Common use of Demand Registration Clause in Contracts

Demand Registration. (a) Buyer, on its own behalf and on behalf of the other Holders, may make up to two written requests for registration under the Securities Act of all or any part of the Registrable Securities held by the Holders (each, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (a) BuyerFurther, on its own behalf and on behalf a one-time basis only, during the period commencing with the effective date of the other Holders, may make up to two written requests for Company's initial registration statement under the Securities 1933 Act of all or any part of the Registrable Securities held by the Holders and ending five (each, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to 5) years after the date of the written this Warrant, upon request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holder or Holders withdraw or do not pursue of a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling total number of shares underlying Agents' Warrants issued pursuant to the Agency Agreement, and of any shares acquired upon exercise of the Agents' Warrants, the Company will promptly take all necessary steps to register or qualify, under the 1933 Act and the securities laws of such states as the Holders may reasonably request, such number of Warrant Shares issued and to be issued upon exercise of the Warrants requested by such Holders in their request to the Company. If Form S-3 is not available, the Company will have no obligation to effect the registration provided for by this Section 9(b) until such time as Form S-3 is available. After a demand for registration has been made by a Holder or Holders of the requisite number of Agents' Warrants or Warrant Shares, the Company will give written notice of the demand registration to all Holders of this Warrant, of any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and of any Warrant Shares and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder), the Company will cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such demand registration statement. With respect to a demand registration statement pursuant to this Section 9(b), the selling Holders shall have pay the right fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to select the managing Underwriters selling Holders' shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any additional investment bankers and managers jurisdictions in which the securities to be offered are to be registered or qualified. The Company shall keep effective and maintain any registration, qualification, notification, or approval specified in this Section 9(b) for such period as may be reasonably necessary for such Holder or Holders of such Warrant Shares to dispose thereof and from time to time shall amend or supplement the prospectus used in connection with such offering, subject therewith to the Corporation's extent necessary in order to comply with applicable law. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, which approval shall whether or not be unreasonably withheld. (d) The Selling Holders will inform at the Corporation request of the time and manner of any disposition of Registrable SecuritiesHolders, and agree to reasonably cooperate with more than nine (9) months following the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stockeffective date thereof. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (ai) BuyerAt any time, on its own behalf each Affiliated Holder shall have, to the extent it holds Registrable Securities, the option and on behalf right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the other Holderslimitations contained in this Agreement, may make up to two written requests for registration under prepare and file with the Securities Act of all or any part of Commission a Registration Statement registering the Registrable Securities held by the Holders (each, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares offering and sale of Registrable Securities proposed (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be sold included in such Affiliated Holder Demand Registration and will also specify the intended method methods of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Demand Registration shall be Limited Partner in the form of an underwritten offering. A majority in interest of the Selling Holders shall have Resale Distribution, and (ii) offers such Limited Partner the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with include all (but not less than all) of such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Affiliated Holder Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation . The Company shall use commercially reasonable efforts to effect include any Registrable Securities to be received by a primary registration Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within 60 days three (3) Business Days after the Company receives the Affiliated Holder Demand Notice. (ii) During the Form S-3 Eligibility Period, any Non-Affiliated Holder shall have the option and right, exercisable by delivering a written notice to the Company (a “Non-Affiliated Holder Demand Notice”), to require the Company to, pursuant to the terms of such noticeand subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement on Form S-3 (or any equivalent or successor form under the Securities Act) registering the offering and sale of Registrable Securities on the terms and conditions specified in the Non-Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a “Non-Affiliated Holder Demand Registration”). In the ensuing primary registration, the Holders will have such piggyback registration rights as are The Non-Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Initiating Holder anticipates will be included in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Non-Affiliated Holder Demand Registration will not be deemed preempted if and the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02intended methods of disposition thereof.

Demand Registration. (a) BuyerThe Holders shall have the right, during the period (the "Registration Period") commencing on its own behalf the date of this Agreement and ending on behalf the third anniversary of the other Holdersdate of this Agreement, may make up by written notice (the "Demand Notice") given to two written requests for registration the Company, to request the Company to register under and in accordance with the provisions of the Securities Act of all or any part portion of the Registrable Securities held Shares designated by the Holders (eachsuch Holders; provided, a DEMAND REGISTRATION). Such request will specify however, that the aggregate number of shares of Registrable Securities proposed Shares requested to be sold registered pursuant to any Demand Notice and will also specify pursuant to any related Demand Notices received pursuant to the intended method following sentence shall be at least 5,000,000. Upon receipt of disposition thereofany such Demand Notice, the Company shall promptly notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Shares held by them in the proposed registration by submitting their own Demand Notice. A registration will not count as a In connection with any Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a in which more than one Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transactionparticipates, or in the event the requesting Holders withdraw or do not pursue the request for the that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total number of Registrable Shares to be included in such offering exceeds the amount that can be sold in (in each or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit BRegistrable Shares to be sold), then the amount of Registrable Shares to be offered for the account of such Demand Registration Holders shall be deemed reduced pro rata on the basis of the number of Registrable Shares to have been effected (provided that if the be registered by each such Holder. The Holders as a group shall be entitled to three Demand Registrations pursuant to this Section 2 unless any Demand Registration does not become effective because or is not maintained for a period (whether or not continuous) of a material adverse change in at least 120 days (or such shorter period as shall terminate when all the condition (financial or otherwiseRegistrable Shares covered by such Demand Registration have been sold pursuant thereto), business, assets or results of operations of in which case the Corporation and its subsidiaries taken as a whole that occurs subsequent Holders will be entitled to the date of the written request made by the requesting Holders, then the an additional Demand Registration shall not be deemed to have been effected)pursuant hereto. (b) In The Company, within 45 days of the event that date on which the requesting Holders withdraw or do not pursue a request for Company receives a Demand Registration and, pursuant to Notice given by Holders in accordance with Section 2.01(a2(a) hereof, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective, a Registration Statement on the appropriate form for the registration and sale, in accordance with the intended method or methods of distribution, of the total number of Registrable Shares specified by the Holders in such Demand Registration is deemed Notice, which may include a "shelf" registration (a "Shelf Registration") pursuant to have been effected, Rule 415 under the Holders may reacquire such Demand Registration Securities Act (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a "Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times"). (c) If The Company shall use commercially reasonable efforts to keep each Registration Statement filed pursuant to this Section 2 continuously effective and usable for the Selling Holders so electresale of the Registrable Shares covered thereby (i) in the case of a Registration that is not a Shelf Registration, for a period of 120 days from the offering date on which the SEC declares such Registration Statement effective and (ii) in the case of a Shelf Registration, for a period of 180 days from the date on which the SEC declares such Registration Statement effective, in either case (x) until all the Registrable Securities Shares covered by such Registration Statement have been sold pursuant to such Demand Registration shall Statement), and (y) as such period may be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right extended pursuant to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheldthis Section 2. (d) The Selling Holders will inform Company shall be entitled to postpone the Corporation filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 2, or suspend the use of any effective Registration Statement under this Section 2, for a reasonable period of time, but not in excess of 90 days (a "Delay Period"), if any executive officer of the time Company determines that in such executive officer's reasonable judgment and manner of any disposition of Registrable Securities, good faith the registration and agree to reasonably cooperate with the Corporation in effecting the disposition distribution of the Registrable Securities Shares covered or to be covered by such Registration Statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof and promptly gives the Holders written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the period of the anticipated delay; provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of (x) 180 days minus (y) the number of days occurring during all Hold Back Periods and Interruption Periods during such consecutive 12 months and (ii) a manner period of at least 60 days shall elapse between the termination of any Delay Period, Hold Back Period or Interruption Period and the commencement of the immediately succeeding Delay Period. If the Company shall so postpone the filing of a Registration Statement, the Holders of Registrable Shares to be registered shall have the right to withdraw the request for registration by giving written notice from the Holders of a majority of the Registrable Shares that does were to be registered to the Company within 45 days after receipt of the notice of postponement or, if earlier, the termination of such Delay Period (and, in the event of such withdrawal, such request shall not unreasonably disrupt be counted for purposes of determining the public trading number of requests for registration to which the Holders of Registrable Shares are entitled pursuant to this Section 2). The time period for which the Company is required to maintain the effectiveness of any Registration Statement shall be extended by the aggregate number of days of all Delay Periods, all Hold Back Periods and all Interruption Periods occurring during such Registration and such period and any extension thereof is hereinafter referred to as the "Effectiveness Period". The Company shall not be entitled to initiate a Delay Period unless it shall (A) to the extent permitted by agreements with other security holders of the Company, concurrently prohibit sales by such other security holders under registration statements covering securities held by such other security holders and (B) in accordance with the Company's policies from time to time in effect, forbid purchases and sales in the open market for by senior executives of the Common StockCompany. (e) The Corporation will have Except to the right extent required by agreements with other security holders of the Company entered into prior to preempt the date of the Merger Agreement, the Company shall not include any Demand securities that are not Registrable Shares in any Registration with Statement filed pursuant to this Section 2 without the prior written consent of the Holders of a primary registration majority in number of the Registrable Shares covered by delivering such Registration Statement. (f) Holders of a majority in number of the Registrable Shares to be included in a Registration Statement pursuant to this Section 2 may, at any time prior to the effective date of the Registration Statement relating to such Registration, revoke such request by providing a written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Company revoking such request. The Holders indicating that of Registrable Shares who revoke such request shall reimburse the Corporation has identified a specific business need Company for all its out-of-pocket expenses incurred in the preparation, filing and use for the proceeds processing of the sale of Registration Statement; provided, however, that, if such securities and revocation was based on the Corporation shall use commercially reasonable efforts Company's failure to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth comply in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registrationany material respect with its obligations hereunder, such requested registration will not count as a Demand Registration; provided that a Demand Registration will reimbursement shall not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02required.

