Common use of Demand Registration Clause in Contracts

Demand Registration. (a) If at any time after the date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice"), then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”).

Demand Registration. (aSubject to Section 2.1(c) If and 2.3 hereof, at any time on or after the first anniversary of the closing date of this Agreement the IPO, each Holder may deliver to the Company receives a request from written notice (a Holder “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of their Registrable Securities registered for sale by the Company (a “Demand Registration”). Each Demand Registration Notice shall specify the number of Registrable Securities to be registered by the Company. Upon receipt of the Demand Registration Notice, if the Company has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file a Registration Statement on Form S-1 covering with, and has been declared effective by, the resale Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Registrable Securities held by such Holder Commission (a "Demand Notice"in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2), then the Company shall (i) within five (5) days after will cause to be filed with the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) Commission as soon as reasonably practicablepracticable after receiving the Demand Registration Notice, but in no event later more than ninety (90) days following receipt of such notice, a new registration statement and related prospectus that complies as to form in all material respects with applicable Commission rules providing for the Filing Date, file with sale by such Holder or group of Holders of the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities of (the Holder that provided the “Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement”), and agrees (subject to Section 2.2 hereof) the “Plan of Distribution” attached hereto as Annex A. The Company shall to use its commercially reasonable best efforts to cause the Demand Registration Statement to be declared effective under by the Securities Act Commission as soon as practicable butfollowing the filing thereof (if it is not an automatically effective shelf registration statement). The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders of Registrable Securities as soon as practicable, and each Holder of Registrable Securities who wishes to participate in any event, no later than such Demand Registration Statement shall notify the Effectiveness DateCompany in writing within five (5) Business Days after the receipt by the Holder of the notice from the Company, and shall use its reasonable best efforts to keep specify in such notice the Registration Statement effective under the Securities Act until the date when all number of Registrable Securities covered by to be included in the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”).Demand Registration

Demand Registration. i) At the later to occur of (ai) If at one year following the closing of any time after initial public offering of the Company's securities, and (ii) that date of this Agreement upon which the Company receives is eligible to register the Warrant Shares for resale on a Form S-3, the Holder may deliver a written request from a (the "Notice") executed by the Holder and requesting registration of the resale by Holder of Registrable Securities that all of the Purchased Shares. As soon as practicable after receipt of the Notice, the Company shall at its sole cost and expense file a Registration Statement registration statement with the Commission on Form S-1 S-3 or any successor form, under the Securities Act, covering the issuance of the Warrant Shares issuable to the Holder upon exercise of the Warrant or the resale of the Registrable Securities held Warrant Shares issuable upon exercise of the Warrant by the Holder. The Company will use its best efforts to have such Holder (a "Demand Notice"), then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) registration statement declared effective as soon as reasonably practicablepossible thereafter, but in no event later than and shall keep such registration statement current and effective until such time as the Filing Date, Warrant Shares issuable upon exercise of the Warrant may be sold by the Holder at any time without restriction or pursuant to the provisions of Rule 144(k) of the Commission or until such earlier date as all of the Purchased Shares registered pursuant to such registration statement shall have been sold or otherwise transferred by the Holder to a third party. The Company shall also prepare and file with the Commission a Registration Statement on Form S-1 covering such amendments and supplements to such registration statement (and the resale of all Registrable Securities of prospectus used in connection therewith) as may be necessary to update and keep such registration statement (and the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20prospectus used in connection therewith) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing current and effective Registration Statement The Registration Statement shall be for an offering such three-year period and to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from comply with the Commission upon a review provisions of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than with respect to the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when sale of all Registrable Securities securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”)such registration statement.

Demand Registration. Upon the written request (aa “Notice”) If by Holders collectively owning at any time after the date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale least 5% of the then-outstanding Registrable Securities held by such Holder (a "Demand Notice")Securities, then the Company Partnership shall (i) within five (5) days after file with the date it receives the Demand NoticeCommission, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later more than 90 days following the Filing Datereceipt of the Notice, file with a registration statement (each a “Registration Statement”) under the Commission a Registration Statement on Form S-1 covering Securities Act providing for the resale of all such Registrable Securities (which may, at the option of the Holder Holders giving such Notice, be a registration statement under the Securities Act that provided provides for the Demand Notice and any additional resale of such Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415415 from time to time by the Holders). There shall be no limit on the number of Registration Statements that may be required by the Holders pursuant to this Section 2.01. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company Partnership shall use its commercially reasonable best efforts to cause the each Registration Statement to be declared effective under by the Securities Act Commission as soon as reasonably practicable but, in after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any event, no later than the Effectiveness Datemethod or combination of methods legally available to, and shall use its reasonable best efforts to keep requested by, the Registration Statement effective under the Securities Act until the date when Holders of any and all such Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all such Registrable Securities by the Holders until all such Registrable Securities covered by such Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and shall not 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 (in the case of any prospectus contained in such Registration Statement, in light of the circumstances under which a statement is made).

Demand Registration. (a) If at any time The Holders shall have the right after the date of this Agreement the Company receives IPO Date to request in writing (a "Request") (which request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of shall specify the Registrable Securities held intended to be disposed of by such Holder Holders and the intended method of distribution thereof, including in a Rule 415 Offering, if DSW is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) that DSW register such portion of such Holders' Registrable Securities as shall be specified in the Request (a "Demand NoticeRegistration")) by filing with the Commission, then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicablepracticable thereafter, but not later than the 30th day (or the 45th day if the applicable registration form is other than Form S-3) after the receipt of such a Request by DSW, a registration statement (a "Demand Registration Statement") covering such Registrable Securities, and DSW shall use its best efforts to have such Demand Registration Statement declared effective by the Commission as soon as practicable thereafter, but in no event later than the Filing Date75th day (or the 90th day if the applicable registration form is other than Form S-3) after the receipt of such a Request, file 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 which such Demand Registration Statement is declared effective (or for such shorter period which will terminate when all of the Registrable Securities covered by such Demand 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 on Form S-1 covering or the resale of all Registrable Securities of the Holder that provided related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Notice and any additional Registrable Securities requested Registration Statement, if required by the other Holders rules, regulations or instructions applicable to be included thereinthe registration form used by DSW for such Demand Registration Statement or by the Securities Act, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i)Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided PROVIDED that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The period during which the Demand Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable butremain Continuously Effective shall, in the case of an Underwritten Offering, be extended for such period (if any) as the underwriters shall reasonably require, including to satisfy, in the judgment of counsel to the underwriters, any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered prospectus delivery requirements imposed by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”)applicable law.

Demand Registration. (a) If at At any time after beginning six months from the date of this Agreement and for a period of three years thereafter, the Holder may make one written request for registration under the Securities Act, (a "Demand Registration") of all or part of Holder's Registrable Securities (but such part, together with the number of securities requested by other Approved Investors, to be included in such Demand Registration pursuant to this Section 2, shall have an estimated market value at the time of such request (based upon the then market price of a share of Common Stock of the Company) of at least $250,000. Notwithstanding the foregoing, the Company receives shall not be required to file any registration statement on behalf of the Holder within twelve months after the effective date of any earlier registration statement so long as the Holder was given a notice offering it the opportunity to sell Registrable Securities under the earlier registration statement and the Holder did not request that its Registrable Securities be included; provided, however, that if Holder requested that its Registrable Securities be included in the earlier registration statement but not all were so included through no fault of the Investor, the Investor may, but shall not be obligated to, require the Company to file another registration statement pursuant to a Demand Registration. Within fifteen (15) days after receipt of a request from for a Holder Demand Registration, the Company shall give written notice (the "Notice") of such request to all other Approved Investors and shall include in such registration all Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice"), then the Company shall (i) has received written requests for inclusion therein within five (5) 15 days after the date it receives Notice is given (the Demand Notice"Requested Securities"). Thereafter, give notice thereof the Company may elect to all other Holders and (ii) as soon as reasonably practicable, but include in no event later than such registration additional shares of Common Stock to be issued by the Filing Date, file with Company. All requests made pursuant to this Section 2 shall specify the Commission a Registration Statement on Form S-1 covering the resale aggregate number of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”)registered.

Demand Registration. (a) If at any time after the date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice")On or prior to each Filing Date, then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders prepare and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all of the Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need are not include Registrable Securities already covered by then registered on an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, subject to the provisions of Section 2(e)) and shall contain (except if unless otherwise required pursuant directed by at least 50% in interest of the Holders or to written comments received from the Commission upon a review of such Registration Statementmake any disclosure contained therein not misleading) substantially the “Plan of Distribution” attached hereto as Annex A. The A and substantially the “Selling Stockholder” section attached hereto as Annex B. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as soon promptly as practicable butpossible after the filing thereof, but in any event, event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date when that all Registrable Securities covered by the such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(b)(i) promulgated 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the Securities Act counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus to be used in connection with the sale or other disposition of the securities covered thereby, and shall, if requested, provide the Holders with copies of such final Prospectus.

Demand Registration. Upon the written request (aa “Notice”) If by MLP Holdco or by Holders owning at any time after the date of this Agreement the Company receives a request from a Holder of least one million then-outstanding Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice"subject to adjustment pursuant to Section 3.04), then the Company Partnership shall (i) within five (5) days after file with the date it receives the Demand NoticeCommission, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later more than 90 days following the Filing Datereceipt of the Notice, file with a registration statement (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities (which may, at the option of the Holders giving such Notice, be a registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”)). The Partnership shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission a as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement on Form S-1 covering shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the such Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and shall not 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. There shall be no limit on the number of Registration Statements that may be required by the Holders hereunder.

Demand Registration. (a) If at any time after On or prior to the date of this Agreement (the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand NoticeFiling Date"), then the Company shall (i) within which is forty-five (545) days after the date it receives on which a request (a "Demand") is given by a Holder to the Demand NoticeCompany, give notice thereof to all other Holders the Company shall prepare and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 pursuant to Rule 415 covering the offering and resale of all or any portion of the Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be and representing not less than 5,000,000 Common Shares or Common Shares having an aggregate market value of at least $5,000,000, or if Rule 415 is not available for an offering offers or sales of the Registrable Securities, for such other means of distribution of Registrable Securities as the Holder may reasonably request (or, at the Holder's option to be made on delay such registration) (a continuous basis pursuant to Rule 415"Demand Registration"). The Registration Statement required hereunder shall be on Form S-3 or Form F-3, as applicable (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3 or Form F-3, in which case the Registration shall be on Form S-1 or F-1 or another appropriate form as shall be selected by the Company upon advice of its counsel). The Registration Statement required hereunder shall contain (except if otherwise required pursuant directed by the Holder) a section substantially similar to written comments received from the Commission upon a review of such Registration Statement) the “"Plan of Distribution” " attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon promptly as practicable butpossible after the filing thereof, in any event, but no later than 120 days following the filing thereof (the "Effectiveness Date"), and shall use its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and supplements) until the date when all Registrable Securities covered by the under such Registration Statement have been sold or may be sold without volume restrictions disposed of pursuant to Rule 144(b)(i) promulgated under the such Registration Statement or have otherwise ceased to be Registrable Securities Act (the “"Effectiveness Period”").

