly file Any suspension or delay in the appropriate effective date of the Resale Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations Aradigm pursuant to this AgreementSection 1.10 shall be for the shortest reasonable period of time (but not exceeding one hundred twenty (120) days).

Demand Registration. (i1) Subject to the terms and conditions of this Agreement, at At any time and from time to time after beginning on the date that is 90 days after one- year anniversary of the date hereofClosing Date (as defined in the Merger Agreement) and ending on the ten-year anniversary of such Closing Date, upon written notice any Holder(s) holding no less than fifty percent (50%) of the Registrable Securities (or, with respect to a second Demand Registration hereunder, fifty percent (50%) of the remaining Registrable Securities), shall have the right to require the Company (to file a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) statement under the Securities Act (other than covering all or any part of their respective Registrable Securities, by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration by such Holder(s), a price range acceptable to such Holder(s) for the sale of such Registrable Securities and the intended method of distribution thereof. All such requests pursuant to this Section 2(a) are referred to herein as "Demand Registration Requests" and the registrations ---------------------------- so requested are referred to herein as "Demand Registrations" and, with respect -------------------- to any Demand Registration, the Holder(s) making such demand for registration being referred to as the "Initiating Holder". As ----------------- promptly as practicable, but no later than 10 Business Days after receipt of a registration statement on Form S-4 or Form S-8 or any similar or successor form under Demand Registration Request, the Securities ActCompany shall give written notice (the "Demand Exercise Notice") of any or such Demand Registration Request to all Holders ---------------------- of record of Registrable Securities. Upon receipt of the Demand Exercise Notice, each Other Holder shall have 10 Business Days from the date of receipt to deliver a written request to the Company asking that such Other Holder's Registrable Securities be included in the registration statement. Such written request by the Other Holder shall include the number of Registrable Securities held by such Qualified Holder(s) which offering is expected Other Holder that he desires to yield aggregate gross proceeds of at least $25 million, be included in the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”)registration statement. The Company shall promptly file the appropriate Registration Statement (the “include in a Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (Ai) the Registrable Securities which of the Company has been so requested to register by the Qualified Holder(s) in the Demand NoticeInitiating Holder, (Bii) all other the Registrable Securities of any Other Holders that shall have made a written request to the same class or series as those Company for inclusion thereof in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Other Holders) within 30 days after the receipt of the Demand Exercise Notice and the Primary Securities and Other Securities of the Company requested to be registered included in such registration by the Qualified Holder(sholders of such Other Securities and (iii) which any Primary Securities the Company has been requested wishes to register by the register. The Company shall, as expeditiously as practicable following a Demand Eligible Holders by written request Registration Request, use its best efforts to (the “Demand Eligible Holder Request”i) given prepare, file and cause to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) become effective registration of the Registrable Securities on Form S-1, Form SB-2 or Form S-3 (if available) or any successor form promulgated by the SEC pursuant to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a2(a)(A), and (ii) has otherwise complied with its obligations pursuant if requested by the Initiating Holder, request acceleration of the effective date of the registration statement relating to this Agreementsuch registration.

Demand Registration. (i) Subject to the terms and conditions of this Agreement, at At any time during the 60 days immediately following the second anniversary of the Effective Time, and from time provided no earlier request has been made by either or both of the D-M Xxxreholders pursuant to time after this Section 7.2(a), either or both of the date that is 90 days after the date hereof, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect D-M Xxxreholders may request the registration (a “Demand Registration”the "DEMAND REGISTRATION") under the Securities Act (of then Registrable Shares constituting at least 25% of the Merger Shares. The request for the Demand Registration shall specify the number of Registrable Shares requested to be registered. Within ten days after receipt of such request, if such request is by fewer than both the D-M -38- 45 Shareholders, Penton will give written notice of such requested registration to the other than pursuant D-M Xxxreholder and will include in such registration all Registrable Shares held by D-M Xxxreholders with respect to which Penton has received written requests for inclusion therein within 15 days after the sending of Penton's notice. If the Demand Registration is an underwritten registration, and if the managing underwriter(s) advise Penton that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of Registrable Shares participating in the Demand Registration, then, notwithstanding the preceding provisions of this Section 7.2(a), Penton will include in the Demand Registration only each D-M Xxxreholder's pro rata portion of the Registrable Shares to be included therein, on the basis of the numbers of Registrable Shares requested to be included in the Demand Registration. Penton will pay all Registration Expenses incurred in connection with the Demand Registration. The obligation of Penton to effect the Demand Registration hereunder shall be satisfied when a registration statement on Form S-4 or Form S-8 or any similar or successor form filed in accordance herewith becomes effective under the Securities Act. Penton may use the shortest form of registration statement (e.g., Form S-1, X-0 xx S-3) which Penton is then eligible to use. Penton will not include in the Demand Registration any shares of any or all Penton Common which are held by Persons other than D-M Xxxreholders without the prior written consent of the holders of at least a majority of the Registrable Securities Shares held by such Qualified Holder(sD-M Shareholders. Penton shall have the right to select the managing underwriter(s) which offering for the Demand Registration if it is expected an underwritten registration, subject to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice approval of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities D-M Xxxreholders (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall approval will not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) unreasonably withheld or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(adelayed), and (ii) has otherwise complied with its obligations pursuant to this Agreement.