Demand Registration. (a) Buyer, on The Company hereby agrees to use its own behalf and on behalf of the other Holders, may make up best efforts to two written requests for registration under the Securities Act of register all or any part portion of the Registrable Securities held Shares on one (1) occasion upon receipt of a written request from a holder (the “Holder” or “Holders”) of record of the Registrable Shares that the Company file a registration statement under the 1933 Act covering the registration of the Registrable Shares then outstanding. The Company shall, within twenty (20) days of its receipt thereof, give written notice of such request to all holders of record of Registrable Shares. The Holders of said Registrable Shares shall then have fifteen (15) days from the date of mailing of such notice by the Company to request that all or a portion of their respective Registrable Shares be included in said registration. (b) If the Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Agreement, and the Company shall include such information in the written notice to the other Holders of Registrable Shares referred to in Section 1(a) above. In such event, the right of any Holder to include its Registrable Shares in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Shares in the underwriting (eachunless otherwise mutually agreed by the Company, the underwriter, the Initiating Holder and such Holder) is limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 3(e) below) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by mutual agreement of the Company and the Initiating Holder, which agreement shall not be unreasonably withheld. Notwithstanding any other provision of this Section 1, if the underwriter advises the Initiating Holder and the Company in writing that marketing factors require a DEMAND REGISTRATION). Such request will specify limitation of the aggregate number of shares to be underwritten, then the Initiating Holder shall so advise all Holders of Registrable Shares which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities proposed to Shares that may be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or included in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration underwriting shall be deemed allocated on a pro rata basis among all Holders that have requested to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change participate in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two timesregistration. (c) If Each such registration shall remain effective for a period of one hundred eighty (180) days, unless the Selling Holders so electInitiating Holder requests that such registration be terminated prior to the expiration of such period. (d) If, after a registration statement becomes effective, the offering Company advises the Holders that the registration statement is required to be amended under applicable federal securities laws, the Holders shall suspend any further sales of such their Registrable Securities Shares, until the Company advises them that the registration statements has been amended, but not more than thirty (30) days. The one hundred eighty (180)-day time period referred to in subsection (c) during which the registration statement must be kept current after its effective date shall be extended for an additional number of business days equal to the number of business days during which the right to sell the Registrable Shares was suspended pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of preceding sentence. (e) the Selling Holders Company shall have the right to select the managing Underwriters and any additional investment bankers and managers exclude an underwriter not reasonably acceptable to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheldit. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (a) Buyer, on its own behalf and on behalf At any time beginning as of the other Holdersdate hereof, Holders of a majority of the Registrable Securities may make up to two written requests for require registration (a “Demand Registration”) under the Securities Act of all or any part of the their Registrable Securities held by the Holders (each, a DEMAND REGISTRATION). Such request will specify the aggregate number Securities; provided that each such Demand Registration must be in respect of at least 100,000 shares of Registrable Securities proposed Common Stock. Holders may exercise this demand registration right under this Section 2 by giving a written request to be sold and will also specify the Company specifying the intended method of disposition thereofof Holders’ Registrable Securities. Within five business days of receipt of such request, the Company shall promptly notify all other Holders of the request. The Holders shall have thirty 30 days after receipt by such Holder of such notice from the Company to request that their Registrable Securities be included in the registration with the shares of the Holders initially requiring registration pursuant to this Section 2. Holder will be entitled to require up to two Demand Registrations on Form S-1 and unlimited Demand Registrations on Form S-3 (or any respective successor forms). A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration Section 2 shall not be deemed to have been effectedeffected or requested (a) unless a Registration Statement with respect thereto has become effective and Holder is legally permitted to sell the Registrable Securities included therein and the Registration Statement remains effective for at least 180 consecutive days (unless the Registrable Securities are sold within a shorter period, then the Registration Statement shall have remained effective for such shorter period); (b) if after the Registration Statement has become effective, a stop-order, injunction or order suspending the effectiveness of the 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 the Company for completion of the transactions contemplated by the selling agreement or underwriting agreement related to the registration are not satisfied by the Company or waived by the underwriters. (b) In If Holders of a majority of the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration andRegistrable Securities being registered so elect, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A If the Demand Registration is an underwritten offering, Holders of a majority in interest of the Selling Holders shall Registrable Securities being registered will have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such for the offering, subject to the CorporationCompany's approval, which approval shall not be unreasonably withheld. In a Demand Registration that is an underwritten offering, as many securities of the Company that the Company elects may be included in such registration on the same terms and conditions as the Registrable Securities to be included in such registration; however, if the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and other securities to be included in the registration exceeds the number that can be sold in such offering at a price satisfactory to Holders, the Company will give priority for inclusion in such registration: (a) first, to the Registrable Securities requested to be included in such registration by Holders and (b) second, to the securities the Company elects to be included in such registration. (dc) The Selling Holders will inform the Corporation Company may delay a Demand Registration for up to 90 days if a majority of the time and manner Company's Board of any disposition of Registrable Securities, and agree Directors determines that it would be significantly detrimental to reasonably cooperate the Company to proceed with the Corporation registration. Notwithstanding anything in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention this Section 2 to the Selling Holders indicating that contrary, the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts Company will not be obligated to effect a primary registration Demand Registration within 60 days of such notice. In six months after the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption effective date of a requested previous Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02.

Demand Registration. (a) BuyerSubject to the last sentence of this Section 2(a), on its own behalf any Holder or Holders shall have the right during the Registration Period, by written notice (the "DEMAND NOTICE") given to the Company, to request the Company to register under and on behalf in accordance with the provisions of the other Holders, may make up to two written requests for registration under the Securities Act of all or any part portion of the Registrable Securities Shares designated by such Holders; PROVIDED, HOWEVER, that the aggregate value (based on the closing price per share of Common Stock at the respective dates of such notices) of Registrable Shares requested to be registered pursuant to any Demand Notice and pursuant to any related Inclusion Notices received pursuant to the following sentence shall be at least $ 20 million. Upon receipt of any such Demand Notice, the Company shall promptly (and in no event later than 15 days after receipt of such Demand Notice) notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Shares held by them in the Holders proposed registration by submitting their own written notice to the Company no later than 15 days after receipt of the notice from the Company of the Demand Notice requesting inclusion of a specified number of such Holders' Registrable Securities (each, a DEMAND REGISTRATIONthe "INCLUSION NOTICE"). Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a In connection with any Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a in which more than one Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transactionparticipates, or in the event the requesting Holders withdraw or do not pursue the request for the that such Demand Registration involves an Underwritten Offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total number of Registrable Shares to be included in such offering exceeds the amount that can be sold in (in each or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit BRegistrable Shares to be sold), then the amount of Registrable Shares to be offered for the account of such Demand Registration Holders shall be deemed reduced pro rata on the basis of the number of Registrable Shares to have been effected (provided that if the be registered by each such Holder. The Holders as a group shall be entitled to three Demand Registrations pursuant to this Section 2. If any such Demand Registration does not become effective because or is not maintained for a period (whether or not continuous) of a material adverse change in at least 120 days (or such shorter period as shall terminate when all the condition Registrable Shares covered by such Demand Registration (financial or otherwiseother than any shares reserved for issuance upon exercise of the underwriters' overallotment option) have been sold pursuant thereto), business, assets or results of operations the affected Holders will be entitled to an additional Demand Registration pursuant hereto. For purposes of the Corporation foregoing, the 120-day period does not have to be consecutive and its subsidiaries taken may be interrupted by Delay Periods or Interruption Periods as a whole set forth herein. It is agreed that occurs subsequent the registration of Registrable Shares pursuant to the date of the written request made by the requesting Holders, then the Demand Registration an Inclusion Notice shall not be deemed to have been effected)be a separate Demand Registration. Nothing in this Section 2(a) shall limit any rights pursuant to Section 3 hereof. (b) In The Company, within 45 days of the event that date on which the requesting Holders withdraw or do not pursue a request for Company receives a Demand Registration and, pursuant to Notice given by Holders in accordance with Section 2.01(a2(a) hereof, shall file with the SEC, and the Company shall thereafter use commercially reasonable efforts to cause to be declared effective, a Registration Statement on the appropriate form for the registration and sale, in accordance with the intended method or methods of distribution, of the total number of Registrable Shares specified by the Holders in such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration Notice (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times"DEMAND REGISTRATION"). (c) If The Company shall use commercially reasonable efforts to cause the Selling Holders so elect, Registration Statement to be declared effective and to keep each Registration Statement filed pursuant to this Section 2 continuously effective and usable for the offering resale of the Registrable Shares covered thereby until the earlier of (i) 120 days from the date on which the SEC declares such Registration Statement effective (as such period may be extended pursuant to this Section 2) and (ii) the date on which all the