Demand Registration. (a) If at any time after Upon the date of this Agreement the Company receives a written request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand “Notice")”) by one or more Holders, then EVA shall promptly file with the Company shall (i) within five (5) days after the date it receives the Demand NoticeCommission, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later more than 30 days following the Filing Datereceipt of the Notice, file with a registration statement (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities (which may, at the option of the Holders giving such Notice, be a registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”). EVA shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission a or otherwise become effective as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement on Form S-1 covering shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. EVA shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the such Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and shall not 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. There shall be no limit on the number of Registration Statements that may be required by the Holders hereunder.

Demand Registration. (a) If Subject to Section 6.1(b), at any time after and from time to time, Sponsor Holdings or SHUSA (the date of this Agreement “Requesting Demand Shareholder”) may, in a written notice (a “Demand Notice”) to the Company receives a Company, request from a Holder of Registrable Securities that the Company file a registration statement (a “Demand Registration Statement”) under the Securities Act covering the registration of all or a portion of such Requesting Demand Shareholder’s Registrable Securities, as specified in the Demand Notice. Upon the receipt of such Demand Notice, the Company shall use reasonable efforts to file a Demand Registration Statement on Form S-1 covering providing for the resale registration under the Securities Act of the Registrable Securities held which the Company has been so requested to register by such Holder (a "Requesting Demand Notice")Shareholders, then to the Company shall (i) within five (5) days after extent necessary to permit the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but disposition of such Registrable Securities in no event later than the Filing Date, file accordance with the Commission a Registration Statement on Form S-1 covering the resale intended methods of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as distribution thereof specified by each in such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Daterequest, and shall use its reasonable best efforts to keep the have such Demand Registration Statement declared effective under by the Securities Act until Commission as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for a period of time necessary following the date on which such Demand Registration Statement is declared effective for 60 days or such shorter period which will terminate when all of the Registrable Securities covered by the such Demand Registration Statement have been sold pursuant thereto (including, if necessary, by filing with the Commission a post-effective amendment or may be sold without volume restrictions pursuant a supplement to Rule 144(b)(i) promulgated under the Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Demand Registration Statement or by the Securities Act (Act, any state securities or “blue sky” laws, or any other rules and regulations thereunder). Within five days after receipt by the “Effectiveness Period”Company of a Demand Notice in accordance with this Section 6.1(a), the Company shall give written notice of such Demand Notice to all other holders of Registrable Securities.

Demand Registration. Upon the written request (aa “Notice”) If by Holders owning at any time after the date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale least 1 million of the then-outstanding Registrable Securities held by such Holder (a "Demand Notice")Securities, then subject to adjustment pursuant to Section 3.04, the Company shall (i) within five (5) days after file with the date it receives the Demand NoticeCommission, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later more than 90 days following the Filing Datereceipt of the Notice, file with a registration statement (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities (which may, at the option of the Holders giving such Notice, be a registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”)). The Company shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission a as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement on Form S-1 covering shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Company shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the such Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and shall not 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. There shall be no limit on the number of Registration Statements that may be required by the Holders hereunder.

Demand Registration. Upon the written request (aa “Notice”) If by CEG or by any other Holder(s) owning at any time after least ten percent (10%) of the date of this Agreement the Company receives a request from a Holder of then-outstanding Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice"subject to adjustment pursuant to Section 3.04), then the Company Partnership shall (i) within five (5) days after file with the date it receives the Demand NoticeCommission, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later more than 90 days following the Filing Datereceipt of the Notice, file with a registration statement (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities (which may, at the option of the Holders giving such Notice, be a registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”)). The Partnership shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission a as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement on Form S-1 covering shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the such Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and shall not 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. There shall be no limit on the number of Registration Statements that may be required by the Holders hereunder.

Demand Registration. (a) If at any time after the date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice")On or prior to each Filing Date, then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders prepare and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all of the Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need are not include Registrable Securities already covered by then registered on an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, subject to the provisions of Section 2(d)) and shall contain (except if unless otherwise required pursuant directed by at least 85% in interest of the Holders or to written comments received from the Commission upon a review of such Registration Statementmake any disclosure contained therein not misleading) substantially the “Plan of Distribution” attached hereto as Annex A. The A and substantially the “Selling Stockholder” section attached hereto as Annex B. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as soon promptly as practicable butpossible after the filing thereof, but in any event, event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date when that all Registrable Securities covered by the such Registration Statement have been sold or may cease to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”). The Company shall notify the Holders via e-mail of the effectiveness of a Registration Statement as promptly as practicable, and shall, if requested, provide the Holders with copies of the final Prospectus to be used in connection with the sale or other disposition of the securities covered thereby.

Demand Registration. (a) If at any time after the date After receipt of this Agreement the Company receives a written request from a Holder requesting that the Company effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 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 or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, 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 file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice")shall, then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon expeditiously as reasonably practicableis possible, but in any event no event later than the Filing Datethirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 5 below) after receipt of a written request for a Demand Registration, file with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice SEC and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable butpractical after the filing thereof a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which the Company has been so requested to register by such Holders ("Participating Demand Holders"), to the extent required to permit the disposition (in any eventaccordance with the intended method or methods thereof, no later than as aforesaid) of the Effectiveness DateRegistrable Securities so registered; provided, and shall use its reasonable best efforts however, that the aggregate number of the Registrable Securities requested to keep be registered constitute at least 10% of the Registration Statement effective under initial amount of the Registrable Securities Act until the date when or include all Registrable Securities covered which remain outstanding at such time; provided further that, the Company may, if permitted by applicable Laws and Regulations, utilize the Shelf Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”)satisfy its obligations hereunder.

Demand Registration. i) At the later to occur of (aI) If at one year following the closing of any time after initial public offering of the Company=s securities, and (ii) that date of this Agreement upon which the Company receives is eligible to register the Warrant Shares for resale on a Form S-3, the Holder may deliver a written request from a (the "Notice") executed by the Holder and requesting registration of the resale by Holder of Registrable Securities that all of the Purchased Shares. As soon as practicable after receipt of the Notice, the Company shall at its sole cost and expense file a Registration Statement registration statement with the Commission on Form S-1 S-3 or any successor form, under the Securities Act, covering the issuance of the Warrant Shares issuable to the Holder upon exercise of the Warrant or the resale of the Registrable Securities held Warrant Shares issuable upon exercise of the Warrant by the Holder. The Company will use its best efforts to have such Holder (a "Demand Notice"), then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) registration statement declared effective as soon as reasonably practicablepossible thereafter, but in no event later than and shall keep such registration statement current and effective until such time as the Filing Date, Warrant Shares issuable upon exercise of the Warrant may be sold by the Holder at any time without restriction or pursuant to the provisions of Rule 144(k) of the Commission or until such earlier date as all of the Purchased Shares registered pursuant to such registration statement shall have been sold or otherwise transferred by the Holder to a third party. The Company shall also prepare and file with the Commission a Registration Statement on Form S-1 covering such amendments and supplements to such registration statement (and the resale of all Registrable Securities of prospectus used in connection therewith) as may be necessary to update and keep such registration statement (and the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20prospectus used in connection therewith) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing current and effective Registration Statement The Registration Statement shall be for an offering such three-year period and to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from comply with the Commission upon a review provisions of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than with respect to the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when sale of all Registrable Securities securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”)such registration statement.

Demand Registration. Upon the written request (aa “Notice”) If by GPM or by any other Holder(s) owning at any time after least ten percent (10%) of the date of this Agreement the Company receives a request from a Holder of then-outstanding Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice"subject to adjustment pursuant to Section 3.04), then the Company Partnership shall (i) within five (5) days after file with the date it receives the Demand NoticeCommission, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later more than 90 days following the Filing Datereceipt of the Notice, file with a registration statement (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities (which may, at the option of the Holders giving such Notice, be a registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”)). The Partnership shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission a as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement on Form S-1 covering shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the such Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and shall not 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. There shall be no limit on the number of Registration Statements that may be required by the Holders hereunder.

Demand Registration. (a) If The Holders shall have the right, at any time during the Pre-Distribution Period and after the date IPO Date (and the expiration of this Agreement any lockup period to which the Company receives Holders may be subject in connection with the IPO), to request in writing (a "Request") (which request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of shall specify the Registrable Securities held intended to be disposed of by such Holder Holders and the intended method of distribution thereof, including in a Rule 415 Offering, if ADESA is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) that ADESA register such portion of such Holders' Registrable Securities as shall be specified in the Request (a "Demand NoticeRegistration")) by filing with the Commission, then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicablepracticable thereafter, but not later than the 30th day (or the 45th day if the applicable registration form is other than Form S-3) after the receipt of such a Request by ADESA, a registration statement (a "Demand Registration Statement") covering such Registrable Securities, and ADESA shall use its commercially reasonable best efforts to have such Demand Registration Statement declared effective by the Commission as soon as practicable thereafter, but in no event later than the Filing Date75th day (or the 90th day if the applicable registration form is other than Form S-3) after the receipt of such a Request, file 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 which such Demand Registration Statement is declared effective (or for such shorter period which will terminate when all of the Registrable Securities covered by such Demand 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 on Form S-1 covering or the resale of all Registrable Securities of the Holder that provided related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Notice and any additional Registrable Securities requested Registration Statement, if required by the other Holders rules, regulations or instructions applicable to be included thereinthe registration form used by ADESA for such Demand Registration Statement or by the Securities Act, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i)Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided PROVIDED that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The period during which the Demand Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable butremain Continuously Effective shall, in the case of an Underwritten Offering, be extended for such period (if any) as the underwriters shall reasonably require, including to satisfy, in the judgment of counsel to the underwriters, any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered prospectus delivery requirements imposed by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”)applicable law.