Demand Registration. (ia) Subject Each Holder (other than Assignees) shall have the right during the Registration Period, by written notice (the "Demand Notice") given to the terms and conditions of this AgreementCompany, at any time and from time to time after the date that is 90 days after the date hereof, upon written notice to request the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that to register under and in accordance with the Company effect the registration (a “Demand Registration”) under provisions of the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 all or any similar or successor form under the Securities Act) of any or all portion of the Registrable Securities held Shares designated by such Qualified Holder(sHolder; PROVIDED, HOWEVER, that the aggregate value (at the respective dates of such notices) which offering is expected of Registrable Shares requested to yield aggregate gross proceeds of be registered pursuant to any Demand Notice and pursuant to any related Inclusion Notice received pursuant to the following sentence shall be at least $25 $ 5 million. Upon receipt of any such Demand Notice, the Company shall promptly notify each Holder (but in any event, not later other than five Business Days following the Company’s receipt of such Demand NoticeAssignees) give written notice of the receipt of such Demand Notice and allow him the opportunity to all other Holders that, include Registrable Shares held by him in the proposed registration by submitting his own written notice to its knowledge, hold the Company requesting inclusion of a specified number of such Holder's Registrable Securities Shares (each, a “Demand Eligible Holder”the "Inclusion Notice"). The Company shall promptly file the appropriate Registration Statement (the “In connection with any Demand Registration Statement”in which more than one Holder participates, in the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise the Holders in writing that the total number of Registrable Shares to be included in such offering exceeds the amount that can be sold in (or during the time of) and use its commercially reasonable efforts to effect, at such offering without delaying or jeopardizing the earliest practicable date, success of such offering (including the registration under the Securities Act and under the applicable state securities laws price per share of (A) the Registrable Securities which Shares to be sold), then the Company has been so requested amount of Registrable Shares to register by be offered for the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities account of the same class or series as those requested Holders shall be reduced pro rata on the basis of the number of Registrable Shares to be registered by the Qualified Holder(s) which the Company has been requested each Holder. Each Holder shall be entitled to register by the one Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given Registration pursuant to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to this Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered2. The Holders’ rights to request A registration shall not count as a Demand Registration set forth until it has become effective. It is agreed that the registration of Registrable Shares pursuant to an Inclusion Notice shall not be deemed to be a Demand Registration or a Piggyback Registration. Nothing in this Section 2(b2(a) shall not be exercisable at limit any time if rights of the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement Holders pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement3 hereof.

Demand Registration. (i) Subject At any time on or after the ------------------- Commencement Date, but prior to the terms and conditions Expiration Date, the Holders of this Agreement, a number of Warrants or the holders of Warrant Shares equivalent to at any time and from time least a majority of the total of (1) all Warrant Shares then subject to time after purchase upon exercise of the date that is 90 days after the date Warrants pursuant to Section 2(a) hereof, upon and (2) all Warrant Shares then outstanding have the right hereunder to make a written notice request to the Company (a “Demand Notice”) delivered by to effect one or more Qualified Holders requesting that the Company effect the registration (a “"Demand Registration”") under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by Warrant Shares. Within 20 days after the receipt of such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 millionwritten request for a Demand Registration, the Company shall promptly (but in any eventnotify the Holders of all Warrants and the holders of all Warrant Shares that a Demand Registration has been requested. In addition, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly (1) prepare, file with the appropriate Registration Statement (the “Demand Registration Statement”) Commission and use its commercially reasonable best efforts to effect, at the earliest practicable date, the registration cause to become effective under the Securities Act within 150 days of such demand a Registration Statement with respect to such Warrant Shares, and under to prepare and file with the applicable state Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities laws covered by such Registration Statement and (2) keep such Registration Statement continuously effective until the earlier to occur of (A) the Registrable Securities which date that is 60 days after such effectiveness (the Company has been so requested to register by the Qualified Holder(s"Effectiveness Period") in the Demand Notice, and (B) such period of time as all other Registrable Securities of the same class Warrant Shares included in such Registration Statement shall have been sold thereunder. Any such request will specify the number of Warrant Shares proposed to be sold and will also specify the intended method of disposition thereof. Within 30 days after receipt by any Holder of Warrants or series as those holder of Warrant Shares of such notice from the Company, such Holder or holder may request in writing that such Holder's or holder's Warrant Shares be included in such Registration Statement and the Company shall include in such Registration Statement the Warrant Shares of any such Holder or holder requested to be so included, provided that, with respect to any Holder of Warrants, such Warrants are duly and timely exercised with respect to the Warrant Shares requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to "Included Shares"). Each such request by such other Holders or holders shall specify the Company within five Business Days after the giving number of such written notice by the Company, and (C) any Registrable Securities Included Shares proposed to be offered sold and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods method of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementdisposition thereof.