Registrable Securities Shares covered by such Registration Statement (other than any shares reserved for issuance upon exercise of the underwriters' overallotment option) have been sold pursuant to such Registration Statement. (d) Except with respect to the first Demand Registration Notice contemplated by Section 2(g) hereof, the Company shall be entitled to postpone the filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 2 for a reasonable period of time, but not in excess of 90 days (a "DELAY PERIOD"), if the form Board of an underwritten offering. A majority in interest Directors of the Selling Company determines in good faith that the registration and distribution of the Registrable Shares covered or to be covered by such Registration Statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof and promptly gives the Holders written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the period of the anticipated delay; PROVIDED, HOWEVER, that (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of (x) 120 days minus (y) the number of days occurring during all Interruption Periods during such consecutive 12 months and (ii) a period of at least 60 days shall elapse between the termination of any Delay Period or Interruption Period and the commencement of the immediately succeeding Delay Period. If the Company shall so postpone the filing of a Registration Statement, the Holders of Registrable Shares to be registered shall have the right to select withdraw the managing Underwriters request for registration by giving written notice from the Holders of a majority of the Registrable Shares that were to be registered to the Company within 30 days after receipt of the notice of postponement or, if earlier, the termination of such Delay Period (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of requests for registration to which the Holders of Registrable Shares are entitled pursuant to this Section 2). The time period for which the Company is required to maintain the effectiveness of any Registration Statement shall be extended by the aggregate number of days of all Delay Periods and all Interruption Periods occurring during such Registration and such period and any additional investment bankers extension thereof is hereinafter referred to as the "EFFECTIVENESS PERIOD." The Company shall not be entitled to initiate a Delay Period or an Interruption Period unless it shall (A) concurrently prohibit sales by all other security holders under registration statements covering securities held by such other security holders (excluding exercise of options pursuant to a Form S-8) and managers to be used (B) forbid purchases and sales in connection the open market by senior executives of the Company. (e) Except with such offering, subject respect to the Corporation's approvalfirst Demand Registration contemplated by Section 2(g) hereof, the Company shall not include any securities that are not Registrable Shares in any Registration Statement filed pursuant to this Section 2 without the prior written consent of the Holders of a majority in number of the Registrable Shares held by Holders covered by such Registration Statement, which approval consent shall not be unreasonably withheld. (df) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation a majority in effecting the disposition number of the Registrable Securities Shares to be included in a manner that does Registration Statement pursuant to this Section 2 may, at any time prior to the effective date of the Registration Statement relating to such Registration, revoke such request by providing a written notice to the Company revoking such request. The Holders of Registrable Shares who revoke such request shall reimburse the Company for all its out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement; PROVIDED, HOWEVER, that, if such revocation was pursuant to Section 2(d) (for a postponement) or was based on the Company's failure to comply in any material respect with its obligations hereunder, such reimbursement shall not unreasonably disrupt be required, and such registration shall not count against the public trading market maximum number of Demand Registrations to which the applicable Holders are entitled under Section 2(a). In addition, if pursuant to the terms of this Section 2(f), the Holders reimburse the Company for its out-of-pocket expenses incurred in the Common Stockpreparation, filing and processing of any Registration Statement requested, and subsequently revoked by such Holder(s), such registration shall not count against the maximum number of Demand Registrations to which the applicable Holder(s) are entitled under Section 2(a). (eg) The Corporation will have Notwithstanding anything herein to the contrary, the Stockholders hereby give their first Demand Notice to the Company as set forth on Schedule I hereto, subject to their right to preempt any revoke such request pursuant to Section 2(f), and understand and agree that the Company intends to include authorized but unissued Company Common Stock for sale in such Registration pursuant to a firm commitment Underwritten Offering. In the event the managing underwriter or underwriters participating in such offering advise in writing the Company and the Holders of Registrable Shares to be included in such offering that the total number of Registrable Shares and shares of Company Common Stock to be sold by the Company to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Shares and other shares of Company Common Stock to be sold), then the amount of shares to be offered shall be reduced in the following order of priority: (i) first, the amount of Company Common Stock to be sold by the Company shall be reduced, to the extent necessary, until such amount equals zero, and (ii) second, to the extent necessary, the amount of Registrable Shares shall be reduced pro rata on the basis of the number of Registrable Shares to be registered by each such Holder. It is understood that the second Demand Registration with Notice may not be given for a primary registration by delivering written notice (within five business days period of at least six months after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds completion of the sale of such securities and Registrable Shares effected pursuant to the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested first Demand Registration, such requested registration will and that the third Demand Notice may not count as be given for a period of at least twelve months after the completion of the sale of Registrable Shares effected pursuant to the second Demand Registration; provided , and that no Demand Notice will be given for a Demand period of 120 days after the sale of any shares of Company Common Stock pursuant to a Registration will not be deemed preempted if Statement in which the Holders are permitted have been given an opportunity to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights participate as set forth provided in Section 2.023(a) hereof and have either sold any shares as part of such offering or have elected not to participate.

Demand Registration. (a) BuyerThe Holders shall have the right, on its own behalf following the Effective Date, by written notice (a "Demand Notice") given to HLI, to request HLI to register under and on behalf in accordance with the provisions of the other Holders, may make up to two written requests for registration under the Securities Act of all or any part portion of the Registrable Securities held designated by the Holders (eachsuch Holders; provided, a DEMAND REGISTRATION). Such request will specify however, that the aggregate number of shares Registrable Securities requested to be registered pursuant to any Demand Notice and pursuant to any related Demand Notices received pursuant to the following sentence shall be at least 5,000,000. Upon receipt of any such Demand Notice, HLI shall promptly notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Securities held by them in the proposed registration by submitting their own Demand Notice. In the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Securities proposed to be included in such offering that the total number of Registrable Securities to be included in such offering exceeds the amount that can be sold and will also specify in (or during the intended method time of) such offering without delaying or jeopardizing the success of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to such offering (including the failure of a Holder to perform its obligations under this Exhibit B or the inability price per share of the requesting Holders Registrable Securities to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit Bbe sold), then the amount of Registrable Securities to be offered for the account of such Demand Registration Holders shall be deemed reduced pro rata on the basis of the number of Registrable Securities to have been be registered by each such Holder. The Holders as a group shall be entitled to (i) unlimited Demand Registrations prior to the Trigger Date and (ii) three Demand Registrations following the Trigger Date, less any Demand Registrations effected (provided that if prior to the Trigger Date, each pursuant to this Section 5.01(a) unless any Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall is not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request maintained for a Demand Registration and, pursuant to Section 2.01(aperiod (whether or not continuous) hereof, of at least 120 days (or such shorter period as shall terminate when all the Registrable Securities covered by such Demand Registration is deemed to have been effectedsold pursuant thereto), the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, case the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a be entitled to an additional Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02pursuant hereto.

Demand Registration. (a) Buyer, on its own behalf Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and on behalf of any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the other Holders, may make up "Stockholders") shall at any time have the right to two written requests for request registration under the Securities Act of all or any part Act, of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Securities held by Shares") upon the Holders (each, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold terms and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due subject to the failure of a Holder to perform its obligations under conditions set forth in this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected)Agreement. (b) In the event that the requesting Holders withdraw or do not pursue Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a Demand registration statement under the Securities Act (a "Registration and, pursuant to Section 2.01(aStatement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters Stockholders and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approvalapproved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) The ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Holders will inform Stockholders written notice of such determination. If ANTEC shall postpone the Corporation filing of any Registration Statement, any of the time and manner of any disposition of Registrable Securities, and agree Selling Stockholders shall have the right to reasonably cooperate with the Corporation in effecting the disposition withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the Registrable Securities in a manner notice of postponement. In the event that does all of the Selling Stockholders withdraw their request, such request shall not unreasonably disrupt be counted for purposes of determining the public trading market for the Common Stocknumber of registrations to which Stockholders are entitled hereunder. (e) The Corporation will have Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds terms of the sale of not be satisfactory to such securities and the Corporation shall use commercially reasonable efforts to effect a primary Selling Stockholder; should all Selling Stockholders who are participating in such registration within 60 days of such notice. In the ensuing primary registrationso withdraw, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registrationhowever, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not shall be deemed preempted if to have occurred for the Holders are permitted purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to sell the number of shares requested to be included) within 20 days after any such withdrawal, all requested securities of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the ensuing primary event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by exercising their piggyback registration rights the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as set forth compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 2.021 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.