Demand Registration. Subject to the conditions set forth in this Agreement, while any Registrable Shares are outstanding, the Company, upon the written request for the registration under the Securities Act of all of the Registrable Shares of any Holder who, for any reason, is unable, at the time that such Holder makes the request, to sell its Registrable Shares pursuant to Rule 144 under the Securities Act made more than 55 days following the date hereof shall (ai) If at any time promptly give written notice of the proposed registration to all other Holders, and (ii) cause to be filed, in accordance with the terms hereof, as soon as practicable after the date of this Agreement the Company receives a such request from a Holder of Registrable Securities that the Company file by such requesting Holder, a Registration Statement on Form S-1 covering S-3 under Rule 415 under the resale Securities Act relating to the sale by the Holder of all of the Registrable Securities Shares held by such Holder (a "Demand Notice"), then together with all of the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities of the any other Holder that provided the Demand Notice and any additional Registrable Securities requested by the other or Holders to be included therein, joining in such request as specified in a written request delivered by each or on behalf of such other Holder or Holders within twenty (20) 15 calendar days after such Holder has received delivery of the above-described notice from the Company pursuant to clause Company), and (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statementiii) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the such Registration Statement to be declared effective under by the Securities Act SEC as soon as practicable butthereafter. The Company, in its sole discretion, may elect to file the Registration Statement before receipt of notice from any event, no later than the Effectiveness Date, and shall Holder. The Company agrees to use its reasonable best efforts to keep the Registration Statement continuously effective thereafter until the date on which each Holder whose Shares are covered by such Registration Statement becomes eligible to sell any portion of such Holder's Registrable Shares pursuant to Rule 144 under the Securities Act until Act. Notwithstanding the date when all Registrable Securities covered by foregoing, the Registration Statement Company shall not be obligated, but shall have been sold the right, to take any action to effect any such registration, qualification or may be sold without volume restrictions compliance pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”).this Section 2(a):

Demand Registration. (a) If at At any time ninety (90) days after the date closing of this Agreement the Company receives Offering, the holders of a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale majority of the Registrable Securities held by such Holder (a "Demand Notice"), then outstanding may request registration under the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale Securities Act of all of the Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need are not include Registrable Securities already covered by then registered on an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 or any other form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the resale by the Holders of all of the Registrable Securities (each, a “Demand Registration”). Upon receipt of such request, the Company shall promptly (but in no event later than twenty (20) calendar days after receipt of such request) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10 calendar days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall (i) use its commercially reasonable efforts to make the initial filing of the Registration Statement within ninety (90) calendar days after the date on which the initial request is given] (ii) use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter, and (iii) use its commercially reasonable efforts to keep such Registration Statement effective until the date on which all securities under such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statement filed hereunder shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the that “Plan of Distribution” in substantially the form attached hereto as Annex A. Notwithstanding the foregoing, in the event that the staff (the “Staff”) of the Commission should limit the number of Registrable Securities that may be sold pursuant to the Registration Statement, the Company may remove from the Registration Statement such number of Registrable Securities as specified by the Commission on behalf of all of the holders of Registrable Securities on a pro rata basis among the holders thereof. In such event, the Company shall give the Purchasers prompt notice of the number of Registrable Securities excluded therefrom. The Company shall use its reasonable best efforts not be required to cause effect a registration pursuant to Form S-3 (or any other form for which the Registration Statement to Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be declared effective under available for the Securities Act as soon as practicable but, in any event, no later resale by the Holders of all of the Registrable Securities) more than two (2) times for the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all holders of Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”)as a group.

Demand Registration. (a) If at any time after Upon the date of this Agreement the Company receives a written request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand “Notice")”) by Holders collectively owning at least 10% the then-outstanding Registrable Securities, then the Company Partnership shall (i) within five (5) days after file with the date it receives the Demand NoticeCommission, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later more than 90 days following the Filing Datereceipt of the Notice, file with a registration statement (each a “Registration Statement”) under the Commission a Registration Statement on Form S-1 covering Securities Act providing for the resale of all such Registrable Securities, as the case may be, (which may, at the option of the Holders giving such Notice, be a registration statement under the Securities Act that provides for the resale of such Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415415 from time to time by the Holders). There shall be no limit on the number of Registration Statements that may be required by the Holders pursuant to this Section 2.01. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company Partnership shall use its commercially reasonable best efforts to cause the each Registration Statement to be declared effective under by the Securities Act Commission as soon as reasonably practicable but, in after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any event, no later than the Effectiveness Datemethod or combination of methods legally available to, and shall use its reasonable best efforts to keep requested by, the Registration Statement effective under the Securities Act until the date when Holders of any and all such Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all such Registrable Securities by the Holders until all such Registrable Securities covered by such Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and shall not 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 (in the case of any prospectus contained in such Registration Statement, in light of the circumstances under which a statement is made).

Demand Registration. (a) If at At any time after prior to December 30, 2002, upon the date -------------------- request of holders of Warrants or Warrant Shares representing a majority of the Warrant Shares issuable upon exercise of this Agreement Warrant, the Company receives a request from a Holder of Registrable Securities agrees that the Company file will on two occasions file, under the 1933 Act a Registration Statement registration statement on Form S-1 S-3 or a successor form, if available, covering the resale of the Registrable Securities held by such Holder (a as defined below) issuable upon the exercise of this Warrant (the "Demand NoticeRegistration Statement"), then . If Form S-3 is not available to the Company shall (i) within five (5) days after at the date it receives time a request for registration is made pursuant to this Section 6(a), the Demand NoticeCompany will, give notice thereof to all other Holders and (ii) as soon as reasonably practicableon one occasion, but in no event later than the Filing Date, file with the Commission a Registration Statement effect such registration on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the or other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415applicable form. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall will use its reasonable best efforts to cause the Registration Statement to be declared become effective as of the soonest practicable date following the date of filing and the Company will (i) take all other reasonable action necessary under any federal law or regulation or under the laws of the state of New York to permit all Registrable Securities Act to be sold or otherwise disposed of in such jurisdictions, (ii) prepare and file with the Securities and Exchange Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts may be necessary to keep the Registration Statement effective until the earlier to occur of (x) the sale of all of the Registrable Securities purchasable hereunder and (y) 12 consecutive months after the effective date of such registration statement, and (iii) maintain compliance with the federal securities laws and regulations. For purposes of this Section 6, "Registrable Securities" means (a) any Common Stock or other securities issued or issuable upon exercise of this Warrant and (b) any securities issued or issuable with respect to any securities referred to in the foregoing clause by way of share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities 1933 Act until the date when all Registrable Securities covered by the Registration Statement and such securities shall have been sold or may be sold without volume restrictions disposed of in accordance with such registration statement, (b) they shall have been distributed to the public pursuant to Rule 144(b)(i144 (or any successor provision) promulgated under the Securities Act 1933 Act, or (the “Effectiveness Period”)c) they shall have ceased to be outstanding.

Demand Registration. (a) If at any time after the date of this Agreement Agreement, the Company receives a request from a Holder Holders of the majority-in-interest of the Registrable Securities Securities, that the Company file a Registration Statement on Form S-1 covering the resale of registration statement with respect to the Registrable Securities held by such Holder (a "Demand Notice")Securities, then the Company shall (i) as soon as practicable, and in any event within five (5) 60 days after the date it receives such request is given by such Holders (the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the “Filing Date”), the Company shall prepare and file with the Commission a Registration Statement on Form S-1 covering the resale of all or such portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Holder that provided the Demand Notice and any additional Registrable Securities requested by in accordance with the other Holders to be included thereinSEC Guidance, as specified by each such other Holder within twenty (20including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need are not include Registrable Securities already covered by then registered on an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise required pursuant to written comments received from directed by at least a 75% majority in interest of the Commission upon a review of such Registration StatementHolders) substantially the “Plan of Distribution” attached hereto as Annex A. The Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause the a Registration Statement to be declared effective under the Securities Act as soon promptly as practicable butpossible after the filing thereof, but in any event, no later than event prior to the applicable Effectiveness Date, and shall use its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the such Registration Statement have been sold sold, or may be sold without volume restrictions any restriction pursuant to Rule 144(b)(i) promulgated under 144, as determined by the Securities Act counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall 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 Holders via facsimile or by e-mail delivery of a “.pdf” format data file 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 a Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the Effective Date, file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, and subject to the payment of liquidated damages in Section 2(b), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Note Shares (applied, in the case that some Note Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Note Shares held by such Holders).

Demand Registration. Upon the written request (aa “Notice”) If by WPT or by any other Holder(s) owning at any time after least ten percent (10%) of the date of this Agreement the Company receives a request from a Holder of then-outstanding Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice"subject to adjustment pursuant to Section 3.04), then the Company Partnership shall (i) within five (5) days after file with the date it receives the Demand NoticeCommission, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later more than 90 days following the Filing Datereceipt of the Notice, file with a registration statement (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities (which may, at the option of the Holders giving such Notice, be a registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”)). The Partnership shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission a as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement on Form S-1 covering shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the such Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and shall not 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. There shall be no limit on the number of Registration Statements that may be required by the Holders hereunder.

Demand Registration. Upon the written request (aa “Notice”) If by Holders collectively owning at any time after the date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale least [ ] of the then-outstanding Registrable Securities held by such Holder (a "Demand Notice")Securities, then the Company Partnership shall (i) within five (5) days after file with the date it receives the Demand NoticeCommission, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later more than 90 days following the Filing Datereceipt of the Notice, file with a registration statement (each a “Registration Statement”) under the Commission a Registration Statement on Form S-1 covering Securities Act providing for the resale of all such Registrable Securities (which may, at the option of the Holder Holders giving such Notice, be a registration statement under the Securities Act that provided provides for the Demand Notice and any additional resale of such Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415415 from time to time by the Holders). There shall be no limit on the number of Registration Statements that may be required by the Holders pursuant to this Section 2.01. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company Partnership shall use its commercially reasonable best efforts to cause the each Registration Statement to be declared effective under by the Securities Act Commission as soon as reasonably practicable but, in after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any event, no later than the Effectiveness Datemethod or combination of methods legally available to, and shall use its reasonable best efforts to keep requested by, the Registration Statement effective under the Securities Act until the date when Holders of any and all such Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all such Registrable Securities by the Holders until all such Registrable Securities covered by such Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and shall not 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 (in the case of any prospectus contained in such Registration Statement, in light of the circumstances under which a statement is made).