Demand Registration. (i) Subject to the terms and conditions of this Agreement, Section 2.3 at any time and from time to time after the date that is 90 ninety (90) days after the date hereofClosing Date, upon the Holders of a majority in interest of the then-outstanding number of Registrable Securities shall have the right to make a written notice demand to effect one or more registration statements under the Securities Act covering all of their Registrable Securities (the “Demanding Holders”), by delivering a written demand therefor to the Company (Company, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. Any such request by any Demanding Holder pursuant to this subsection 2.1.1 is referred to herein as a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect Registration Request,” and the registration (so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Demanding Holders making such demand for registration being referred to as the “Initiating Holders”). Subject to Section 2.3, the Demanding Holders shall be entitled to request (and the Company shall be required to effect) under the Securities Act an aggregate of one (other than 1) Demand Registration in any twelve (12)-month period pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Demand Registration shall not be counted for such purposes unless a Registration Statement has become effective; provided, further, that a Demand Registration shall be counted for such purposes if all of the Registrable Securities held requested by such Qualified Holder(s) which offering is expected the Demanding Holders to yield aggregate gross proceeds be registered on behalf of at least $25 million, the Company shall promptly (but Demanding Holders in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”)Registration have been so registered. The Company shall promptly file the appropriate Registration Statement give written notice (the “Demand Registration StatementExercise Notice”) of such Demand Registration Request to each of the Holders of record of Registrable Securities as promptly as practicable but no later than ten (10) Business Days after receipt of the Demand Registration Request. The Company, subject to Section 2.3, shall include in a Demand Registration (a) the Registrable Securities of the Initiating Holders and (b) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration pursuant to Subsection 2.1.1 (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within five (5) calendar days following the receipt of any such Demand Exercise Notice. The Company shall, as expeditiously as possible, but subject to Section 2.3, use its commercially reasonable efforts to effect(i) file or confidentially submit with the Commission (no later than (A) thirty (30) days from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form S-1 or similar long-form registration or (B) thirty (30) days from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form S-3 or any similar short-form registration), at the earliest (ii) cause to be declared effective as soon as reasonably practicable date, the such registration statement under the Securities Act and under the applicable state securities laws of (A) that includes the Registrable Securities which that the Company has been so requested to register by the Qualified Holder(s) in the Demand Noticeregister, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (for distribution in accordance with the intended methods method of dispositiondistribution and (iii) if requested by the Initiating Holders, obtain acceleration of the Registrable Securities effective date of the registration statement relating to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementsuch registration.

Demand Registration. (ia) Subject If the Company is unable to file, cause to be effective or maintain the terms and conditions effectiveness of this Agreementa Shelf Registration Statement as required under Section 2.01, at any time and from time to time after the date that is 90 days after Majority Holder shall have the date hereof, upon right by delivering a written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that to require the Company effect to, pursuant to the registration terms of this Agreement, register under and in accordance with the provisions of the Securities Act all or any portion of its Registrable Shares (a “Demand Registration”) under ). A Demand Notice shall specify the Securities Act (other than pursuant approximate aggregate number of Registrable Shares requested by the Majority Holder to a registration statement on Form S-4 be sold in such Demand Offering and the expected method or Form S-8 or any similar or successor form under the Securities Act) methods of any or all disposition of the applicable Registrable Securities held by such Qualified Holder(s) which offering is expected Shares. Simultaneously with delivery of a Demand Notice to yield aggregate gross proceeds of at least $25 millionthe Company, the Company Majority Holder shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give deliver written notice of the receipt of such Demand Notice to all (A) if delivery of the Demand Notice is on or before the date that is 180 days after the Closing Date, each other Holders thatHolder (if any) that holds Registrable Shares on the date that such Demand Notice is delivered to the Company, or (B) if delivery of the Demand Notice is more than 180 days after the Closing Date, each other One Percent Holder (if any) that holds Registrable Shares on the date that such Demand Notice is delivered to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”)the Company. The Company shall include in the Demand Offering covered by such Demand Notice all Registrable Shares of each Holder with respect to which the Company has received a written request for inclusion therein from such Holder within ten Business Days after the Company has received the Demand Notice; provided, however, that only One Percent Holders are entitled to make a written request for inclusion if the applicable Demand Notice was delivered to the Company more than 180 days after the Closing Date. Following receipt of a Demand Notice, the Company shall use its reasonable best efforts to file as promptly file as reasonably practicable, but not later than 90 days after receipt by the appropriate Company of such Demand Notice (subject to paragraph (c) of this Section 2.02), a Registration Statement relating to the offer and sale of the Registrable Shares requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Holders (the a “Demand Registration Statement”) and shall use its commercially reasonable best efforts to effect, at the earliest practicable date, the registration cause such Registration Statement to be declared effective under the Securities Act and under as promptly as practicable after the applicable state securities laws filing thereof. At any time prior to the effective date of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in such Registration Statement, Holders may withdraw the Demand Notice, (B) all other Registrable Securities of the same class Notice or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given direction to the Company within five Business Days after to include them in the registration, as applicable, by giving of such written notice to the Company. A Demand Notice withdrawn by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) Majority Holder shall count as one of the Registrable Securities to be so registered. The Holders’ rights to request a permitted Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement Registrations pursuant to Section 2(a) 2.03 unless such withdrawal shall have been caused by the occurrence of an event or (y) series of related events that has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a)material adverse effect on the business, and (ii) has otherwise complied with its obligations pursuant to this Agreementassets, condition or results of operations of the Company.