Demand Registration. (a) BuyerThe Holders shall have the right, during the period (the "Registration Period") commencing on its own behalf the date of this Agreement and ending on behalf the third anniversary of the other Holdersdate of this Agreement, may make up by written notice (the "Demand Notice") given to two written requests for registration the Company, to request the Company to register under and in accordance with the provisions of the Securities Act of all or any part portion of the Registrable Securities held Shares designated by the Holders (eachsuch Holders; provided, a DEMAND REGISTRATION). Such request will specify however, that the aggregate number of shares of Registrable Securities proposed Shares requested to be sold registered pursuant to any Demand Notice and will also specify pursuant to any related Demand Notices received pursuant to the intended method following sentence shall be at least 5,000,000. Upon receipt of disposition thereofany such Demand Notice, the Company shall promptly notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Shares held by them in the proposed registration by submitting their own Demand Notice. A registration will not count as a In connection with any Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a in which more than one Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transactionparticipates, or in the event the requesting Holders withdraw or do not pursue the request for the that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total number of Registrable Shares to be included in such offering exceeds the amount that can be sold in (in each or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit BRegistrable Shares to be sold), then the amount of Registrable Shares to be offered for the account of such Demand Registration Holders shall be deemed reduced pro rata on the basis of the number of Registrable Shares to have been effected (provided that if the be registered by each such Holder. The Holders as a group shall be entitled to three Demand Registrations pursuant to this Section 2 unless any Demand Registration does not become effective because or is not maintained for a period (whether or not continuous) of a material adverse change in at least 120 days (or such shorter period as shall terminate when all the condition (financial or otherwiseRegistrable Shares covered by such Demand Registration have been sold pursuant thereto), business, assets or results of operations of in which case the Corporation and its subsidiaries taken as a whole that occurs subsequent Holders will be entitled to the date of the written request made by the requesting Holders, then the an additional Demand Registration shall not be deemed to have been effected)pursuant hereto. (b) In The Company, within 45 days of the event that date on which the requesting Holders withdraw or do not pursue a request for Company receives a Demand Registration and, pursuant to Notice given by Holders in accordance with Section 2.01(a2(a) hereof, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective, a Registration Statement on the appropriate form for the registration and sale, in accordance with the intended method or methods of distribution, of the total number of Registrable Shares specified by the Holders in such Demand Registration is deemed Notice, which may include a "shelf" registration (a "Shelf Registration") pursuant to have been effected, Rule 415 under the Holders may reacquire such Demand Registration Securities Act (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a "Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times"). (c) If The Company shall use commercially reasonable efforts to keep each Registration Statement filed pursuant to this Section 2 continuously effective and usable for the Selling Holders so electresale of the Registrable Shares covered thereby (i) in the case of a Registration that is not a Shelf Registration, for a period of 120 days from the offering date on which the SEC declares such Registration Statement effective and (ii) in the case of a Shelf Registration, for a period of 180 days from the date on which the SEC declares such Registration Statement effective, in either case (x) until all the Registrable Securities Shares covered by such Registration Statement have been sold pursuant to such Demand Registration shall Statement), and (y) as such period may be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right extended pursuant to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheldthis Section 2. (d) The Selling Holders will inform Company shall be entitled to postpone the Corporation filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 2, or suspend the use of any effective Registration Statement under this Section 2, for a reasonable period of time, but not in excess of 90 days (a "Delay Period"), if any executive officer of the time Company determines that in such executive officer's reasonable judgment and manner of any disposition of Registrable Securities, good faith the registration and agree to reasonably cooperate with the Corporation in effecting the disposition distribution of the Registrable Securities Shares covered or to be covered by such Registration Statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof and promptly gives the Holders written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the period of the anticipated delay; provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of (x) 180 days minus (y) the number of days occurring during all Hold Back Periods and Interruption Periods during such consecutive 12 months and (ii) a manner period of at least 60 days shall elapse between the termination of any Delay Period, Hold Back Period or Interruption Period and the commencement of the immediately succeeding Delay Period. If the Company shall so postpone the filing of a Registration Statement, the Holders of Registrable Shares to be registered shall have the right to withdraw the request for registration by giving written notice from the Holders of a majority of the Registrable Shares that does were to be registered to the Company within 45 days after receipt of the notice of postponement or, if earlier, the termination of such Delay Period (and, in the event of such withdrawal, such request shall not unreasonably disrupt be counted for purposes of determining the public trading number of requests for registration to which the Holders of Registrable Shares are entitled pursuant to this Section 2). The time period for which the Company is required to maintain the effectiveness of any Registration Statement shall be extended by the aggregate number of days of all Delay Periods, all Hold Back Periods and all Interruption Periods occurring during such Registration and such period and any extension thereof is hereinafter referred to as the "Effectiveness Period". The Company shall not be entitled to initiate a Delay Period unless it shall (A) to the extent permitted by agreements with other security holders of the Company, concurrently prohibit sales by such other security holders under registration statements covering securities held by such other security holders and (B) in accordance with the Company's policies from time to time in effect, forbid purchases and sales in the open market for by senior executives of the Common StockCompany. (e) The Corporation will have Except to the right extent required by agreements with other security holders of the Company or Parent entered into prior to preempt September 22, 1995, the Company shall not include any Demand securities that are not Registrable Shares in any Registration with Statement filed pursuant to this Section 2 without the prior written consent of the Holders of a primary registration majority in number of the Registrable Shares covered by delivering such Registration Statement. (f) Holders of a majority in number of the Registrable Shares to be included in a Registration Statement pursuant to this Section 2 may, at any time prior to the effective date of the Registration Statement relating to such Registration, revoke such request by providing a written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Company revoking such request. The Holders indicating that of Registrable Shares who revoke such request shall reimburse the Corporation has identified a specific business need Company for all its out-of-pocket expenses incurred in the preparation, filing and use for the proceeds processing of the sale of Registration Statement; provided, however, that, if such securities and revocation was based on the Corporation shall use commercially reasonable efforts Company's failure to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth comply in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registrationany material respect with its obligations hereunder, such requested registration will not count as a Demand Registration; provided that a Demand Registration will reimbursement shall not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02required.

Demand Registration. (a) Buyer, If on its own behalf and on behalf any one occasion after the earlier of the other HoldersInitial Public Offering or two (2) years from the date of this Agreement (including an occasion of registration on Form S- 1 or its then equivalent) one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a right to acquire Registrable Securities. Upon written request of any Holder given within ten (10) business days after the receipt by such Holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may make up be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to two written requests for registration offer) to be registered under the Securities Act of all as expeditiously as possible. The Company shall not be required to effect more than one registration pursuant to this Section 3; provided, however, that if the Company determines to include shares to be sold by it or any part stockholders other than the Holders in any registration requests pursuant to this Section 3, such registration shall be deemed to have been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the Holders of Registrable Securities are unable to include in any such Registration Statement all of the Registrable Securities held initially requested for inclusion in such Registration Statement, either as a result of any limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of the underwriters is not likely to) constitute a Qualified Public Offering; or (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of any Registration Statement pertaining to any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders (each, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares of Registrable Securities proposed for inclusion in such registration pursuant to be sold and will also specify the intended method of disposition thereofSection 2 above. A registration will requested pursuant to this Section 3 shall not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that i) unless a Registration Statement with respect thereto has been declared effective by the Commission or (ii) if the Demand Registration Statement does not become remain effective because for a period of at least 180 days beyond the effective date thereof or, with respect to an underwritten offering of Registrable Securities, until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement. If a material adverse change registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Form Registration on Form S-3. In addition to the rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the condition Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such registration can be effected on Form S-3 (financial or otherwiseany similar form promulgated by the Commission), businessthe Company will so notify each Holder of Registrable Securities, assets including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or results of operations such portion of the Corporation Registrable Securities as the Holder or Holders shall specify; provided, however, that the Company will not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders are requesting registration of shares of Registrable Securities having an aggregate expected public offering price (before deduction of underwriting discounts and its subsidiaries taken as expenses of sale) of at least $500,000. The Company shall not be obligated or required to effect a whole that occurs subsequent registration pursuant to this Section 4 during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request made of Holders for such demand registration pursuant to this Section 4 shall have been received by the requesting Holders, then Company after the Demand Registration Company shall not be deemed have given to have been effected). (b) In the event all Holders of Registrable Securities a written notice stating that the requesting Holders withdraw or do not pursue a request Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the benefit of the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand a Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheldStatement on Form S-3. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (a) BuyerSubject to the provisions of Section 2.03(c) and Section 3.04 hereof, at any time and from time to time after the Closing Date, in the event that any Holder holds Registrable Securities that are not registered for resale on its own behalf and on behalf of the other Holdersa delayed or continuous basis, may make up to two written requests for registration under the Securities Act of all or any part Holder that holds at least five percent (5.0%) of the Registrable Securities held (such holder, the “Demanding Holder”), may make a written demand for Registration for all or part of such Registrable Securities on a Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.02, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to Section 2.03(b) below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a Shelf as soon thereafter as practicable, but not more than thirty (30) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect (i) more than two (2) Registrations pursuant to a Demand Registration initiated by the Sponsor, (ii) more than two (2) Registrations pursuant to a Demand Registration initiated by the Holders (each, a DEMAND REGISTRATION). Such request will specify other than the aggregate number of shares of Registrable Securities proposed Sponsor) or (iii) more than four (4) Registrations pursuant to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (aggregate, in each of the foregoing casescase, provided in any 12-month period; provided, however, that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event counted for such purposes unless a Registration Statement that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two timesavailable at such time has become effective. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. 2.1.1 If at any time and from time to time on or after the date hereof, the Company shall receive a request from one or more Holders (a) Buyer, on its own behalf and on behalf of the other such Holders, may make up to two written requests for the “Requesting Shareholders”) that the Company, effect a registration under the Securities Act of all or any part portion of the Requesting Shareholder’s Registrable Securities held by the Holders (eachSecurities, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold and will also specify specifying the intended method of disposition thereof, including whether to be conducted via an underwritten offering (each such request shall be referred to herein as a “Demand Registration”), the Company shall use its reasonable best efforts to effect, as expeditiously as possible, and in no event later than 45 Business Days after the receipt of such request, the filing of a Registration Statement and the effectiveness of the Demand Registration, subject to the restrictions set forth in this ARTICLE II. A registration will not count as The Company shall give reasonably prompt notice of a Demand Registration until it has become effective. Should (and in no event later than 15 Business Days or 5 Business Days in the case of a Bought Deal prior to the anticipated filing date of the Registration Statement relating to such Demand Registration) to the other Holders with respect to all other Registrable Securities of the same class as those requested to be registered by the Requesting Shareholders (all such Holders, together with the Requesting Shareholders, and any other Holders participating in a Demand Registration not become effective due or Piggyback Registration, the “Registering Shareholders”) that such Holders have the right to request the failure Company to register by request received by the Company within 10 Business Days, or 2 Business Days in the case of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transactionBought Deal, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to after the date of the written request made Company’s notice of the Demand Registration, and the Company shall use reasonable best efforts to include all Registrable Securities requested to be registered by the requesting HoldersRegistering Shareholders in such Registration Statement. Notwithstanding the foregoing, then the Demand Registration Company shall not be deemed obligated to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for effect a Demand Registration and(i) unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $30,000,000 and (ii) if the Company shall have effected a Demand Registration in which Holders had the opportunity to sell Registrable Securities within the three-month period prior to receipt of the Demand Registration. 2.1.2 At any time prior to the Public Offering Launch of a Demand Registration, pursuant the Requesting Shareholders may revoke such request, without liability to Section 2.01(aany of the other Registering Shareholders, by providing a notice to the Company revoking such request. 2.1.3 The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether (i) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration completed or (such that the withdrawal or failure to pursue ii) a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Requesting Shareholder sells Registrable Securities pursuant to such Demand Registration. 2.1.4 A Demand Registration shall be in deemed not to have occurred: (a) unless the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters Public Offering Pricing has been completed and any additional investment bankers and managers to be used in connection with such offering, subject a final Prospectus or Shelf Prospectus Supplement relating to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate applicable Registration Statement containing pricing information has been filed with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand RegistrationCommission; provided that a Demand Registration will shall be deemed not to have occurred if either (1) such Registration Statement is interfered with by any cease trade or stop order, injunction or other order or requirement of the Commission or any other governmental agency or court or (2) less than 75% of the Registrable Securities included in such Registration Statement have been sold thereunder; or (b) if the Maximum Offering Size is reduced in accordance with subsection 2.1.5 such that less than 75% of the Registrable Securities of the Requesting Shareholders sought to be included in such registration are included. 2.1.5 If a Demand Registration involves an underwritten Public Offering and the managing underwriters advise the Company and the Registering Shareholders that, in their view, the amount of Registrable Securities requested to be included in such Demand Registration (including any securities that the Company proposes to include) exceeds the largest amount of Registrable Securities that can be sold without having an adverse effect on such offering, including the price at which such Registrable Securities can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (a) first, all Registrable Securities requested to be registered by the Registering Shareholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Persons on the basis of the relative number of Registrable Securities beneficially owned by such Registering Shareholders); and (b) second, any securities proposed to be registered by any other Persons (including the Company), with such priorities among them as the Company shall determine. 2.1.6 The Company may postpone effecting a Demand Registration on one occasion during any period of twelve consecutive months for a reasonable time specified in the notice but not exceeding 60 days (which period may not be deemed preempted extended or renewed), if the Company provides a certificate signed by the principal executive officer of the Company stating that in the good faith judgement of the Board that it would be seriously detrimental to the Company and its shareholders for such Demand Registration to be effected at such time. It is agreed that the existence or anticipation of a material acquisition or financing activity will be sufficient reason for the Company to postpone a Demand Registration. 2.1.7 At any time that Holders are permitted may request a Demand Registration, upon the request of one or more Holders that satisfy the Registration Requirements, the Company shall use its reasonable best efforts to sell all requested securities file a Registration Statement for a Shelf Registration with respect to the Registrable Securities and to cause such Shelf Registration to become effective as soon as practicable thereafter. Any request for the Company to prepare and file a Shelf Prospectus Supplement pursuant to a Shelf Registration in connection any underwritten Public Offering shall be deemed to be a Demand Registration subject to the provisions of subsection 2.1.1; provided, that for purposes of such Shelf Prospectus Supplement, the reference to 45 business days in subsection 2.1.1 shall be deemed to be 25 business days; provided, further that none of (x) the filing of a Shelf Prospectus or (y) the filing of Shelf Prospectus Supplement that does not relate to an underwritten Public Offering and is only for the purpose of updating a Shelf Prospectus with the ensuing primary offering identities of any selling shareholders, the amounts of securities to be sold and any related information required by exercising their piggyback registration rights as set forth the applicable Registration Statement, shall constitute a Demand Registration subject to the provisions of subsection 2.1.1; provided, further, that no Holder may request a Shelf Registration pursuant to this subsection 2.1.7 if such Holder’s Registrable Securities may, at the time of such request, be resold pursuant to a Registration Statement previously filed by the Company and declared effective by the Commission. The Company shall give notice of any Shelf Registration pursuant to the procedures in Section 2.02subsection 2.1.1.