Demand Registration. (a) If at At any time after one year from the date Closing Date, the holders of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale not less than 51% of the Registrable Securities then held by all of the Sellers and the Seller Permitted Transferees may make one request for the registration under the Securities Act of the Securities held by them. SFX will give prompt written notice to the remaining holders of the Securities, if any, of the request to effect such Holder a registration and will include in such registration all Securities with respect to which SFX has received written requests for inclusion therein within thirty (a "Demand Notice"), then the Company shall (i) within five (530) days after the date it receives receipt of SFX's notice. SFX shall use its best efforts to cause a registration statement on the Demand Notice, give notice thereof appropriate form under the Securities Act (the "Registration Statement") to all other Holders and (ii) be declared effective by the SEC as soon as reasonably practicable, but in no event later than the Filing Date, file practicable after its filing with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities SEC which it agrees to file within 60 days of the Holder that provided original request, and to remain effective and current until the Demand Notice and any additional Registrable earlier of (x) such time as all of the Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that in such Registration Statement need not include Registrable Securities already covered by an existing and effective are sold pursuant to the Registration Statement The or (y) 180 days after the Registration Statement is declared effective by the SEC, subject to extension for the total number of days included in Blackout Periods (as defined below) (the "Effective Period"); provided, however, that (X) each Seller shall be for an offering provide written notice to be made on a continuous basis pursuant SFX ten (10) days prior to Rule 415. The Registration Statement any sale of Securities, (Y) SFX shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts have no obligation to cause the Registration Statement to remain effective for the benefit of a particular Seller if such Seller is able to sell all remaining Securities owned by such Seller in compliance with Rule 144 in a single transaction to which the volume limitations of Rule 144(e) do not apply or if such volume limitations are applicable without exceeding such limitations and (Z) in the event that SFX determines in good faith that the Registration Statement may contain a material misstatement or omission (including as a result of SFX having under consideration a significant acquisition or disposition or other material transaction that has not been publicly disclosed), SFX may cause the Registration Statement not to be used by Sellers until such time as the SEC has declared effective a post-effective amendment to the Registration Statement or if the misstatement or omission can be corrected by incorporation by reference in the Registration Statement of another SEC filing of SFX, SFX has made another filing on Form 8-K or other appropriate form ("Incorporated Filing") to correct such misstatement or omission, which post-effective amendment or Incorporated Filing, as the case may be, SFX agrees to file within the ten (10) day period referenced in (X) above, or in the case of a significant acquisition, disposition or other material transaction, within 45 days of such notice, and use its best efforts to cause to become effective as soon as practicable (such period when the Registration Statement is not effective being a "Blackout Period"). Notwithstanding the foregoing provisions of this Section 2.6.2 to the contrary, in the event that (i) in connection with such registration of Securities, SFX is obligated to permit one or more other Persons to have the sale of certain shares of Class A Common Stock held by them to be registered under the same Registration Statement as that covering the sale of the Securities in a so-called "piggy-back" registration; and (ii) as a result of such "piggy-back" registration, the managing underwriters or underwriters of the proposed combined offering of the Securities and such other shares advise SFX that the inclusion of all of the securities requested to be included in such offering would adversely affect the amount or price of the securities that could be sold by the Seller or Sell- ers (or his or their Seller Permitted Transferees) in such offering to a level or levels that would be unacceptable to such Seller or Sellers (or his or their Seller Permitted Transferees) in their sole and absolute discretion, then, in such event, the securities to be included in such offering shall be reduced to the aggregate extent necessary to eliminate, on the advice of such underwriters, such adverse effect, pro rata (to the extent SFX is contractually entitled to do so, provided that from and after the date hereof SFX will not agree to any provision containing such a restriction), on the basis of the total number of shares originally intended to be included therein by the Seller or Sellers (or his or their Seller Permitted Transferees), on the one hand, and the holders of such other shares, on the other hand. In the event any such reduction occurs as set forth in the preceding sentence, then, notwithstanding the first sentence of this Section 2.6.2 to the contrary, at any time after ninety (90) days from the effective date of the Registration Statement covering such reduced number of shares, the holders of not less than 51% of the remaining outstanding Securities not covered by such Registration Statement may make one additional request for the registration under the Securities Act as soon as practicable butof such remaining outstanding Securities and, in any such event, no later than the Effectiveness Dateterms and provisions of this Section 2.6.2 shall apply to such request as if it were the original request, including this sentence and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”)next preceding sentence.

Demand Registration. (a) If at any time after The Holders shall have the date of this Agreement the Company receives right to request in writing (a “Request”) (which request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of shall specify the Registrable Securities held intended to be disposed of by such Holder Holders and the intended method of distribution thereof, including in a Rule 415 Offering, if VMware is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) that VMware register such portion of such Holders’ Registrable Securities as shall be specified in the Request (a "“Demand Notice")Registration”) by filing with the Commission, then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicablepracticable thereafter, but not later than the 45th day (or the 75th day if the applicable registration form is other than Form S-3) after the receipt of such a Request by VMware, a registration statement (a “Demand Registration Statement”) covering such Registrable Securities, and VMware shall use its reasonable best efforts to have such Demand Registration Statement become effective with the Commission concurrently with filing or as soon as practicable thereafter, but in no event later than the Filing Date90th day (or the 105th day if the applicable registration form is other than Form S-3) after the receipt of such a Request, file and, subject to Section 3.4, 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 which such Demand Registration Statement is declared effective (or for such shorter period which will terminate when all of the Registrable Securities covered by such Demand 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 on Form S-1 covering or the resale of all Registrable Securities of the Holder that provided related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Notice and any additional Registrable Securities requested Registration Statement, if required by the other Holders rules, regulations or instructions applicable to be included thereinthe registration form used by VMware for such Demand Registration Statement or by the Securities Act, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i)Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided provided, however, that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The period during which the Demand Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable butremain Continuously Effective shall, in any event, no later than the Effectiveness Datecase of an Underwritten Offering, and subject to Section 3.4, be extended for such period (if any) as the underwriters shall use its reasonable best efforts reasonably require, including to keep satisfy, in the Registration Statement effective under judgment of counsel to the Securities Act until the date when all Registrable Securities covered underwriters, any prospectus delivery requirements imposed by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”)applicable law.

Demand Registration. Upon the written request (aa “Notice”) If by Holders owning at any time after the date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale least twenty percent (20%) of the then-outstanding Registrable Securities held by such Holder (a "Demand Notice")Securities, then the Company Partnership shall (i) within five (5) days after file with the date it receives the Demand NoticeCommission, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later more than 90 days following the Filing Datereceipt of the Notice, file with a registration statement (each, a “Registration Statement”) under the Securities Act to register the offer and sale of Registerable Securities that are Fungible Securities (which Registration Statement may, at the option of the Holders giving such Notice, be a registration statement under the Securities Act that provides for the resale of the Registrable Securities that are Fungible Securities pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”)). The Partnership shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission a as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement on Form S-1 covering shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable are Fungible Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the such Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and shall not 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. There shall be no limit on the number of Registration Statements that may be required by the Holders hereunder.

Demand Registration. Upon the written request (aa “Notice”) If by WPT or by any other Holder(s) owning at any time after least [—] percent (—%) of the date of this Agreement the Company receives a request from a Holder of then-outstanding Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice"subject to adjustment pursuant to Section 3.04), then the Company Partnership shall (i) within five (5) days after file with the date it receives the Demand NoticeCommission, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later more than 90 days following the Filing Datereceipt of the Notice, file with a registration statement (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities (which may, at the option of the Holders giving such Notice, be a registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”)). The Partnership shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission a as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement on Form S-1 covering shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the such Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and shall not 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. There shall be no limit on the number of Registration Statements that may be required by the Holders hereunder.

Demand Registration. (a) If at At any time ninety (90) days after the date closing of this Agreement the Company receives Offering, the holders of a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale majority of the Registrable Securities held by such Holder (a "Demand Notice"), then outstanding may request registration under the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale Securities Act of all of the Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need are not include Registrable Securities already covered by then registered on an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-1 or any other form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the resale by the Holders of all of the Registrable Securities (each, a “Demand Registration”). Upon receipt of such request, the Company shall promptly (but in no event later than twenty (20) calendar days after receipt of such request) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10 calendar days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall (i) use its commercially reasonable efforts to make the initial filing of the Registration Statement within ninety (90) calendar days after the date on which the initial request is given, (ii) use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter, and (iii) use its commercially reasonable efforts to keep such Registration Statement effective until the date on which all securities under such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statement filed hereunder shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the that “Plan of Distribution” in substantially the form attached hereto as Annex A. Notwithstanding the foregoing, in the event that the staff (the “Staff”) of the Commission should limit the number of Registrable Securities that may be sold pursuant to the Registration Statement, the Company may remove from the Registration Statement such number of Registrable Securities as specified by the Commission on behalf of all of the holders of Registrable Securities on a pro rata basis among the holders thereof. In such event, the Company shall give the Purchasers prompt notice of the number of Registrable Securities excluded therefrom. The Company shall use its reasonable best efforts not be required to cause effect a registration pursuant to Form S-1 more than two (2) times for the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all holders of Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”)as a group.

Demand Registration. (a) If at any time after Upon expiration of the date Lock-Up Period as provided in the Purchase Agreement, the holders of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale majority of the Registrable Securities held by such Holder (a "Demand Notice"), then outstanding may request registration under the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale Securities Act of all of the Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need are not include Registrable Securities already covered by then registered on an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 or any other form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the resale by the Holders of all of the Registrable Securities (each, a “Demand Registration”). Upon receipt of such request, the Company shall promptly (but in no event later than twenty (20) calendar days after receipt of such request) deliver notice of such request to all other holders of Registrable Securities who shall then have ten (10 calendar days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall (i) use its commercially reasonable efforts to make the initial filing of the Registration Statement within ninety (90) calendar days after the date on which the initial request is given (ii) use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter, and (iii) use its commercially reasonable efforts to keep such Registration Statement effective until the date on which all securities under such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statement filed hereunder shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the that “Plan of Distribution” in substantially the form attached hereto as Annex A. Notwithstanding the foregoing, in the event that the staff (the “Staff”) of the Commission should limit the number of Registrable Securities that may be sold pursuant to the Registration Statement, the Company may remove from the Registration Statement such number of Registrable Securities as specified by the Commission on behalf of all of the holders of Registrable Securities on a pro rata basis among the holders thereof. In such event, the Company shall give the Purchasers prompt notice of the number of Registrable Securities excluded therefrom. The Company shall use its reasonable best efforts not be required to cause effect a registration pursuant to Form S-3 (or any other form for which the Registration Statement to Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be declared effective under available for the Securities Act as soon as practicable but, in any event, no later resale by the Holders of all of the Registrable Securities) more than two (2) times for the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all holders of Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”)as a group.

Demand Registration. Upon the written request (aa “Registration Demand Notice”) If by Holders owning at any time after least 1.0 million of the date of this Agreement the Company receives a request from a Holder of then-outstanding Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice"each, an “Initiating Holder”), then subject to adjustment pursuant to Section 3.04, the Company Partnership shall (i) within five (5) days after file with the date it receives the Demand NoticeCommission, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later more than 90 days following the Filing Datereceipt of the Notice, file with a registration statement (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities (which may, at the option of the Holders giving such Demand Registration Notice, be a registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”)). The Partnership shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission a as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement on Form S-1 covering shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Initiating Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Initiating Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the such Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and shall not 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. The number of Registration Statements that may be required by the Holders pursuant to this Section 2.01 shall be limited to six.

Demand Registration. (a) If at any time The Holders shall have the right after the date of this Agreement the Company receives IPO Date to request in writing (a “Request”) (which request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of shall specify the Registrable Securities held intended to be disposed of by such Holder Holders and the intended method of distribution thereof, including in a Rule 415 Offering, if VMware is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) that VMware register such portion of such Holders’ Registrable Securities as shall be specified in the Request (a "“Demand Notice")Registration”) by filing with the Commission, then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicablepracticable thereafter, but not later than the 45th day (or the 75th day if the applicable registration form is other than Form S-3) after the receipt of such a Request by VMware, a registration statement (a “Demand Registration Statement”) covering such Registrable Securities, and VMware shall use its reasonable best efforts to have such Demand Registration Statement become effective with the Commission concurrently with filing or as soon as practicable thereafter, but in no event later than the Filing Date90th day (or the 105th day if the applicable registration form is other than Form S-3) after the receipt of such a Request, file and, subject to Section 4.4, 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 which such Demand Registration Statement is declared effective (or for such shorter period which will terminate when all of the Registrable Securities covered by such Demand 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 on Form S-1 covering or the resale of all Registrable Securities of the Holder that provided related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Notice and any additional Registrable Securities requested Registration Statement, if required by the other Holders rules, regulations or instructions applicable to be included thereinthe registration form used by VMware for such Demand Registration Statement or by the Securities Act, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i)Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The period during which the Demand Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable butremain Continuously Effective shall, in any event, no later than the Effectiveness Datecase of an Underwritten Offering, and subject to Section 4.4, be extended for such period (if any) as the underwriters shall use its reasonable best efforts reasonably require, including to keep satisfy, in the Registration Statement effective under judgment of counsel to the Securities Act until the date when all Registrable Securities covered underwriters, any prospectus delivery requirements imposed by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”)applicable law.