Demand Registration. The Company will provide a list of the names, addresses and number of Warrants held of all current Holders within ten (i10) Subject days of a written request of any Holder for such information. On or after the Commencement Date, the holders of the Warrants and Warrant Shares may require the Company to effect the registration of Warrant Shares. The right to request registration under this Section 5(b) may be exercised on three (3) separate occasions, only unless such request is withdrawn in accordance with the terms hereof. The three (3) rights granted hereunder are distinct and separate from any other rights to request registration which have been granted to any other Person. A request may be delivered prior to the terms and conditions Commencement Date; provided that the registration statement does not have to be declared effective until after such date. A shelf registration may be demanded pursuant to this Section 5(b). These demand registration rights may only be exercised if the holders of this Agreement, at any time and from time to time after a majority of Warrant Shares (whether or not the date that is 90 days after Warrant Shares have been issued) (the date hereof, upon written "Majority Holders") shall give notice to the Company to the effect that holders of Warrants or Warrant Shares intend to (a “Demand Notice”i) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 transfer all or any similar part of the Warrant Shares or successor form (ii) exercise all or any part of the Warrant and transfer all or any part of the Warrant Shares under such circumstances that a public distribution (within the meaning of the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 millionWarrant Shares will be involved, then the Company shall promptly (but in any event, not later than five Business Days following the Company’s A) within ten (10) days after receipt of such Demand Notice) notice shall give written notice of the proposed registration pursuant to this Section 5(b) to the other holders of Warrants and Warrant Shares and (B) within thirty (30) days after receipt of such Demand Notice notice from the Majority Holders, shall file a registration statement pursuant to the Securities Act to the end that all other Warrant Shares the holders of which requested registration thereof either pursuant to the original notice from the Majority Holders thatgiven pursuant to this sentence or by written notice given to the Company during such 30-day period, to its knowledge, hold Registrable may be sold under the Securities (each, a “Demand Eligible Holder”)Act as promptly as is practicable thereafter. The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effectcause any such registration to become effective and to keep the prospectus included therein current for ninety (90) days; provided, at however, that such holders shall furnish the earliest practicable dateCompany with such appropriate information as is required in connection with such registration as the Company may reasonably request in writing and that such holders shall comply with Section 8 of this Agreement. If the managing underwriter for any offering made pursuant to this Section 5(b) (who shall be selected by the Majority Holders, subject to the consent of the Company, which shall not be unreasonably withheld) advises the Company in writing that, in its opinion, the registration under inclusion of all of the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so Warrant Shares requested to register be included in such registration by the Qualified Holder(s) holders of Warrants and Warrant Shares would materially adversely affect the distribution of all such securities, then there shall be included in the Demand Notice, (B) all other Registrable Securities such registration shares of the same class holders of Warrants or series as those requested Warrant Shares pro rata based on the number of shares originally proposed to be registered by each holder of Warrants or Warrant Shares and no other Common Shares shall be included in such registration. A registration will not count as a demand registration under this Section 5(b) until it has become effective and the Qualified Holder(s) which holders of the Warrants or Warrant Shares participating in the demand registration are able to register and sell at least 50% of the Warrant Shares originally requested to be included in such registration. The Company agrees to enter into an underwriting agreement in customary form with the managing underwriter. Such underwriting agreement will contain such representations and warranties by the Company has been requested and such other terms and provisions as are customarily contained in underwriting agreements with respect to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Companysecondary distributions, including, without limitation, indemnities and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementcontribution.

Demand Registration. (ia) Subject to the terms and conditions of this Agreement, at At any time and from time to time after time, a Majority-in-Interest of the date that is 90 days after Holders shall have the date hereofright, upon by written notice (the "Demand Notice") given to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that Company, to request the Company effect to file with the registration (SEC a “Demand Registration”) under the Securities Act (other than pursuant Registration Statement with respect to a registration statement on Form S-4 or Form S-8 all or any similar or successor form under the Securities Act) of any or all portion of the Registrable Securities Shares held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds Holders and/or the Registrable Shares issuable upon conversion of at least $25 millionShares held by such Holders, as designated by such Holders. Upon receipt of any such Demand Notice, the Company shall promptly (promptly, but in any event, not later no event more than five Business Days following the Company’s days after receipt of such Demand Notice) give written notice thereof, notify all other Holders of the receipt of such Demand Notice and, subject to the limitations set forth below, shall include in the proposed registration all other Holders that, Registrable Shares with respect to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by received written requests for inclusion therein within 20 days after delivery of the Qualified Holder(s) Company's notice. In connection with any Demand Registration in which more than one holder of securities participates, in the event that such Demand Notice, Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares and the holders of other securities to be included in such offering that the total number of Registrable Shares and other securities to be included in such offering exceeds the amount that can be sold in (Bor during the time of) all other Registrable Securities such offering without delaying or jeopardizing the success of such offering (including the price per share of the same class or series Registrable Shares and other securities to be sold), then the amount of Registrable Shares and other securities to be offered for the account of such Holders shall be reduced as those follows: first, pro rata on the basis of the number of securities other than (i) Registrable Shares and (ii) shares of stock being registered at the request of holders of the Company's Senior Convertible Preferred Stock, requested to be registered by the Qualified Holder(s) which holders of such securities; and second, pro rata on the Company has been basis of the number of Registrable Shares and shares of Senior Convertible Preferred Stock requested to register be registered by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving holders of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registeredsecurities. The Holders’ rights Holders as a group shall be entitled to request a two Demand Registrations pursuant to this Section 1; PROVIDED, that any Demand Registration set forth in this Section 2(b) shall that does not be exercisable at any time if the Company (i) (x) become effective or is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities maintained for the time period required in accordance with Section 2(a1(c) shall not count as one of such Demand Registrations, except as set forth in Section 1(f); PROVIDED, FURTHER, that if the Demanding Holders have requested inclusion in such Demand Registration and (ii) has otherwise complied with its obligations 75% or less of the securities so requested to be included have been included, the Holders as a group shall be entitled to an additional Demand Registration hereunder on the same terms and conditions as would have applied to the Holders had such earlier Demand Registration not been made. Anything herein to the contrary notwithstanding, the Company shall not be required to effect a Demand Registration pursuant to this AgreementSection 1 within a period of six (6) months after the effective date of any other Demand Registration.