Demand Registration. (a) BuyerSubject to the restrictions contained in this Section 2, on its own behalf and on behalf Holders holding at least 75% of the other aggregate number of Warrant Shares that are issuable upon the exercise of all of the Warrants may request the registration the Warrant Shares under the Securities Act, and under the securities or blue sky laws of any jurisdiction designated by such Holders. Notwithstanding the foregoing, may make up the Company shall only be required to two written requests effect one registration under this Section 2.1. A request for a registration under this Section 2.1 shall specify the amount of the Warrant Shares proposed to be sold, the intended method of disposition of the Warrant Shares and the jurisdictions in which registration is desired. Upon such a request, the Company shall use its best efforts to cause the registration under the Securities Act of all or any part the Warrant Shares that the Holders have demanded to be registered. Within fifteen (15) days after the receipt of the Registrable Securities request, the Company shall give written notice of the request to all other Holders and include in the registration all Warrant Shares held by a Holder from whom or which the Holders Company has received a written request for inclusion in the registration at least ten (each, a DEMAND REGISTRATION)10) days prior to the filing of the registration statement. Such Each request will specify the aggregate number of shares of Registrable Securities proposed to be sold and will also specify the number of Warrant Shares to be registered, the intended method of disposition thereofof the Warrant Shares and the jurisdictions in which registration is desired. A The Company shall be entitled to include in any registration will not count statement and offering made pursuant to this Section 2.1, authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as a Demand Registration until it has become effective. Should a Demand Registration not become effective due treasury shares; provided, that such inclusion shall be permitted only to the failure of a Holder extent that it is provided for in and subject to perform its obligations under this Exhibit B or the inability terms of the requesting Holders to reach underwriting agreement or arrangements, if any, entered into with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent respect to the date of Registration Statement. Notwithstanding anything else to the written request made by the requesting Holderscontrary contained herein, then the Demand Registration shall not be deemed to have been effected). (b) In in the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, number of Registrable Shares being registered must be reduced pursuant to Section 2.01(a) Sections 2.3 or 2.5 hereof, any such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration reduction shall be in accomplished by first reducing the form number of an underwritten offering. A majority in interest Purchased Shares, if any, that are being registered on a pro rata basis until such number reaches zero and then by reducing the number of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheldWarrant Shares that are being registered on a pro rata basis. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (a) BuyerAfter the expiration of 180 days after the Closing Date, on its own behalf and on behalf any Holder or Holders who collectively Beneficially Own at least 20% of the other Holders, Registrable Securities may make up request (a "Request Notice") the Company to two written requests for registration register under the Securities Act of all or any part portion of the Registrable Securities that are held by the such Holder or Holders (eachcollectively, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters "Requesting Holder") for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change manner specified in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected)Request Notice. (b) In Promptly following receipt of a Request Notice, the event Company shall notify each Holder (except the Requesting Holder) of the receipt of a Request Notice and shall use its commercially reasonable efforts to file a registration statement under the Securities Act (each such registration statement is hereinafter referred to as a "Registration Statement") effecting the registration under the Securities Act, for public sale in accordance with the method of disposition specified in such Request Notice, of the Registrable Securities specified in the Request Notice (and in any notices that the requesting Company receives from other Holders withdraw or do no later than the 15th day after receipt of the notice sent by the Company) (such other Holders and the Requesting Holder are hereinafter referred to as the "Requesting Holders"). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the Requesting Holders holding a majority of the Registrable Securities to be registered, which approval shall not pursue a request for a Demand Registration and, be withheld unreasonably. The Company shall be obligated to register Registrable Securities pursuant to this Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of 2.01 on two timesoccasions only. (c) If the Selling Company has received a Request Notice, whether or not a Registration Statement with respect thereto has been filed or has become effective, and furnishes to the Requesting Holders so elect, a copy of a resolution of the offering Board of such Registrable Securities pursuant to such Demand Registration shall Directors of the Company certified by the Secretary of the Company stating that in the good faith judgment of the Board of Directors it would not be in the form of an underwritten offering. A majority in best interest of the Selling Holders Company's stockholders for such Registration Statement (A) to be filed on or before the date such filing would otherwise be required hereunder, or (B) to become effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, or (z) the Company is unable to comply with requirements of the Commission, the Company shall have the right right, but not more than once in any calendar year with respect to select any Request Notice, to defer such filing or effectiveness for such period as may be reasonably necessary (which period shall not, in any event, exceed ninety days from the managing Underwriters and any additional investment bankers and managers date the response period for Holders pursuant to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheldSection 2.01(b) expires). (d) The Selling Holders will inform Company shall be entitled to include in any Registration Statement filed pursuant to this Section 2.01, for sale in accordance with the Corporation method of disposition specified by the Requesting Holder, securities of the time Company entitled to vote generally in the election of directors (or any securities convertible into or exchangeable for or exercisable for the purchase of securities so entitled generally to vote in the election of directors) (collectively, "Voting Securities") to be sold by the Company for its own account, except as and manner to the extent that, in the opinion of any the managing underwriter (if such method of disposition of Registrable Securitiesshall be an underwritten public offering), and agree to reasonably cooperate with such inclusion would materially jeopardize the Corporation in effecting the disposition successful marketing of the Registrable Securities to be sold. Any Person other than a Holder (the "Other Holders") entitled to piggy-back registration rights with respect to a Registration Statement filed pursuant to this Section 2.01 may include Voting Securities of the Company with respect to which such rights apply in a manner that does not unreasonably disrupt such Registration Statement for sale in accordance with the public trading market for method of disposition specified by the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention Requesting Holder, except and to the Selling Holders indicating that extent that, in the Corporation has identified a specific business need and use for the proceeds opinion of the sale managing underwriter (if such method of disposition shall be an underwritten public offering) such securities inclusion would materially jeopardize the successful marketing of the Registrable Securities to be sold. Except as provided in this subsection (d) and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registrationin Section 2.05, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration Company will not count effect any other registration of its Voting Securities (except with respect to Registration Statements on Form S-4 or S-8 or any forms succeeding thereto for purposes permissible under such forms as a Demand Registration; provided that a Demand Registration will not be deemed preempted if of the Holders are permitted to sell all requested securities date hereof or filed in connection with an exchange offer or an offering of securities solely to the ensuing primary Company's existing stockholders or such other registration statements (i) for the resale of shares issued pursuant to an employee stock ownership trust or other benefit plan of a business acquired in an Acquisition or (ii) in connection with non-underwritten resales of securities issued to owners of a business acquired in an Acquisition), whether for its own account or that of any Other Holder, from the date of receipt of a Request Notice requesting the registration of an underwritten public offering until the completion or abandonment of the distribution by exercising their piggyback the underwriters of all securities thereunder. From and after the date of this Agreement and until no Registrable Securities remain outstanding, the Company shall not grant any demand registration rights as set forth to any Person unless such rights are expressly made subject to the right of Holders to include an equal number of shares of the Registrable Securities along with the other Person's shares in Section 2.02any registration relating to an underwritten public offering with respect to which, in the opinion of the managing underwriter, the inclusion of all shares requested to be registered by all Persons holding registration rights, would materially jeopardize the successful marketing of the securities (including the Registrable Securities) to be sold.