Demand Registration. (a) If Subject to the terms and conditions of this Agreement, including Section 2(c), if at any time after the date of this Agreement following January 1, 2013, the Company receives a written request from a Holder of Registrable Securities one or more Holders that the Company file register under the Securities Act Registrable Securities representing at least 500,000 shares (or, in the case of a Registration Statement on Form S-1 covering S-1, 1,000,000 shares) of Common Stock (subject to appropriate adjustment in the resale event of any stock dividend, stock split, combination or other similar recapitalization affecting the Registrable Securities held by such Holder (a "Demand Notice"Common Stock), then the Company shall (i) within five (5) days after the date it receives the Demand Noticefile, give notice thereof to all other Holders and (ii) as soon promptly as reasonably practicable, practicable but in no event later than the Filing DateDeadline, file with the Commission a Registration Statement on Form S-1 under the Securities Act covering the resale of all Registrable Securities of that the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other requesting Holders request to be included therein, as specified by each such other Holder within twenty registered (20) days after such Holder has received notice from the Company pursuant to clause (ia “Demand Registration”); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement . The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain Form S-3 (except if otherwise required pursuant the Company is not then eligible to written comments received from register for resale the Commission upon a review of Registrable Securities on Form S-3, in which case such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. registration shall be on another appropriate form for such purpose). The Company shall use its all reasonable best efforts to cause the Registration Statement to be declared effective or otherwise to become effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness DateDeadline, and shall use its all reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of (i) the date when all on which the requesting Holders notify the Company in writing that the Registrable Securities covered by the included in such Registration Statement have been sold or may the offering therefor has been terminated or (ii) 180 days following the date on which such Registration Statement was declared effective by the Commission; provided that such 180-day period shall be sold without volume restrictions extended automatically by one Business Day for each Business Day that the use of such Registration Statement or Prospectus is suspended by the Company pursuant to Rule 144(b)(iany Scheduled Black-out Period, pursuant to Section 2(d) promulgated under the Securities Act (the “Effectiveness Period”or pursuant to Section 5(a)(v).

Demand Registration. Upon the written request (aa “Registration Demand Notice”) If by Holders owning at any time after least [—] million of the date of this Agreement the Company receives a request from a Holder of then-outstanding Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice"each, an “Initiating Holder”), then subject to adjustment pursuant to Section 3.04, the Company Partnership shall (i) within five (5) days after file with the date it receives the Demand NoticeCommission, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later more than 90 days following the Filing Datereceipt of the Notice, file with a registration statement (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities (which may, at the option of the Holders giving such Demand Registration Notice, be a registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”)). The Partnership shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission a as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement on Form S-1 covering shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Initiating Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Initiating Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the such Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and shall not 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. The number of Registration Statements that may be required by the Holders pursuant to this Section 2.01 shall be limited to six.

Demand Registration. (a) If at any time after the date of this Agreement hereof, the Company receives a request written notice (the “Demand Notice”) from (A) the Holder(s) of at least a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale majority of the Registrable Securities held by such or (B) Xxxxxxxxx (to the extent that it is still a Holder (a "Demand Notice"of the Registrable Securities), then the Company shall (i) within five (5) days after the date it receives the Demand Noticeshall, give notice thereof on or prior to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, prepare and file with the Commission SEC a Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415415 (a “Shelf Registration Statement”); provided, that Xxxxxxxxx shall not be entitled to effect more than one registration pursuant to Section 2(a)(B). The Such Shelf Registration Statement shall contain be on Form F-3 (except or, if otherwise required pursuant Form F-3 is not then available to written comments received from the Commission upon Company, on such form of Shelf Registration Statement as is then available to effect a review registration for resale of such the Registrable Securities) and, if the Company is a WKSI as of the Filing Date, shall be an automatic Shelf Registration Statement) the “Plan of Distribution” attached hereto as Annex A. . The Company shall use its reasonable best efforts (i) to cause the such Shelf Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as soon promptly as practicable but, in any event, no later than possible after the Effectiveness Datefiling thereof, and shall use its reasonable best efforts (ii) to keep the such Shelf Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when on which all Registrable Securities covered by the such Shelf Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without volume restrictions any restriction pursuant to Rule 144(b)(i) promulgated under the Securities Act 144 (the “Effectiveness Effective Period”).

Demand Registration. (a) If at any time As soon as practicable but no later than thirty (30) Business Days following the Closing Date, PubCo shall prepare and file with the Commission a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 90th calendar day (or the one hundred and twentieth (120th) calendar day if the Commission notifies PubCo that it will “review” the Shelf Registration Statement) following the Closing Date and (y) the tenth (10th) business day after the date of this Agreement PubCo is notified (orally or in writing, whichever is earlier) by the Company receives a request from a Holder of Registrable Securities Commission that the Company file a such Shelf Registration Statement on Form S-1 covering will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities held by such included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder (a "Demand Notice")named therein. PubCo shall maintain the Shelf Registration Statement in accordance with the terms hereof, then the Company and shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders prepare and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event PubCo files a Shelf Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included thereinF-1, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company PubCo shall use its commercially reasonable best efforts to cause the convert such Shelf Registration Statement to be declared effective under the Securities Act a Shelf Registration Statement on Form F-3 as soon as practicable but, in any event, no later than the Effectiveness Date, and shall after PubCo is eligible to use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”)Form F-3.

Demand Registration. (a) If Subject to Section 8.1(b), at any time after and from time to time, the date of this Agreement New Acquirer or SHUSA (the Company receives “Requesting Demand Shareholder”) may, in a written notice (a “Demand Notice”) to the Company, request from a Holder of Registrable Securities that the Company file a registration statement (a “Demand Registration Statement”) under the Securities Act covering the registration of all or a portion of such Requesting Demand Shareholder’s Registrable Securities, as specified in the Demand Notice. Upon the receipt of such Demand Notice, the Company shall use reasonable efforts to file a Demand Registration Statement on Form S-1 covering providing for the resale registration under the Securities Act of the Registrable Securities held which the Company has been so requested to register by such Holder (a "Requesting Demand Notice")Shareholders, then to the Company shall (i) within five (5) days after extent necessary to permit the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but disposition of such Registrable Securities in no event later than the Filing Date, file accordance with the Commission a Registration Statement on Form S-1 covering the resale intended methods of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as distribution thereof specified by each in such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Daterequest, and shall use its reasonable best efforts to keep the have such Demand Registration Statement declared effective under by the Securities Act until Commission as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for a period of time necessary following the date on which such Demand Registration Statement is declared effective for 60 days or such shorter period which will terminate when all of the Registrable Securities covered by the such Demand Registration Statement have been sold pursuant thereto (including, if necessary, by filing with the Commission a post-effective amendment or may be sold without volume restrictions pursuant a supplement to Rule 144(b)(i) promulgated under the Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Demand Registration Statement or by the Securities Act (Act, any state securities or “blue sky” laws, or any other rules and regulations thereunder). Within five days after receipt by the “Effectiveness Period”Company of a Demand Notice in accordance with this Section 8.1(a), the Company shall give written notice of such Demand Notice to all other holders of Registrable Securities.

Demand Registration. (a) If the Company shall receive at any time after the date of this Agreement the Company receives is eligible to file a registration statement on Form S-3, a written request from a Holder any of Registrable Securities the Covered Holders that the Company file a Registration Statement on Form S-1 registration statement under the Securities Act covering the resale registration of at least fifty percent (50%) of the Registrable Securities held by such Holder then outstanding (a "the “Demand Notice"”), then the Company shall (i) within five (5) days after the date it receives the Demand Notice, promptly give written notice thereof of such request to all other Covered Holders in accordance with Section 11(b), if needed, and (ii) shall, subject to the limitations of Section 2(b), use reasonable best efforts to effect as soon as reasonably practicable, but in no event later earlier than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received the mailing of any written notice from required hereby, the registration under the Securities Act of all Registrable Securities which the Covered Holders request to be registered, unless the Company has, within the twelve (12) month period preceding the date of such request, already effected a Registration for the Covered Holders pursuant to clause (ithis Section 2(a); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be . A request for an offering to registration hereunder may be made on for a continuous basis “shelf registration” pursuant to Rule 415415 of the Securities Act. The Registration Statement shall contain (except if otherwise required pursuant Subject to written comments received from Section 2(b), the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the each Registration Statement continuously effective under in order to permit the Securities Act until the date when all Prospectus forming a part thereof to be usable by Covered Holders for resales of Registrable Securities covered by for an Effectiveness Period ending on the earlier of (i) ninety (90) days from the Effective Time of such Registration Statement have been sold or may be sold without volume restrictions (two years in the case of a shelf registration pursuant to Rule 144(b)(i415 or any successor rule thereto on Form S-3) promulgated under and (ii) such time as all of such securities have been disposed of by the Securities Act (the “Effectiveness Period”)Covered Holders.

Demand Registration. (a) If at At any time after beginning as of the date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder hereof, WHEC may require registration (a "“Demand Notice"), then the Company shall (iRegistration”) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in of all or any event, no later than part of its Registrable Securities; provided that WHEC shall be entitled to require one Demand Registration on Form S-1 or any other forms available for registration of the Effectiveness Date, Registrable Securities. WHEC may exercise this Demand Registration right under this Section by giving a written request to AMCF specifying the intended method of disposition of the Registrable Securities. A Demand Registration under this Section shall not be deemed to have been effected or requested (a) unless a Registration Statement with respect thereto has become effective and shall use its reasonable best efforts WHEC is legally permitted to keep sell the Registrable Securities included therein and the Registration Statement remains effective under for at least ninety (90) consecutive days (unless the Registrable Securities Act until are sold within a shorter period, then the date when all Registration Statement shall have remained effective for such shorter period); (b) if after the Registration Statement has become effective, a stop-order, injunction or order suspending the effectiveness of the Registration Statement is issued or any other limitation, restriction or suspension of the offer or sale of any Registrable Securities has been imposed and the Registrable Securities covered thereby have not been sold; or (c) if the conditions to be fulfilled by AMCF for completion of the transactions contemplated by the Registration Statement have been sold selling agreement or may be sold without volume restrictions pursuant underwriting agreement related to Rule 144(b)(i) promulgated under the Securities Act (registration are not satisfied by AMCF or waived by the “Effectiveness Period”)underwriters.