Demand Registration. (a)Upon the earlier of (i) Subject to the terms and conditions fifth anniversary of the date of this AgreementAgreement and (ii) the six-month anniversary of the Company’s IPO, at any time and from time to time after the date that is 90 days after the date hereofCompany agrees that, upon the written notice to request of either RN Stockholder or MTVN Stockholder so long as RN Stockholder or MTVN Stockholder, as applicable, owns at least twenty-five percent (25%) of the Company then outstanding shares of Voting Stock (a the “Demand NoticeInitiating Holders”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”), it will as promptly as reasonably practical (but in any event within 45 days of receipt of such request) prepare and file a registration statement under the Securities Act (a “Registration Statement”, which term will include any amendments thereto and any documents incorporated by reference therein); provided that (i) the Company will not be obligated to effect (x) a Demand Registration if a Registration Statement pursuant to this Section 6.01 or Section 6.02 in which the holders of Registrable Securities had the right to include Registrable Securities was declared effective within 12 months prior to the date of the request for a Demand Registration, so long as the number of Registrable Securities which the holders of Registrable Securities requested to include in such Registration Statement was not reduced pursuant to Section 6.03 or (y) more than one Demand Registration (other than pursuant Demand Registrations taking the form of Shelf Options) for each of RN Stockholder and MTVN Stockholder (for a total of up to a registration statement on Form S-4 or Form S-8 or any similar or successor form two Demand Registrations) under the Securities Actthis Agreement and (ii) of any or all of the Registrable Securities held for which a Demand Registration has been requested will have a value (based on the average closing price per share of the Common Stock (or any successor security) for the ten trading days preceding the delivery of the Initiating Holders’ request for such Demand Registration, or, if such average trading information is not available, as determined in good faith by the Board) of not less than $10,000,000 (or, in the case of a Shelf Option, $5,000,000); provided further that no registration will be counted towards the limitation in clause (i)(y) of the previous proviso unless all Registrable Securities requested to be registered where so registered or such Qualified Holder(s) which offering is expected registration was withdrawn at the request of the Initiating Holders (other than as a result of a material adverse change to yield aggregate gross proceeds the Company). Each such request for a Demand Registration by the Initiating Holders will specify the number of at least $25 millionshares of Registrable Securities proposed to be offered for sale and will also specify the intended method of distribution thereof and, following receipt of such demand, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) will give written notice of the receipt of such Demand Notice Registration to all other Holders that, to its knowledge, hold the holders of Registrable Securities (eachother than the Initiating Holders) as soon as practicable (but in no event less than 30 days before the anticipated filing date), a “Demand Eligible Holder”). The Company shall promptly file and upon the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effectwritten request, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws given within 15 days after delivery of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of any such written notice by the Company, and of any such holder of Registrable Securities (Cother than the Initiating Holders) any to include in such Demand Registration Registrable Securities (which request shall specify the number of Registrable Securities proposed to be included in such registration), the Company will cause all such Registrable Securities to be offered included in such registration on the same terms and sold by conditions as the Company, in each case subject to Section 2(b)(ii), all to Registrable Securities of the extent required to permit Initiating Holders. Upon the disposition written request of Initiating Holders holding at least ten percent (in accordance with the intended methods of disposition10%) of the Registrable Securities to be so registered. The Holders’ rights to request a then outstanding, the Demand Registration set forth shall be effected by filing the Registration Statement on Form S-3 (if such form is available for such offering or, if such form is not available for such offering, other appropriate form) (the “Shelf Registration Statement”) which provides for the sale by the Participating Stockholders of their Registrable Securities from time to time in this Section 2(b) shall not be exercisable at any time if underwritten public offerings pursuant to Rule 415 under the Company Securities Act (the “Shelf Option”); provided that (i) (x) the Initiating Holders may not elect the Shelf Option if the request thereunder is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) connection with or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), would constitute the Company’s IPO and (ii) has otherwise complied with its obligations pursuant to this Agreementthe Initiating Holders may not elect more than one Shelf Option within any 365 day period.