Demand Registration. (a) Buyer, on The Company hereby agrees to use its own behalf and on behalf of the other Holders, may make up best efforts to two written requests for registration under the Securities Act of register all or any part portion of the Registrable Securities held Shares on one (1) occasion upon receipt of a written request from a holder (the "Holder" or "Holders") of record of the Registrable Shares that the Company file a registration statement under the 1933 Act covering the registration of at least twenty-five (25%) of the Registrable Shares then outstanding; provided, however, that the Holders hereby agree not to exercise such demand registration rights pursuant to this Section 1 for a period of one (1) year following the date hereof unless Renaissance Capital Growth & Income Fund III ("Renaissance Capital") and/or Renaissance US Growth & Income Trust PLC ("Renaissance PLC") exercise any of their respective registration rights pursuant to that certain Registration Rights Agreement among the Company, Renaissance Capital and Renaissance PLC, or any other agreement(s) granting to Renaissance Capital and/or Renaissance PLC registration rights. The Company shall, within twenty (20) days of its receipt thereof, give written notice of such request to all holders of record of Registrable Shares. The Holders of said Registrable Shares shall then have fifteen (15) days from the date of mailing of such notice by the Company to request that all or a portion of their respective Registrable Shares be included in said registration. (b) If the Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Agreement, and the Company shall include such information in the written notice to the other Holders of Registrable Shares referred to in Section 1(a) above. In such event, the right of any Holder to include its Registrable Shares in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Shares in the underwriting (eachunless otherwise mutually agreed by the Company, the underwriter, the initiating Holder (the "Initiating Holder") and such Holder) is limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 4(e) below) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by mutual agreement of the Company and the Initiating Holder, which agreement shall not be unreasonably withheld. Notwithstanding any other provision of this Section 1, if the underwriter advises the Initiating Holder and the Company in writing that marketing factors require a DEMAND REGISTRATION). Such request will specify limitation of the aggregate number of shares to be underwritten, then the Initiating Holder shall so advise all Holders of Registrable Shares which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities proposed to Shares that may be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or included in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration underwriting shall be deemed allocated on a pro rata basis among all Holders that have requested to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change participate in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two timesregistration. (c) If Each such registration shall remain effective for a period of one hundred eighty (180) days, unless the Selling Holders so elect, Initiating Holder requests that such registration be terminated prior to the offering expiration of such period. Notwithstanding the foregoing, if the Holders elect not to sell all or any portion of the Registrable Securities Shares pursuant to a demand registration which has become effective, such Demand Registration demand registration right shall nonetheless be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withhelddeemed satisfied. (d) If, after a registration statement becomes effective, the Company advises the Holders that the registration statement is required to be amended under applicable federal securities laws, the Holders shall suspend any further sales of their Registrable Shares, until the Company advises them that the registration statement has been amended, but not more than thirty (30) days. The Selling Holders will inform one hundred eighty (180)-day time period referred to in subsection (c) during which the Corporation registration statement must be kept current after its effective date shall be extended for an additional number of business days equal to the time and manner number of any disposition of Registrable Securities, and agree business days during which the right to reasonably cooperate with the Corporation in effecting the disposition of sell the Registrable Securities in a manner that does not unreasonably disrupt Shares was suspended pursuant to the public trading market for the Common Stockpreceding sentence. (e) The Corporation will Company shall have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention exclude an underwriter not reasonably acceptable to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02it.

Demand Registration. (a) BuyerProvided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section 3, on its own behalf and on behalf any Holder or group of Holders holding, in the other Holdersaggregate, may make up to two written requests for registration under the Securities Act of all thirty-five percent (35%) or any part more of the Registrable Securities held then issued and outstanding (the “Outstanding Amount”) shall have the right, by written notice given to the Holders Company (eacha “Demand Notice”), to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the Registrable Securities requested to be registered constitute at least thirty-five percent (35%) of the Outstanding Amount. Each request for a DEMAND REGISTRATION). Such request will Demand Registration shall be in writing and shall specify the approximate aggregate number of shares Registrable Securities requested to be registered (which aggregate number of Registrable Securities proposed must either (i) have a value equal to at least $15,000,000 based on the closing price of such securities on the last trading day prior to the date of such request or, in the case no closing price is available, at the anticipated price offered to the public or (ii) equal the total number of Registrable Securities held by a Holders with respect to any Holder. In no event shall the Company be sold and will also specify the intended method of disposition thereofobligated to effectuate more than two (2) Demand Registrations in any 12-month period. A registration will shall not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due In no event shall Shelf Registrations (and any other filing made pursuant to the failure of a Holder to perform its obligations under this Exhibit B Section 2 hereof) or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall Shelf Takedowns be deemed to have been effected (provided that if the constitute Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected)Registrations. (b) Upon receipt of a Demand Notice, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify all other Holders, if any, of the receipt of such Demand Notice and allow them the opportunity to include Registrable Securities held by them in the proposed registration by submitting their own Demand Notice. In connection with any Demand Registration in which more than one Holder participates, in the event that such Demand Registration, including any Shelf Takedown thereunder, involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Securities to be included in such offering that the total number of Registrable Securities to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Securities to be sold), then the Registrable Securities to be offered shall be distributed amongst the participating Holders according to each Holder’s overall percentage of ownership in the Company. In the event of such a pro-rata distribution, to the extent that the requesting Holders withdraw any Holder (or do Holders) has not pursue a request for submitted a Demand Registration andNotice, pursuant to Section 2.01(a) hereofor withdraws from the underwriting, such Demand Registration is deemed to then those Shares that would have been effectedallocated pro-rata to the non-participating Holder if they had participated shall be distributed amongst the participating Holders, pro rata according to each participating Holder’s overall percentage of ownership in the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two timesCompany. (c) If The Company, within thirty (30) days of the Selling date on which the Company receives a Demand Notice given by Holders so electin accordance with Section 3(a), shall file with the offering SEC, and the Company shall thereafter use its reasonable best efforts to cause to be declared effective as promptly as practicable, a Registration Statement on the appropriate form for the registration and sale, in accordance with the intended method or methods of such distribution, of the total number of Registrable Securities pursuant to specified by the Holders in such Demand Notice (a “Demand Registration”). Any Demand Registration shall be in may, at the form of an underwritten offering. A majority in interest request of the Selling Holders shall have submitting the right to select the managing Underwriters and any additional investment bankers and managers to Demand Notice, be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withhelda Shelf Registration. (d) The Selling Holders will inform Company shall use reasonable best efforts to keep each Registration Statement filed pursuant to this Section 3 continuously effective and usable for the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition resale of the Registrable Securities covered thereby (i) in the case of a manner Registration that does is not unreasonably disrupt a Shelf Registration, for a period of one hundred twenty (120) days from the public trading market date on which the SEC declares such Registration Statement effective and (ii) in the case of a Shelf Registration, for a period of three (3) years from the Common Stockdate on which the SEC declares such Registration Statement effective, in either case (x) until such earlier date as all of the Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement, and (y) as such period may be extended pursuant to this Section 3. The time period for which the Company is required to maintain the effectiveness of any Registration Statement shall be extended by the aggregate number of days of all Delay Periods and all Interruption Periods occurring with respect to such Registration and such period and any extension thereof is hereinafter referred to as the “Effectiveness Period”. If any Registrable Securities remain issued and outstanding after thirty (30) full months following the initial effective date of a Shelf Registration filed pursuant to this Section 3, upon the request of Holder(s) of at least ten percent (10%) of the Registrable Securities then issued and outstanding, the Company shall, within thirty (30) days of such request, file a new Shelf Registration and shall thereafter use its reasonable best efforts to cause to be declared effective as promptly as practical, such new Shelf Registration. (e) The Corporation will Company shall be entitled to postpone the filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 3, or suspend the use of any effective Registration Statement under this Section 3, for a reasonable period of time, if the Board of Directors of the Company determines in the Board of Directors’ reasonable good faith judgment that the registration and distribution of the Registrable Securities covered or to be covered by such Registration Statement would (i) materially interfere with any pending material financing, acquisition, disposition, or corporate reorganization involving the Company or any of its subsidiaries, taken as a whole, (ii) require premature disclosure thereof, or (iii) be seriously detrimental to the Company and its stockholders, which such determination shall be made by a majority of the members then serving on the Company’s Board of Directors, and promptly gives the Holders written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the period of the anticipated delay; provided, however, that (i) the aggregate number of days included in all delay periods during any consecutive twelve (12) months shall not exceed the aggregate of (x) forty-five (45) days minus (y) the number of days occurring during all Interruption Periods during such consecutive twelve (12) months and (ii) a period of at least ninety (90) days shall elapse between the termination of any delay period or Interruption Period and the commencement of the immediately succeeding delay period. If the Company shall so postpone the filing of a Registration Statement, the Holders of Registrable Securities to be registered shall have the right to preempt any Demand Registration with a primary withdraw the request for registration by delivering giving written notice from the Holders of a majority of the Registrable Securities that were to be registered to the Company within forty-five (within five business 45) days after receipt of the Corporation has received notice of postponement or, if earlier, the termination of such delay period (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of requests for registration to which the Holders of Registrable Securities are entitled pursuant to this Section 3). The Company shall not be entitled to initiate or continue a delay period unless it shall (A) concurrently prohibit sales by all other security holders under registration statements covering securities held by such other security holders and (B) in accordance with the Company’s policies from time to time in effect, forbid purchases and sales in the open market by directors and executive officers of the Company. (f) The Company shall not include any securities (whether for its own account or otherwise) that are not Registrable Securities in any Registration Statement filed pursuant to this Section 3 without the prior written consent of the Holders of a majority in number of the Registrable Securities covered by such Registration Statement. Any such securities so included shall be subject to the cut-back provisions of Section 3(a)(ii). (g) Holders of a majority in number of the Registrable Securities to be included in a Registration Statement pursuant to this Section 3 may, at any time prior to the effective date of the Registration Statement relating to such Registration, revoke such request for (a “Demand Request”) by providing a written notice to the Company revoking such request. Any such Demand Registration) Request so withdrawn, prior to filing a Registration Statement pursuant to such Demand Request with the SEC, shall not be counted for purposes of determining the number of requests for registration to which the Holders of Registrable Securities are entitled pursuant to this Section 3. Any such intention Demand Request so withdrawn after filing the Registration Statement pursuant to the Selling Holders indicating that Demand Request to which such Registration Statement relates with the Corporation has identified a specific business need and use SEC shall not be counted for purposes of determining the proceeds number of the sale of such securities and the Corporation shall use commercially reasonable efforts requests for registration to effect a primary registration within 60 days of such notice. In the ensuing primary registration, which the Holders will have such piggyback registration rights as of Registrable Securities are set forth in entitled pursuant to this Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted 3 if the Holders are permitted of Registrable Securities who revoked such request reimburse the Company for all its out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement; provided, however, that, if such revocation was based on (i) the Company’s failure to sell all requested securities comply in connection any material respect with its obligations hereunder or (ii) the ensuing primary offering institution by exercising their piggyback registration rights as set forth in Section 2.02the Company of a Delay Period or the occurrence of any Interruption Period, such reimbursement shall not be required.