Demand Registration. (a) If at any time after In the date of this Agreement the Company receives a request from a Holder of Registrable Securities event that the Company file has not filed a Registration Statement on Form S-1 covering registration statement pursuant to Section 2.1 above within 6 months after the resale Maturity Date, the Holders of at least 50% in interest of the Registrable Securities held by Common Stock may make a written demand of the Company to register all of the Common Stock issuable upon conversion of the Notes. The Company shall, within 45 days of receiving such Holder demand (a "the “Demand Notice"Date”), then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders prepare and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a the Registration Statement on Form S-1 covering the resale of all of the Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall contain (except if otherwise required pursuant be on Form S-1 or Form S-3, as applicable. Subject to written comments received from the Commission upon a review terms of such Registration Statement) this Agreement, the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon promptly as practicable butpossible after the filing thereof, but in any event, no event not later than 180 days after the Effectiveness filing of such Registration Statement (the “Demand Effective Date”), and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under 144 as determined by counsel to the Securities Act Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Holder (the “Demand Effectiveness Period”). The maximum amount of Registrable Securities that may be included in a Registration Statement at any one time shall be limited by Rule 415 as required by the Commission. In the event that there is a limitation by the Commission on the number of Registrable Securities that may be included for registration at one time, the Company shall use its reasonable best efforts to file an additional Registration Statement covering such ineligible Registrable Securities within 30 days of the date such securities become eligible and to make such Registration Statement be declared effective by the Commission as soon as practicably possible.

Demand Registration. (a) If the Company shall receive at any time after the date of this Agreement Company is eligible to file a registration statement on Form S-3 (or any replacement therefore promulgated by the Company receives Securities and Exchange Commission), a written request from a Holder any of Registrable Securities the Covered Holders that the Company file a Registration Statement on Form S-1 registration statement under the Securities Act covering the resale registration of at least fifty percent (50%) of the Registrable Securities held by such Holder then outstanding (a "the “Demand Notice"”), then the Company shall (i) within five (5) days after the date it receives the Demand Notice, promptly give written notice thereof of such request to all other Covered Holders in accordance with Section 11(b), if needed, and (ii) shall, subject to the limitations of Section 2(b), use reasonable best efforts to effect as soon as reasonably practicable, but in no event later earlier than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received the mailing of any written notice from required hereby, the registration under the Securities Act of all Registrable Securities which the Covered Holders request to be registered, unless the Company has, within the twelve (12) month period preceding the date of such request, already effected a Registration for the Covered Holders pursuant to clause (ithis Section 2(a); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be . A request for an offering to registration hereunder may be made on for a continuous basis “shelf registration” pursuant to Rule 415415 of the Securities Act. The Registration Statement shall contain (except if otherwise required pursuant Subject to written comments received from Section 2(b), the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the each Registration Statement continuously effective under in order to permit the Securities Act until the date when all Prospectus forming a part thereof to be usable by Covered Holders for resales of Registrable Securities covered by for an Effectiveness Period ending on the earlier of (i) ninety (90) days from the Effective Time of such Registration Statement have been sold or may be sold without volume restrictions (two years in the case of a shelf registration pursuant to Rule 144(b)(i415 or any successor rule thereto on Form S-3) promulgated under and (ii) such time as all of such securities have been disposed of by the Securities Act (the “Effectiveness Period”)Covered Holders.

Demand Registration. (a) If Subject to the provisions hereof, at any time on or after the date four (4) year anniversary of this Agreement the Effective Date, the Investor shall have the right to require the Company receives to file a Registration Statement registering for the offer, sale and distribution of all or part of their Registrable Securities under the Securities Act (a “Demand Registration”) by delivering a written request from therefor to the Company (i) specifying the number of Registrable Securities to be included in such registration, (ii) specifying the intended method of disposition thereof, including whether pursuant to an Underwritten Offering (as defined below), and (iii) containing all information about the Investor required to be included in such Registration Statement in accordance with applicable law. The date upon which the Investor delivers such request shall be referred to herein as a Holder “Demand Date.” As soon as practicable after the Demand Date, the Company shall use reasonable best efforts to effect such registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of the Registrable Securities that the Company file has been so requested to register; provided, however, that (A) the Investor shall not make a request for a Demand Registration Statement on Form S-1 covering unless the resale Registrable Securities requested to be so registered (i) would reasonably be expected to result in aggregate gross cash sale proceeds in excess of $20,000,000 (without regard to any underwriting discount or commission) or (ii) comprise at least 10% of the Outstanding Securities prior to the applicable Demand Date, and (B) the Investor will not be entitled to require the Company to effect more than five (5) Demand Registrations in the aggregate under this Agreement. Notwithstanding the foregoing, the limitation set forth in proviso (A) above will not apply so long as the Investor requests a Demand Registration for all of the Registrable Securities held by such Holder (a "Demand Notice"), then it holds at the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities time of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”)request.

Demand Registration. (a) If at any time after Upon the delivery of a written demand (which may be delivered by email) by the Lead Investor to the Company (a “Demand” and the date of this Agreement delivery of the Demand, the “Demand Date”), the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of shall register the Registrable Securities held by such Holder (a "Demand Notice")under and in accordance with the provisions of the Securities Act pursuant to the terms of this Agreement. On or prior to each Filing Date, then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders prepare and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all of the Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need are not include Registrable Securities already covered by then registered on an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-1 and shall contain (except if unless otherwise required pursuant to written comments received from directed by at least 85% in interest of the Commission upon a review of such Registration StatementHolders) substantially the “Plan of Distribution” attached hereto as Annex A. The A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as soon promptly as practicable butpossible after the filing thereof, but in any event, event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date when that all Registrable Securities covered by the such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(b)(i) promulgated 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the Securities Act counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall 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 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 two days prior to the effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the second Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).

Demand Registration. (a) If the Company shall receive at any time after the date of this Agreement the Company receives February 7, 2006, a written request from a Holder any of Registrable Securities the Covered Holders that the Company file a Registration Statement on Form S-1 registration statement under the Securities Act covering the resale registration of at least fifty percent (50%) of the Registrable Securities held by such Holder then outstanding (a "the “Demand Notice"”), then the Company shall (i) within five (5) days after the date it receives the Demand Notice, promptly give written notice thereof of such request to all other Covered Holders in accordance with Section 11(b), if needed, and (ii) shall, subject to the limitations of Section 2(b), use reasonable best efforts to effect as soon as reasonably practicable, but in no event later earlier than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received the mailing of any written notice from required hereby, the registration under the Securities Act of all Registrable Securities which the Covered Holders request to be registered, unless the Company has, within the twelve (12) month period preceding the date of such request, already effected a Registration for the Covered Holders pursuant to clause (ithis Section 2(a); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be . A request for an offering to registration hereunder may be made on for a continuous basis “shelf registration” pursuant to Rule 415415 of the Securities Act. The Registration Statement shall contain (except if otherwise required pursuant Subject to written comments received from Section 2(b), the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the each Registration Statement continuously effective under in order to permit the Securities Act until the date when all Prospectus forming a part thereof to be usable by Covered Holders for resales of Registrable Securities covered by for an Effectiveness Period ending on the earlier of (i) ninety (90) days from the Effective Time of such Registration Statement have been sold or may be sold without volume restrictions (two years in the case of a shelf registration pursuant to Rule 144(b)(i415 or any successor rule thereto on Form S-3) promulgated under and (ii) such time as all of such securities have been disposed of by the Securities Act (the “Effectiveness Period”)Covered Holders.

Demand Registration. (a) If at any time after As promptly as practicable following written demand from the date Administrative Agent following the occurrence of this Agreement the Company receives a request from a Holder an Event of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice"), then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicableDefault, but in no event later than thirty (30) days following receipt of such demand, the Filing Date, Partnership shall file with the Commission a Registration Statement on Form S-1 covering registration statement under the Securities Act providing for the resale of all Registrable Securities of (the Holder that provided “Shelf Registration Statement”), including the Demand Notice and any additional Registrable Securities requested by the other Holders prospectus to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement used in connection therewith. The Shelf Registration Statement shall be for an offering to be made filed on a continuous basis Form S-3 pursuant to Rule 415415 under the Securities Act or any successor form or rule thereto. No other Person shall be permitted to offer securities under the Shelf Registration Statement unless the Administrative Agent consents in writing. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company Partnership shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared become effective under the Securities Act as soon promptly as practicable but, in any event, no later than and to remain effective to the Effectiveness Date, and shall use its reasonable best efforts extent necessary to keep ensure that it is available for the Registration Statement effective under the resale of all Registrable Securities Act until the date when all Registrable Securities covered by the such Shelf Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”). In connection with any registration pursuant to this Section 2.1, the Partnership shall (x) promptly prepare and file such documents as may be necessary to register or qualify the Registrable Securities subject to such registration under the securities laws of such states as any Holder shall reasonably request, and do any and all other acts and things that may reasonably be necessary or advisable to enable the Holders to consummate a public sale of such Registrable Securities in such states and (y) promptly prepare and file such documents as may be necessary to apply for listing or to list the Registrable Securities subject to such registration on such national securities exchange as the Registrable Securities are then listed or admitted for trading. Except as set forth herein, all Registration Expenses shall be paid by the Partnership, without reimbursement by any Holder.

Demand Registration. (a) If at any time after the date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "“Demand Notice"”), then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”").

Demand Registration. (a) If at any time after the date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice")On or prior to each Filing Date, then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders prepare and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all of the Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need are not include Registrable Securities already covered by then registered on an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, subject to the provisions of Section 2(e)) and shall contain (except if unless otherwise required pursuant directed by at least 50% in interest of the Holders or to written comments received from the Commission upon a review of such Registration Statementmake any disclosure contained therein not misleading) substantially the “Plan of Distribution” attached hereto as Annex A. The A and substantially the “Selling Stockholder” section attached hereto as Annex B. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as soon promptly as practicable butpossible after the filing thereof, but in any event, event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date when that all Registrable Securities covered by the such Registration Statement (i) have been sold sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144(b)(i) promulgated 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the Securities Act counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus to be used in connection with the sale or other disposition of the securities covered thereby, and shall, if requested, provide the Holders with copies of such final Prospectus. Notwithstanding anything to the contrary in this Agreement, the Company shall register the Registrable Securities concurrently with the registration of the Registrable Securities (as defined in the Existing Lantheus Registration Rights Agreement) pursuant to the Existing Lantheus Registration Rights Agreement using the same Registration Statement.

Demand Registration. (a) If at At any time after the date earlier of this Agreement 181 days after the Company receives a request from a Holder IPO, (i) holders of at least 20% of the Registrable Securities that then outstanding or (ii) MSD or any Permitted Party may request registration under the Company file Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form S-1 covering or any successor form thereto (each, a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the resale number of the Registrable Securities held by requested to be included in the Long-Form Registration. Upon receipt of any such Holder (a "Demand Notice")request, then the Company shall promptly (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than 15 Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have 10 Business Days from the Filing Date, date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with (or confidentially submit to) the Commission a Registration Statement on Form S-1 or any successor form thereto covering all of the resale of all Registrable Securities of that the Holder that provided the Demand Notice and any additional Registrable Securities holders thereof have requested by the other Holders to be included therein, as specified by each in such other Holder Long-Form Registration within twenty (20) days 15 Business Days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing date on which the initial request is given and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the such Registration Statement to be declared effective under by the Securities Act Commission as soon as practicable butthereafter. The Company shall not be required to effect a Long-Form Registration more than three (3) times for the holders of Registrable Securities as a group; provided, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the that a Registration Statement shall not count as a Long-Form Registration requested under this Section 2(a) unless and until it has become effective under and the Securities Act until holders requesting such registration are able to register and sell at least 75% of the date when all Registrable Securities covered by the Registration Statement have been sold or may requested to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”)included in such registration.