Demand Registration. The Company may include in a Demand Registration or Short-Form Demand Registration pursuant to Section 2.1 securities of the same class as the Registrable Securities for the account of the Company and any other Persons who hold securities of the same class as the Registrable Securities on the same terms and conditions as the Registrable Securities to be included therein; provided, however, that (i) Subject to if the terms and conditions managing Underwriter or Underwriters of this Agreement, at any time and from time to time after the date that is 90 days after the date hereof, upon written notice to underwritten offering described in Section 2.1 have informed the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting in writing that it is their opinion that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) total number of any or all Registrable Securities, and securities of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) same class as the Registrable Securities which the Holders, the Company has been so requested and any other Persons desiring to register by participate in such registration intend to include in such offering is such as to materially and adversely affect the Qualified Holder(s) in success of such offering, then the Demand Notice, (B) all other Registrable Securities number of shares to be offered for the account of the same class Company and for the account of all such other Persons (other than the Holders of Registrable Securities) participating in such registration shall be reduced or series as those limited pro rata in proportion to the respective number of shares requested to be registered to the extent necessary to reduce the total number of shares requested to be included in such offering to the number of shares, if any, recommended by such managing Underwriter or Underwriters, (ii) if, in the Qualified Holder(sevent that following a reduction or limitation pursuant to the preceding clause (i) of all the securities which the Company has been and such other Persons intended to include in such offering, the managing Underwriter or Underwriters inform the Company in writing that the total number of Registrable Securities which the holders thereof intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of shares to be offered for the account of the holders of Registrable Securities participating in such offering shall be reduced or limited pro rata in proportion to their respective total number of Registrable Securities owned by such Holders, to the extent necessary to reduce the total number of shares requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given be included in such offering to the number of shares, if any, recommended by such managing Underwriter or Underwriters, (iii) if the managing Underwriter or Underwriters of any underwritten offering described in Section 2.1 have informed the Company within five Business Days after or Investors in writing that it is their opinion that the giving inclusion of Registrable Securities owned, directly or indirectly, by Xxxxxxx X. Xxxx would materially and adversely affect the success of such written notice by offering, then the portion of such Registrable Securities deemed to have such effect shall be excluded from such offering, and (iv) if the offering is not underwritten, no other Person, including the Company, and (C) shall be permitted to offer securities under any Registrable Securities to be offered and sold by such Demand Registration or Short-Form Demand Registration unless the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods Holders of disposition) a majority of the Registrable Securities participating in the offering consent to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation inclusion of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementsuch shares therein.

Demand Registration. The holders may: (i) Subject on two (2) ------------------- occasions require the Company to effect the registration of Warrant Shares issued or issuable hereunder on Form S-3 (or any successor form thereto, a "Short Form Registration), provided that the Company is eligible to use such form for such registration; and (ii) in the event a Short Form Registration is unavailable at the time of such request on one (1) occasion, require the Company to effect the registration (but not for when-issued trading) of Warrant Shares issued and issuable hereunder on Form S-1 (or any successor form thereto, a "Long Form Registration"), in each case pursuant to the terms and conditions provisions of this Agreement, at any time Section 6.1(b). If holders of Warrant Shares issued and from time to time after the date that is 90 days after the date hereof, upon written issuable hereunder shall give notice to the Company to the effect that such holders desire to transfer Warrant Shares issued and issuable hereunder pursuant to a public distribution (a “Demand Notice”) delivered by one or more Qualified Holders requesting that within the meaning of the Securities Act), then the Company effect the registration shall, reasonably promptly after receipt of such notice (a “Demand Registration”) under the Securities Act (other than pursuant to but in any event within 45 days after receipt of such notice), file a registration statement on Form S-4 or Form S-8 or any similar or successor the specified form under pursuant to the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected Act and cause Warrant Shares to yield aggregate gross proceeds of at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration be registered under the Securities Act and qualified under the applicable state securities or blue sky laws of (A) any state reasonably requested by a prospective seller, to the Registrable end that such Warrant Shares may be sold by the holders thereof under the Securities which Act and pursuant to the securities or blue sky laws of the jurisdictions requested, as promptly as is reasonably practicable thereafter and the Company has will use its commercially reasonable best efforts to cause any such registration to become effective and to keep the prospectus included therein current until the distribution shall have been so requested completed (but in any case not to register exceed 90 days after the effective date of such registration statement); provided that such holders shall furnish the Company with such appropriate information in connection therewith as the Company may reasonably request in writing. Notwithstanding the foregoing, the Company shall not be required to effect any registration hereunder for less than 50,000 Warrant Shares (subject to appropriate adjustment in the case of stock dividends, stock splits, recapitalizations and the like) unless the registration covers all of the remaining Warrant Shares purchased or purchasable by the Qualified Holder(sholder hereunder. The managing underwriters, if any, for any offering made pursuant to this Section 6.1(b) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to shall be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice selected by the Company, and (Csubject to the consent of the holder, which consent shall not be unreasonably withheld. The Company will not include in a registration pursuant to this Section 6.1(b) any Registrable Securities securities which are not Warrant Shares without the prior written consent of the parties requiring such registration hereunder, which consent will not be unreasonably withheld with respect to any shares to be offered issued and sold therein by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreement.

Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 1.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if (i) Subject to the terms and conditions of this Agreement, at any time and from time to time after the date that is 90 days after the date hereof, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (request was initiated by the Holders of a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all majority of the Registrable Securities held by such Qualified Holder(s) which offering and the registration request is expected to yield aggregate gross proceeds of subsequently withdrawn at least $25 million, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice request of the receipt Holders of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) majority of the Registrable Securities to be so registered (in which case all participating Holders shall bear such expenses in proportion to the number of Registrable Securities proposed to be registered. The Holders’ rights ), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2(a)(ii)(A); (ii) the registration request was initiated by the Holders of a Demand Registration set forth majority of the Series D Preferred Stock (or the Common Stock issued upon conversion thereof) and the registration request is subsequently withdrawn at the request of the Holders of a majority of the Series D Preferred Stock (or the Common Stock issued upon conversion thereof) to be registered (in this which case all participating Holders shall bear such expenses in proportion to the number of Registrable Securities proposed to be registered), unless the Holders of a majority of the Series D Preferred Stock (or the Common Stock issued upon conversion of thereof) agree to forfeit their right to one demand registration pursuant to Section 2(b1.2(a)(ii)(B); (iii) the registration request was initiated by the Holders of a majority of the Series E Preferred Stock (or the Common Stock issued upon conversion thereof) and the registration request is subsequently withdrawn at the request of the Holders of a majority of the Series E Preferred Stock (or the Common Stock issued upon conversion thereof) to be registered (in which case all participating Holders shall bear such expenses in proportion to the number of Registrable Securities proposed to be registered), unless the Holders of a majority of the Series E Preferred Stock (or the Common Stock issued upon conversion thereof) agree to forfeit their right to one demand registration pursuant to Section 1.2(a)(ii)(C); (iv) the registration request was initiated by the Holders of a majority of the Series E-1 Preferred Stock (or the Common Stock issued upon conversion thereof) and the registration request is subsequently withdrawn at the request of the Holders of a majority of the Series E-1 Preferred Stock (or the Common Stock issued upon conversion thereof) to be registered (in which case all participating Holders shall bear such expenses in proportion to the number of Registrable Securities proposed to be registered), unless the Holders of a majority of the Series E-1 Preferred Stock (or the Common Stock issued upon conversion thereof) agree to forfeit their right to one demand registration pursuant to Section 1.2(a)(ii)(D); or (v) the registration request was initiated by the Holders of a majority of the Series G Preferred Stock (or the capital stock issued upon conversion thereof, determined on an as converted to Common Stock basis) and the registration request is subsequently withdrawn at the request of the Holders of a majority of the Series G Preferred Stock (or the capital stock issued upon conversion thereof, determined on an as converted to Common Stock basis) to be registered (in which case all participating Holders shall bear such expenses in proportion to the number of Registrable Securities proposed to be registered), unless the Holders of a majority of the Series G Preferred Stock (or the capital stock issued upon conversion thereof, determined on an as converted to Common Stock basis) agree to forfeit their right to one demand registration pursuant to Section 1.2(a)(ii)(E), provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be exercisable at required to pay any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement such expenses and shall retain their rights pursuant to Section 2(a1.2(a)(ii)(A), (B), (C), (D) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(aE), and (ii) has otherwise complied with its obligations pursuant to this Agreementas applicable.