Demand Registration. Subject to the Stockholder’s satisfaction of its obligations under Section 5.25 of the Purchase Agreement with respect to the financial statements then required, from and after the end of the Lock-Up Period, the Stockholder may request in writing (a “Request”) (a) Buyer, on its own behalf and on behalf of that the other Holders, may make up Company file a prospectus supplement (the “Takedown Prospectus Supplement”) to two written requests for registration an effective Shelf Registration Statement filed pursuant to Rule 424 under the Securities Act with respect to the Registrable Securities identified in the Request (a “Takedown Request”) or, (b) if such Shelf Registration Statement is not available for the resale of the Registrable Securities, including if for any reason the Company shall be ineligible to maintain or use a Shelf Registration Statement, that the Company register under the Securities Act all or any part of the Registrable Securities that are Beneficially Owned by the Stockholder or its Affiliates (i) on a Registration Statement on Form S-3 or, (ii) if the Company is not then eligible to file a Form S-3, any other available form (a “Demand Registration”), in each case, including sales or distributions by way of underwritten offering, block trade or other distribution plan designated by the Stockholder. The Stockholder shall be entitled to make no more than three (3) Requests for an underwritten offering in any twelve-month period (it being understood that each underwritten offering (including any underwritten block trade) under this Agreement shall count as a Request, even if such offering is a Takedown Request conducted pursuant to a Shelf Registration Statement and regardless of whether such offering is publicly marketed before or after the underwriters agree to purchase the Registrable Securities, unless the Stockholder withdraws its request in the circumstances described in the second sentence of Section 5.6), and each such Request shall be to register an amount of Registrable Securities equal to the lesser of (i) an aggregate market value as of the date of such Request of at least fifty million dollars ($50,000,000) and (ii) the total outstanding Registrable Securities then held by the Holders Stockholder; provided, that any Request pursuant to this clause (each, ii) shall have a DEMAND REGISTRATIONminimum aggregate market value as of the date of such Request of at least twenty-five million dollars ($25,000,000). Such request will The Company shall not be obligated to effect a Demand Registration or Takedown Request during the sixty (60) day period following the effective date of a Registration Statement pursuant to any other Demand Registration or the closing of any underwritten offering pursuant to a Takedown Request. Each Request pursuant to this Section 5.1(a) shall be in writing and shall specify the aggregate number of shares of Registrable Securities proposed requested to be sold registered and will also specify the intended method of disposition thereofdistribution of such Registrable Securities. A registration Nothing in this Article 5 shall affect, supersede or otherwise modify any of the restrictions on Transfer set forth in Article 2 or any other provision of this Agreement. For the avoidance of doubt, underwritten overnight bought deals will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected)Request. (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (a) Buyer, on its own behalf At any time following the Closing the Initiating Holders may request in writing that the Company shall file a Registration Statement with respect to the registration and on behalf of the other Holders, may make up to two written requests for registration under the Securities Act resale of all or any part of the Registrable Securities Shares held by them that are not subject to restriction on Transfer as set forth in Section 4.1 or restriction on Transfer or forfeiture as set forth in Section 3 of the Sponsor Letter Agreement, including without limitation on Form F-1 (a “Demand Registration”). As soon as practicable and in any event within twenty (20) days after receipt of any such request, the Company shall give written notice of such request to the other Holders and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such Demand Registration and provide the Company with written requests for inclusion therein within seven (7) days after the receipt of the Company’s notice; provided that no Holder who holds Registrable Shares that are subject to restriction on Transfer as set forth in Section 4.1 or restriction on Transfer or forfeiture as set forth in Section 3 shall have any right to have such Holder’s Registrable Shares that are subject to such restriction on Transfer or forfeiture participate in such Registration Statement except to the extent such restriction on Transfer or forfeiture has expired or been waived. Thereupon, the Company shall use its best efforts to effect the registration of all Registrable Shares as to which it has received requests for registration for; provided, however, that: (i) the Company shall not be required to effect any registration under this Section 2.3 within a period of ninety (90) days following the effective date of a previous registration filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Shares shall have been entitled to join pursuant to Section 2.2 and in which there shall have been effectively registered all Registrable Shares as to which registration shall have been requested; (ii) the registration shall cover the public sale of Registrable Shares with an aggregate public offering price reasonably expected to be at least US$35,000,000; and (iii) if the Company furnishes to the Holders a certificate signed by the Chief Executive Officer of the Company that in the good faith judgment of the board of directors of the Company (the “Board”) it is not in the Company’s best interests to file such registration, the Company may defer the filing for up to ninety (90) days once during any twelve (12) month period. The Initiating Holders may elect to withdraw from any offering pursuant to this Section 2.3 by giving written notice to the Company and the underwriter(s) of their request to withdraw prior to the effectiveness of the Registration Statement filed by the SEC with respect to such Demand Registration. If the Initiating Holders withdraw from a proposed offering relating to a Demand Registration, then either the Initiating Holders shall reimburse the Company for the costs associated with the withdrawn Demand Registration (in which case such registration shall not count as a Demand Registration provided for in this Section 2.3) or such withdrawn registration shall count as a Demand Registration provided for in this Section 2.3. Notwithstanding any other provision of this Section 2.3, if the managing underwriter advises the Holders in writing that marketing factors require a limitation on the dollar amount or the number of shares to be underwritten, then the number of shares to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, that the shares to be excluded shall be determined in the following order of priority: (i) shares held by shareholders other than the Holders, (ii) shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, (iii) shares held by the Holders (each, a DEMAND REGISTRATION). Such request will specify pro rata to the aggregate respective number of Registrable Shares requested by the Holders to be included in the registration); provided, however, that in any event all Registrable Shares must be included in such registration prior to any other shares of Registrable Securities proposed the Company. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be sold initiated after a registration requested pursuant to Section 2.3 and will also specify to become effective less than ninety (90) days after the intended method effective date of disposition thereofany registration requested pursuant to Section 2.3. The Company shall not be required to effect more than two (2) registrations under this Section 2.3 for Initiating Holders (other than the PTK Holder) and the Company shall not be required to effect more than one (1) registration under this Section 2.3 if the PTK Holder is the Initiating Holder. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations requested registration under this Exhibit B or Section unless and until the inability of the requesting Holders Registration Statement relating to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have registration has been effected (provided that if the Demand Registration does not become declared effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected)Commission. (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (a) Buyer, on its own behalf and on behalf The Holders of not less than a majority of the other HoldersRegistrable Shares then held by all Holders shall have the right, may make up during the period (the "Registration Period") commencing on the date of this Agreement and ending as to two each Holder on the later of (x) the third anniversary of the date of this Agreement and (y) if such Holder is an Affiliated Holder, the date such Holder shall cease to be an Affiliated Holder, by written requests for registration notice (the "Demand Notice") given to the Company, to request the Company to register under and in accordance with the provisions of the Securities Act of all or any part portion of the Registrable Securities held Shares designated by the Holders (eachsuch Holders; provided, a DEMAND REGISTRATION). Such request will specify however, that the aggregate number of shares of Registrable Securities proposed Shares requested to be sold registered pursuant to any Demand Notice and will also specify the intended method of disposition thereof. A registration will not count as a pursuant to any related Demand Registration until it has become effective. Should a Demand Registration not become effective due Notices received pursuant to the failure following sentence shall be at least 4,000,000 or the remaining Registrable Shares, if less. For purposes of this Agreement, a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if hold as of any relevant date all Registrable Shares issuable upon conversion of any Exchange Preferred Stock then held by such Holder. Upon receipt of any such Demand Notice, the Company shall promptly notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Shares held by them in the proposed registration by submitting their own Demand Notice. In connection with any Demand Registration in which more than one Holder participates, in the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total number of Registrable Shares to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Shares to be sold), then the amount of Registrable Shares to be offered for the account of such Holders shall be reduced pro rata on the basis of the number of Registrable Shares to be registered by each such Holder or on such other basis as the Holders may agree. The Holders as a group shall be entitled to three Demand Registrations pursuant to this Section 2(a)(i). Any Demand Registration that does not become effective because of a material adverse change or is not maintained for the period (whether or not continuous) specified in Section 2(c) (or such shorter period as shall terminate when all the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made Registrable Shares covered by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, sold pursuant thereto) shall not reduce the number of Demand Registrations available to the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (a) Buyer, on The Company hereby agrees to use its own behalf and on behalf of the other Holders, may make up best efforts to two written requests for registration under the Securities Act of register all or any part portion of the Registrable Securities held Shares on one (1) occasion upon receipt of a written request from a holder (the "Holder" or "Holders") of record of the Registrable Shares that the Company file a registration statement under the 1933 Act covering the registration of the Registrable Shares then outstanding. The Company shall, within twenty (20) days of its receipt thereof, give written notice of such request to all holders of record of Registrable Shares. The Holders of said Registrable Shares shall then have fifteen (15) days from the date of mailing of such notice by the Company to request that all or a portion of their respective Registrable Shares be included in said registration. (b) If the Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Agreement, and the Company shall include such information in the written notice to the other Holders of Registrable Shares referred to in Section 1(a) above. In such event, the right of any Holder to include its Registrable Shares in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Shares in the underwriting (eachunless otherwise mutually agreed by the Company, the underwriter, the Initiating Holder and such Holder) is limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 3(e) below) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by mutual agreement of the Company and the Initiating Holder, which agreement shall