Demand Registration. (a) If at any time after On or prior to [October , 2006] [nine (9) months following the date of this Agreement hereof] (the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice"“Filing Date”), then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders prepare and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a the Registration Statement on Form S-1 covering the resale of all of the Registrable Securities (and including, for purposes of this number, any securities which may be issuable upon any stock split, dividend or other distribution or recapitalization provision in the Holder that provided Warrants or in connection with any anti-dilution provisions in the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20Warrants) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant Subject to written comments received from the Commission upon a review terms of such Registration Statement) this Agreement, the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon promptly as practicable butpossible after the filing thereof, but in any eventevent prior to [January , no later than 2007] [twelve (12) months following the date hereof] (the “Effectiveness Date”), and shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two years after the date that the Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without limitation due to volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”). The Investor may sell such Registrable Securities in an offering pursuant to this Section 2 that is underwritten (“Underwritten Offering”). In an Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the holders of a majority of the Registrable Securities included in the offering, subject to approval of the Company (which will not be unreasonably withheld).

Demand Registration. Upon the written request (aa “Notice”) If by Holders collectively owning at any time after the date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale least 5% of the then-outstanding Registrable Securities held by such Holder (a "Demand Notice")Securities, then the Company shall (i) within five (5) days after file with the date it receives the Demand NoticeCommission, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later more than 90 days following the Filing Datereceipt of the Notice, file with a registration statement (each a “Registration Statement”) under the Commission a Registration Statement on Form S-1 covering Securities Act providing for the resale of all such Registrable Securities (which may, at the option of the Holder Holders giving such Notice, be a registration statement under the Securities Act that provided provides for the Demand Notice and any additional resale of such Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415415 from time to time by the Holders). The There shall be no limit on the number of Registration Statement shall contain (except if otherwise Statements that may be required by the Holders pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. this Section 2.01. The Company shall use its commercially reasonable best efforts to cause the each Registration Statement to be declared effective under by the Securities Act Commission as soon as reasonably practicable but, in after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any event, no later than the Effectiveness Datemethod or combination of methods legally available to, and shall use its reasonable best efforts to keep requested by, the Registration Statement effective under the Securities Act until the date when Holders of any and all such Registrable Securities covered by such Registration Statement. The Company shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all such Registrable Securities by the Holders until all such Registrable Securities covered by such Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and shall not 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 (in the case of any prospectus contained in such Registration Statement, in light of the circumstances under which a statement is made).

Demand Registration. Upon the written request (aa “Notice”) If by Holders collectively owning at any time after the date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale least 5% of the then‑outstanding Registrable Securities held by such Holder (a "Demand Notice")Securities, then the Company Partnership shall (i) within five (5) days after file with the date it receives the Demand NoticeCommission, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later more than 90 days following the Filing Datereceipt of the Notice, file with a registration statement (each a “Registration Statement”) under the Commission a Registration Statement on Form S-1 covering Securities Act providing for the resale of all such Registrable Securities (which may, at the option of the Holder Holders giving such Notice, be a registration statement under the Securities Act that provided provides for the Demand Notice and any additional resale of such Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415415 from time to time by the Holders). There shall be no limit on the number of Registration Statements that may be required by the Holders pursuant to this Section 2.01. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company Partnership shall use its commercially reasonable best efforts to cause the each Registration Statement to be declared effective under by the Securities Act Commission as soon as reasonably practicable but, in after the initial filing of the Registration Statement. Any Registration Statement shall provide for the resale pursuant to any event, no later than the Effectiveness Datemethod or combination of methods legally available to, and shall use its reasonable best efforts to keep requested by, the Registration Statement effective under the Securities Act until the date when Holders of any and all such Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all such Registrable Securities by the Holders until all such Registrable Securities covered by such Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and shall not 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 (in the case of any prospectus contained in such Registration Statement, in light of the circumstances under which a statement is made).

Demand Registration. (aNotwithstanding anything herein to the contrary, and in addition to its obligations under Section 2(a) If at any time after the date of this Agreement hereinabove, the Company receives shall: (i) after receipt of a written request from a the Holder of Registrable Securities requesting that the Company file effect a Registration Statement on Form S-1 registration (a "Demand Registration") under the Securities Act covering the resale all or part of the Registrable Securities held by such Holder (a "Demand Notice")which specifies the intended method or methods of disposition thereof, then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon expeditiously as reasonably practicableis possible, but in any event no event later than the Filing Date90 days after receipt of a written request for a Demand Registration, file with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice SEC and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as reasonably practicable, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which the Company has been so requested to register by the Holder for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered. (ii) If the Company is eligible to use Form S-3, any Demand Registration Statement may be required by the Holder to be in an appropriate form under the Securities Act as soon as practicable but, in relating to any event, no later than or all of the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by in accordance with the Registration Statement have been sold or may be sold without volume restrictions pursuant to methods and distribution set forth in the Form S-3 and Rule 144(b)(i) promulgated 415 under the Securities Act (the “Effectiveness Period”"Shelf Registration"). Any such demand to file a Form S-3 shall require the use of one Demand Registration. The Holder shall be entitled to an aggregate of two registrations of Registrable Securities, provided that a registration shall not be deemed effected for this purpose unless it has been declared effective by the Commission, remains effective for at least 180 days and the offering of Registerable Securities pursuant to such registration is not subject to any stop order, injunction or other requirement of the SEC. (iii) The Company shall not be required to effect a registration pursuant to this Section 2: (1) pursuant to a written opinion of counsel for the Company, all the Registrable Securities can be sold pursuant to Rule 144 in any three month period (such date being the "144 Sale Date"); or (2) during the period starting with the date 45 days prior to the Company's estimated date of filing of, and ending on the date 90 days immediately following the effective date of, any registration statement pertaining to an underwritten public offering of newly issued securities of the Company with respect to which the Holder has the right to request inclusion of Registrable Securities pursuant to Section 2, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration to become effective.

Demand Registration. (a) If at any time after the date of this Agreement Agreement, the Company receives a request from a Holder Holders of the majority-in-interest of the Registrable Securities Securities, that the Company file a Registration Statement on Form S-1 covering the resale of registration statement with respect to the Registrable Securities held by such Holder (a "Demand Notice")Securities, then the Company shall (i) as soon as practicable, and in any event within five (5) 60 days after the date it receives such request is given by such Holders (the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the “Filing Date”), the Company shall prepare and file with the Commission a Registration Statement on Form S-1 covering the resale of all or such portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Holder that provided the Demand Notice and any additional Registrable Securities requested by in accordance with the other Holders to be included thereinSEC Guidance, as specified by each such other Holder within twenty (20including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need are not include Registrable Securities already covered by then registered on an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise required pursuant to written comments received from directed by at least a 75% majority in interest of the Commission upon a review of such Registration StatementHolders) substantially the “Plan of Distribution” attached hereto as Annex A. The Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause the a Registration Statement to be declared effective under the Securities Act as soon promptly as practicable butpossible after the filing thereof, but in any event, no later than event prior to the applicable Effectiveness Date, and shall use its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the such Registration Statement have been sold sold, or may be sold without volume restrictions any restriction pursuant to Rule 144(b)(i) promulgated under 144, as determined by the Securities Act counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall 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 Holders via facsimile or by e-mail delivery of a “.pdf” format data file 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 a Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the Effective Date, file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, and subject to the payment of liquidated damages in Section 2(b), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders).

Demand Registration. (a) If at any time The Holders shall have the right after the date of this Agreement the Company receives IPO Date to request in writing (a “Request”) (which request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of shall specify the Registrable Securities held intended to be disposed of by such Holder Holders and the intended method of distribution thereof, including in a Rule 415 Offering, if ViSalus is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) that ViSalus register such portion of such Holders’ Registrable Securities as shall be specified in the Request (a "“Demand Notice")Registration”) by filing with the Commission, then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicablepracticable thereafter, but not later than the 45th day (or the 75th day if the applicable registration form is other than Form S-3) after the receipt of such a Request by ViSalus, a registration statement (a “Demand Registration Statement”) covering such Registrable Securities, and ViSalus shall use its reasonable best efforts to have such Demand Registration Statement become effective with the Commission concurrently with filing or as soon as practicable thereafter, but in no event later than the Filing Date90th day (or the 105th day if the applicable registration form is other than Form S-3) after the receipt of such a Request, file and, subject to Section 2.04, 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 which such Demand Registration Statement is declared effective (or for such shorter period which will terminate when all of the Registrable Securities covered by such Demand 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 on Form S-1 covering or the resale of all Registrable Securities of the Holder that provided related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Notice and any additional Registrable Securities requested Registration Statement, if required by the other Holders rules, regulations or instructions applicable to be included thereinthe registration form used by ViSalus for such Demand Registration Statement or by the Securities Act, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i)Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The period during which the Demand Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable butremain Continuously Effective shall, in any event, no later than the Effectiveness Datecase of an Underwritten Offering, and subject to Section 2.04, be extended for such period (if any) as the underwriters shall use its reasonable best efforts reasonably require, including to keep satisfy, in the Registration Statement effective under judgment of counsel to the Securities Act until the date when all Registrable Securities covered underwriters, any prospectus delivery requirements imposed by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”)applicable law.

Demand Registration. Upon the written request (aa “Notice”) If by Sponsor or by Holders owning at any time after the date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale least twenty percent (20%) of the then-outstanding Registrable Securities held by such Holder (a "Demand Notice")Securities, then the Company Partnership shall (i) within five (5) days after file with the date it receives the Demand NoticeCommission, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later more than 90 days following the Filing Datereceipt of the Notice, file with a registration statement (each, a “Registration Statement”) under the Securities Act to register the offer and sale of Registerable Securities that are Fungible Securities (which Registration Statement may, at the option of the Holders giving such Notice, be a registration statement under the Securities Act that provides for the resale of the Registrable Securities that are Fungible Securities pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”)). The Partnership shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission a as soon as reasonably practicable after the initial filing of the Registration Statement. Any Registration Statement on Form S-1 covering shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable are Fungible Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the such Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and shall not 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. There shall be no limit on the number of Registration Statements that may be required by the Holders hereunder.