Demand Registration. (i) Subject to The Company shall, upon the terms and conditions written demand of this Agreement, the Shareholder at any time and from time to time after the date that is 90 days after closing of the date hereofInitial Public Offering by the Company, upon written notice use its reasonable best efforts to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “the "Demand Registration”") under the Securities Act of such number of Registrable Securities held by the Shareholder as shall be indicated in a written demand sent to the Company by the Shareholder; provided, however, that (i) the Company shall only be obligated to effect one Demand Registration per calendar year and a total of two Demand Registrations; (ii) the Company shall not be required to register in any Demand Registration an amount of Registrable Securities representing less than 2% of the number of shares of Series A Common Stock then-outstanding or $5,000,000 in market value, whichever is less (except that the Shareholder shall in any event be entitled to Demand Registration of all, but not less than all, the Registrable Securities then held by it); (iii) a Demand Registration shall not count as such until it has become effective and the Shareholder has been able to register and sell at least 90% of the Registrable Securities requested to be included in such registration, provided that if, after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other than order or requirement of the Commission or other governmental entity or court, such registration shall be deemed not have been effected unless such stop order, injunction or other order or requirement shall subsequently have been vacated or otherwise removed; (iv) a Demand Registration shall not count as such if the Company (or any other shareholder of the Company) offers any of its securities pursuant to a registration statement on Form S-4 initiated in response to a demand by the Shareholder (such registration being, instead, treated as a Piggyback Registration as provided below); and (v) the Company shall not be required to effect a Demand Registration if counsel for the Company reasonably acceptable to the Shareholder shall deliver to the Shareholder an opinion reasonably acceptable to counsel for the Shareholder that, pursuant to Rule 144 under the Securities Act or Form S-8 or any similar or successor form otherwise, the Shareholder can sell Registrable Securities proposed to be included in the Demand Registration without registration under the Securities Act, without limitation as to the number of Registrable Securities that are proposed to be sold by the Shareholder. The Company shall pay all expenses in connection with a registration initiated as a Demand Registration that, by reason of the application of the immediately preceding sentence, does not count as a Demand Registration. If a Demand Registration is initiated by the Shareholder, and the Company (or any other shareholder of the Company with similar registration rights) then wishes to offer any of its securities in connection with the registration, then the registration shall be considered a Piggyback Registration (as defined in Section 2.2) and the provisions of Section 2.2 and not this Section 2.1 shall apply. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering with a price range acceptable to the Shareholder, the Company will include in such registration prior to the inclusion of any or all securities that are not Registrable Securities the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering. Upon receipt of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 millionPurchaser's written demand, the Company shall promptly expeditiously (but in any event, not later than five Business Days following the Company’s receipt of such Demand Noticeevent within 90 days) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, file a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration statement under the Securities Act for the Registrable Securities and under use its best efforts to have such registration statement declared effective as soon as practicable after the applicable state securities laws of filing thereof; provided that (A) the Registrable Securities which the Company has been so requested shall not be required to register by the Qualified Holder(s) cause any special audit to be undertaken in the Demand Notice, connection with any such registration and (B) all other Registrable Securities the Company shall not be required to file any registration statement during any period of time (not exceeding 90 days) when (I) the Company is contemplating a public offering of its securities and, in the judgment of the same class managing underwriter thereof (or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and if such offering is not underwritten) such filing would have a material adverse effect on the contemplated offering, (CII) the Company is in possession of material information that it deems advisable not to disclose in a registration statement or (III) the Company is engaged in any Registrable Securities program for the repurchase of voting securities of the Company. The Shareholder shall have the right to be offered and sold by select the underwriters for a Demand Registration, subject to the approval of the Company, in each case subject to Section 2(b)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall which approval will not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementunreasonably withheld.

Demand Registration. At any time after (i) Subject to the terms and conditions of this Agreement, at any time and from time to time after the date that is 90 days two (2) years after the date hereofEffective Date, upon written notice to the Company (a “Demand Notice”) delivered by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) unless prior thereto Parent has registered under the Securities Act (other than any of the Company's Common Stock held, directly or indirectly, by Parent for sale to the public pursuant to a registration statement on Form S-4 an underwritten public offering or Form S-8 or continuous offering stock program; and (ii) the expiration of any similar or successor form under "lock-up period" during which the Securities ActCompany, in connection with an Initial Public Offering, agrees with an underwriter not to sell Additional Shares of Common Stock, then holders of not less than fifty percent (50%) of any the then total number of Registrable Shares, as to which Warrants have been exercised or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least $25 millionare then exercisable, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give may make a written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the request for registration under the Securities Act and under the applicable state securities laws of (A) the all or part of their Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request Shares (the “"Demand Eligible Holder Request”Registration") given to for the public disposition of such Registrable Shares. The Company within five Business Days shall, as soon as reasonably practicable after the giving receipt of such written notice by request, notify all other holders of Registrable Shares, as to which Warrants have been been exercised or are then exercisable, of the Company's receipt of such written request, and (C) any offer such holders the opportunity to include their Registrable Shares, as to which Warrants have been exercised or are then exercisable, in such Demand Registration. The Company shall then use reasonable best efforts to register under the Securities Act the Registrable Shares proposed to be offered and sold by such holders and to keep such Demand Registration open for ninety (90) days; provided, however, that the CompanyCompany shall not be obligated (i) to effect the Demand Registration unless it has previously consummated an Initial Public Offering, in each case subject (ii) to effect the Demand Registration covering less than fifty percent (50%) of the then total number of Registrable Shares, or (iii) to effect more than one (1) Demand Registration under this Section 2(b)(ii), all 7.2; provided that if the Registrable Shares proposed to be sold by such holders were not sold pursuant to the extent required Demand Registration, other than because such holders elected not to permit sell their Registrable Shares, the disposition (holders of any number of Registrable Shares shall be entitled to make a written request for additional Demand Registrations in accordance with the intended methods procedures of dispositionthis Section 7.2 until such Registrable Shares initially proposed to be sold by such holders have been sold (except that a request for an additional Demand Registration may not be made until six (6) months after the effective date of the Registration Statement effected in response to any previous Demand Registration); and provided, further, that the Demand Registration shall be subject to the provisions of Section 7.4 hereof. A request for the Demand Registration will specify the number of Registrable Securities Shares proposed to be so registeredsold. The Holders’ rights to request a A registration will not count as the Demand Registration set forth in this Section 2(b) shall until the registration statement relating thereto has become effective and been kept open for not be exercisable at any time if the Company (i) (x) is not in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all Registrable Securities in accordance with Section 2(a), and (ii) has otherwise complied with its obligations pursuant to this Agreementless than 90 days.