Demand Registration. (a) If at any time Commencing three months after the date Final Closing, record holders of this Agreement a majority of the Company receives a request from a Holder of Registrable Securities Shares included in the Units (“Majority Holders”), shall have the right, on one (1) occasion only, to demand that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice"), then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders prepare and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Form F-3 registration statement (or such other form that it is eligible to use) (the “Demand Registration Statement on Form S-1 covering Statement”) in order to register the resale of all Registrable Securities of (as hereinafter defined) for resale and distribution under the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other 1933 Act. The Majority Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from shall notify the Company pursuant in writing of their desire to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing exercise the demand registration right described herein, and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to cause the such Demand Registration Statement to be declared effective filed within sixty (60) days following its receipt of such written notification; provided, however, that the Company shall be entitled to defer the filing of such Demand Registration Statement to not more than five (5) business days following the date the Company is in possession of financial statements that meet the requirements of the 1933 Act with respect to the Demand Registration Statement to be filed. Subject to Section 12.4 and the other provisions of this Agreement, the Company will register in the Demand Registration Statement not less than 100% of the Shares included in the Units (collectively the “Registrable Securities”). The registration right provided in this paragraph shall not apply to the extent of Registrable Securities that may be sold pursuant to Rule 144, without regard to volume limitations, or to Registrable Securities that are otherwise freely transferable without registration under the 1933 Act; and the holders of Registrable Securities Act as soon as practicable but, in any event, no later than the Effectiveness Datethat may be sold pursuant to Rule 144 without regard to volume limitations, and of Registrable Securities that are otherwise freely transferable without registration under the 1933 Act shall use its reasonable best efforts not be considered in determining the Majority Holders. Notwithstanding the foregoing, nothing in this Agreement shall require that the Company register Registrable Securities in an amount that exceeds the number of securities that may be registered pursuant to keep applicable rules and regulations of the Commission at the time the Demand Registration Statement effective under is filed (“Applicable Rules”). In the Securities Act until the date when event that Applicable Rules do not permit all Registrable Securities to be registered at the time the Demand Registration Statement is initially filed, the Company hereby agrees to include in the Demand Registration Statement such number of Registrable Securities as is permitted by Applicable Rules, and to file such amendments to the Demand Registration Statement, and/or such other and further registration statements, to be filed, as and when permitted by Applicable Rules, such that all of the Registrable Securities are covered by the an effective registration statement. For purposes of this Section, a demand by Majority Holders to file a Demand Registration Statement have been sold or may be sold without volume restrictions pursuant shall include any amendments and/or other and further registration statements necessary in order for the Company to Rule 144(b)(i) promulgated comply with its obligations under this Section. To the extent that Applicable Rules do not permit a Demand Registration Statement to include all of the Subscribers’ Registrable Securities Act (in one filing, the “Effectiveness Period”)Company shall include each Subscriber’s pro-rata portion of Registrable Securities in the filing.

Demand Registration. (a) If Subject to the provisions hereof, the Investor may at any time time, but no earlier than the ninety-first (91st) calendar day after the effective date of this Agreement the Company receives a First Amendment, request from a Holder registration for resale under the Securities Act of all or part of their Registrable Securities that the (a “Demand Registration”). The Company shall use commercially reasonable best efforts (i) to file a Registration Statement on Form S-1 covering the registering for resale such number of the Registrable Securities held by such Holder as requested to be so registered pursuant to this Section 2a (a "“Demand Notice"), then the Company shall (iRegistration Statement”) within five fifteen (515) calendar days after the date it receives the Demand NoticeInvestor’s request therefor, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with to cause such Demand Registration Statement to be declared effective by the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty thirty (2030) calendar days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415filing thereof. The Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from directed by the Commission upon a review of such Registration StatementInvestor) the “Selling Stockholder” and “Plan of Distribution” sections in substantially the form attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective Exhibit B. If permitted under the Securities Act as soon as practicable butAct, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the such Registration Statement shall be one that is automatically effective upon filing. The Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act until Act, unless the date when all Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by applicable federal or state securities laws and the rules thereunder. The Investor shall not be entitled to request a Demand Registration if there is effective a Demand Registration Statement that permits the offer and sale of the Investor’s Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to on a continuous basis under Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”)415.

Demand Registration. (a) If at any time after Upon the date of this Agreement written request delivered to the Company receives (a request from a Holder “Notice”) of the Holders of at least one-third (1/3) of the Shares of the then-outstanding and fully vested Registrable Securities that Securities, the Company shall file with the Commission, as soon as reasonably practicable following the receipt of the Notice, a Registration Statement on Form S-1 covering under the Securities Act providing for the resale of the Registrable Securities held (which may, at the option of the Holders giving such Notice, be a Registration Statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time by such Holder (a "Demand Notice"the Holders), then the . The Company shall (i) within five (5) days after use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) Commission as soon as reasonably practicable, but in no event later than practicable after the Filing Date, file with initial filing of the Commission a Registration Statement. Any Registration Statement on Form S-1 covering shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Company shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the such Registration Statement have been sold or may ceased to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”).. Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply in all material respects as to form with all applicable requirements of the Securities Act and shall not 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. The Company shall be required to file no more than two Registration Statements requested by the Holders..

Demand Registration. (a) If at any time after the date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice")On or prior to each Filing Date, then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders prepare and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all of the Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need are not include Registrable Securities already covered by then registered on an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, subject to the provisions of Section 2(d)) and shall contain (except if unless otherwise required pursuant directed by at least 85% in interest of the Holders or to written comments received from the Commission upon a review of such Registration Statementmake any disclosure contained therein not misleading) substantially the “Plan of Distribution” attached hereto as Annex A. The A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause the a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as soon promptly as practicable butpossible after the filing thereof, but in any event, event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep the such Registration Statement continuously effective under the Securities Act until the date when that all Registrable Securities covered by the such Registration Statement have been sold or may cease to be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Registrable Securities Act (the “Effectiveness Period”). The Company shall notify the Holders via e-mail of the effectiveness of a Registration Statement as promptly as practicable, and shall, if requested, provide the Holders with copies of the final Prospectus to be used in connection with the sale or other disposition of the securities covered thereby.

Demand Registration. If on any date prior to the seventh (a7th) If at any time after anniversary of the date of this Agreement hereof (such date referred to herein as the “Demand Request Date”), the Company receives a written request from a Holder of Registrable Securities the Required Holders that the Company file a an Initial Registration Statement on Form S-1 covering to register the resale of the Initial Registrable Securities held by such Holder (a "Demand Notice")Securities, then the Company shall (i) within five ten (510) days after the date it receives the Demand Noticesuch request is given, give notice thereof (the “Demand Notice”) to all Investors other Holders than the Required Holders; and (ii) prepare and, as soon as reasonably practicable, practicable but in no event later than the Initial Filing DateDeadline, file with the Commission a SEC the Initial Registration Statement on Form S-1 S-3 covering the resale of all Registrable Securities at least the number of shares of common stock equal to the Holder Initial Required Registration Amount determined as of date the Initial Registration Statement is initially filed with the SEC. In the event that provided Form S-3 is unavailable for such a registration, the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each Company shall use such other Holder within twenty (20) days after form as is available for such Holder has received notice from a registration on another appropriate form reasonably acceptable to the Company pursuant Required Holders, subject to clause (ithe provisions of Section 2(e); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Initial Registration Statement shall contain (except if otherwise required pursuant to written comments received from directed by the Commission upon a review of such Registration StatementRequired Holders) the “Selling Stockholders” and “Plan of Distribution” sections for the Investors in substantially the form attached hereto as Annex A. Exhibit B. The Company shall use its reasonable best efforts to cause have the Initial Registration Statement to be declared effective under by the Securities Act SEC as soon as practicable but, in any event, no later than practicable. By 9:30 am on the Effectiveness Business Day following the Initial Effective Date, and the Company shall use its reasonable best efforts to keep file with the Registration Statement effective SEC in accordance with Rule 424 under the Securities 1933 Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may final prospectus to be sold without volume restrictions used in connection with sales pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”)such Initial Registration Statement.

Demand Registration. (a) If at any time after (during the Lock-Up Period or thereafter), the Registrable Securities represent greater than a 19.9% ownership of the then-outstanding shares of Common Stock solely as a result of an action taken by the Company, the Company shall, within 60 calendar days of the date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice")action, then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders prepare and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 registration statement covering the resale of all at least the number of Registrable Securities that are not then registered and are not eligible to be resold under Rule 144 during the 90-day period following the date of such action (it being acknowledged and agreed that the Company may, in its discretion, file a Registration Statement covering a greater number or all of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty Securities) (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Statement, the “Excess Securities already covered by an existing and effective Registration Statement The Statement”). Such Excess Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for an offering to resale the Registrable Securities on Form S-3, in which case such registration shall be made on a continuous basis pursuant to Rule 415. The Registration Statement another appropriate form, including on Form S-1, in accordance herewith) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Excess Securities Registration Statement) the a “Plan of Distribution” attached hereto as Annex A. mutually acceptable to the Company and the Purchaser. The Company shall use its reasonable best efforts to cause the such Excess Securities Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered distribution contemplated by the Excess Securities Registration Statement have has been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”)completed.

Demand Registration. (a) If at Subject to the Holder's rights to convert all or part of the Debentures, the Borrower hereby agrees to register, subject to the terms and conditions set forth herein, all or any time after the date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale portion of the Registrable Securities held by on one occasion at least 18 months after Closing if it shall receive a written request from the Holders of at least thirty-three percent (33%) of the Registrable Securities Then Outstanding that the Borrower file a registration statement under the 1933 Act covering the registration of at least a majority of the Registrable Securities Then Outstanding. The Borrower shall, within 20 days of its receipt thereof, give written notice of such Holder (a "Demand Notice"), request to all Holders of record of Registrable Securities. The Holders of said Registrable Securities shall then the Company shall (i) within five (5) have 15 days after from the date it receives of mailing of such notice by the Demand NoticeBorrower to request that all or a portion of their respective Registrable Securities be included in said registration. The Borrower hereby agrees, give notice thereof subject to all other Holders and (ii) the limitations hereof, to use its reasonable efforts to effect as soon as reasonably practicablepossible, but and in any event (if legally possible, and as allowed by the SEC, and if no event later than factor outside the Filing DateBorrower's reasonable control prevents it) within 150 days of the receipt of the initial written registration request, file with to effect the Commission a Registration Statement on Form S-1 covering registration under the resale 1933 Act of all Registrable Securities of which the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act thereof (the “Effectiveness Period”)"Initiating Holders") have requested.

Demand Registration. Upon issuance of the Conversion Shares, Holder shall have the right, until the earlier of (ai) If at any time after one hundred-eighty (180) days following the Holder’s election to accept Conversion Shares (subject to the Company’s rights under Section 2.4 of the Loan Agreement), (ii) the date as of this Agreement which the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale may sell all of the Registrable Securities held by such without restriction pursuant to Rule 144 promulgated under the 1933 Act or (iii) the date on which the Holder shall have sold all the Registrable Securities (the “Registration Period”), to cause the Company to register all, but not less than all, the Registrable Securities (a "“Demand Notice"Registration”). The Company shall, then the Company shall upon thirty (i30) within five (5) days after Business Days from the date it receives the of written notice of a Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the Filing DateRegistration, file with the Commission SEC the Registration Statement. The Holder and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice or any amendment to such Registration Statement and any additional Registrable Securities related prospectus prior to its filing with the SEC. Holder shall furnish all information reasonably requested by the other Holders to be included Company for inclusion therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to cause have the Registration Statement to be or any amendment declared effective under by the Securities Act SEC as soon as practicable butpracticable. Subject to Section 4(e), in any event, no later than the Effectiveness Date, and Company shall use its commercially reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) 415 promulgated under the 1933 Act and available for sales of all of the Registrable Securities Act at all times until the end of the Registration Period. The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the “Effectiveness Period”)statements therein, in light of the circumstances under which they were made, not misleading.