not be unreasonably withheld. Notwithstanding any other provision of this Section 1, if the underwriter advises the Initiating Holder and the Company in writing that marketing factors require a DEMAND REGISTRATION). Such request will specify limitation of the aggregate number of shares to be underwritten, then the Initiating Holder shall so advise all Holders of Registrable Shares which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities proposed to Shares that may be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or included in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration underwriting shall be deemed allocated on a pro rata basis among all Holders that have requested to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change participate in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two timesregistration. (c) If Each such registration shall remain effective for a period of one hundred eighty (180) days, unless the Selling Holders so electInitiating Holder requests that such registration be terminated prior to the expiration of such period. (d) If, after a registration statement becomes effective, the offering Company advises the Holders that the registration statement is required to be amended under applicable federal securities laws, the Holders shall suspend any further sales of such their Registrable Securities Shares, until the Company advises them that the registration statements has been amended, but not more than thirty (30) days. The one hundred eighty (180)-day time period referred to in subsection (c) during which the registration statement must be kept current after its effective date shall be extended for an additional number of business days equal to the number of business days during which the right to sell the Registrable Shares was suspended pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of preceding sentence. (e) the Selling Holders Company shall have the right to select the managing Underwriters and any additional investment bankers and managers exclude an underwriter not reasonably acceptable to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheldit. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (ai) BuyerAt any time, each Affiliated Holder shall have, to the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on its own behalf the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on behalf a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Notice. (ii) During the Form S-3 Eligibility Period, any Non-Affiliated Holder shall have the option and right, exercisable by delivering a written notice to the Company (a “Non-Affiliated Holder Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement on Form S-3 (or any equivalent or successor form under the Securities Act) registering the offering and sale of Registrable Securities on the terms and conditions specified in the Non-Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a “Non-Affiliated Holder Demand Registration”). The Non-Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Initiating Holder anticipates will be included in such Non-Affiliated Holder Demand Registration and the intended methods of disposition thereof. (iii) Notwithstanding anything to the contrary herein, the Company shall not be required to effectuate a Demand Registration unless the amount of Registrable Securities set forth in the Demand Notice have an aggregate value of at least than $25 million based on the VWAP of such Registrable Securities as of the date of the Demand Notice (the “Minimum Amount”). (iv) Within five (5) Business Days of the receipt of the Demand Notice, the Company shall give written notice of such Demand Notice to all Holders (other Holdersthan the Initiating Holder) and, within thirty (30) days thereof (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case, within ninety (90) days thereof), shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice, which Registration Statement shall cover, in addition to the Registrable Securities set forth in the Demand Notice, all of the Registrable Securities that such Holders shall in writing request to be included in the Demand Registration (provided such request is given to the Company within ten (10) days of receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(iv) and includes such information regarding the requesting Holder as is required to be disclosed in connection with such Demand Registration pursuant to Regulation S-K promulgated under the Securities Act). If, following the receipt of written notice from the Company of a Demand Notice, Eclipse Holdings elects to undertake a Resale Distribution to permit its Limited Partners to participate in such Demand Registration, Eclipse Holdings shall promptly send written notice to the Limited Partners participating in the Resale Distribution that specifies the amount of Registrable Securities that Eclipse Holdings anticipates distributing to such Limited Partner in the Resale Distribution, and the Limited Partners may make up include such Registrable Securities in the Demand Registration if written notice is provided by the Limited Partners to two written requests for registration the Company within the time period, and with the required information, set forth in the previous sentence. The Company shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective under the Securities Act until the earlier of (A) one hundred eighty (180) days (or two (2) years if a Shelf Registration Statement is requested) after the Effective Date or (B) the date on which all Registrable Securities covered by such Registration Statement have been sold or cease to be Registrable Securities (the “Demand Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the Selling Stockholders refrain from selling any part securities included in such Registration Statement at the request of an underwriter of the Company or the Company pursuant to this Agreement. (v) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect: (A) a Demand Registration within ninety (90) days of the closing of any Underwritten Offering, or (B) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities held covered by the Holders (each, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a such Demand Registration until it has become effective. Should a Demand Registration not Notice shall already have become effective due under the Securities Act and remains effective under the Securities Act and is sufficient to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation permit offers and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering sales of such Registrable Securities pursuant on the terms and conditions specified in such Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in such Demand Notice. (vi) Subject to Section 2(a)(i), a Selling Stockholder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration shall be in at any time prior to the form of an underwritten offering. A majority in interest effectiveness of the applicable Registration Statement. Upon delivery of a notice by a Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject Stockholder to the Corporation's approvaleffect that the Selling Stockholder is withdrawing Registrable Securities such that the remaining Registrable Securities are below the Minimum Amount, which approval the Company shall not be unreasonably withheldcease all efforts to secure effectiveness of the applicable Registration Statement. (dvii) The Selling Holders will inform Subject to the Corporation limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of the time Commission (x) as shall be selected by the Company and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting (y) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the Initiating Holder’s request for such registration; provided, however, that (i) if the Company becomes, and is at the time of its receipt of a manner Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company), and (ii) any Non-Affiliated Demand Registration must be on Form S-3 (or any equivalent or successor form under the Securities Act). If at any time a Registration Statement on Form S-3 is effective and a Selling Stockholder provides written notice to the Company that does not unreasonably disrupt it intends to effect an offering of all or part of the public trading market for Registrable Securities included on such Registration Statement, the Common StockCompany will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (eviii) The Corporation will have the right to preempt Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with a primary registration by delivering written notice this Section 2(a), the Company shall (within five business days after A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the Corporation has received a request for securities subject to such Demand Registration) , including under the securities laws of such intention to states as the Selling Holders indicating Stockholders shall reasonably request; provided, however, that no such registration or qualification shall be required in any jurisdiction where, as a result thereof, the Corporation has identified Company would become subject to general service of process or to taxation or would be required to qualify to do business or register as a specific business need broker or dealer, and use (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the proceeds of Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Selling Stockholders to enable the Selling Stockholders to consummate a public sale of such securities Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (ix) In the Corporation shall use commercially reasonable efforts to effect event a primary registration within 60 days Selling Stockholder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such notice. In the ensuing primary registrationSelling Stockholder, the Holders will have Company shall amend or supplement such piggyback registration rights Registration Statement as are set forth may be necessary in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, order to enable such requested registration will not count as a Demand Registrationtransferee to offer and sell such Registrable Securities pursuant to such Registration Statement; provided that in no event shall the Company be required to file a Demand post-effective amendment to the Registration will Statement unless (A) such Registration Statement includes only Registrable Securities held by the Selling Stockholder, Affiliates of the Selling Stockholder or transferees of the Selling Stockholder or (B) the Company has received written consent therefor from whom Registrable Securities have been registered on (but not be deemed preempted if yet sold under) such Registration Statement, other than the Holders are permitted to sell all requested securities in connection with Selling Stockholder, Affiliates of the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02Selling Stockholder or transferees of the Selling Stockholder.

Demand Registration. (a) BuyerSubject to the provisions of this Agreement, on its own behalf and on behalf if at any time after the earlier to occur of a Qualified Public Offering or May 31, 2004, RHH shall receive a written request from the C/H/J Holders of at least 25% of the other class of Registrable Securities sought to be registered that were originally issued to all C/H/J Holders, may make up or, if less, at least forty percent (40%) of the class of Registrable Securities sought to two written requests for be registered then held by the C/H/J Holders, that RHH file a registration statement under the Securities Act covering the registration for offer and sale of such and any other outstanding Registrable Securities, then RHH shall promptly notify in writing all other C/H/J Holders of such request. Within twenty (20) days after such notice has been given by RHH, any other C/H/J Holder may give written notice to RHH of its election to include its Registrable Securities in the registration. As soon as practicable after the expiration of such twenty (20) day period, RHH shall use its best efforts to cause the registration of all or any part Registrable Securities with respect to which registration has been so requested by the C/H/J Holders. The right to demand the registration of Registrable Securities shall be exercised no more than two times by the C/H/J Holders, with the second such demand to be effected no sooner than 9 months after the registration statement resulting from the first demand shall have become effective, provided, however, that if the C/H/J Holders are unable to sell, pursuant to such two registration statements, all Registrable Securities which they sought to sell, the C/H/J Holders holding at least twenty-five percent (25%) of the shares of such Registrable Securities held by may, no sooner than 12 months after the second such registration statement became effective, cause RHH to use its reasonable efforts to cause a third registration statement, covering such unsold Registrable Securities, to be filed and to become effective. The foregoing notwithstanding, the C/H/J Holders (each, may demand that a DEMAND REGISTRATION). Such request will specify the aggregate registration statement be filed pursuant to Form S-3 any number of times if (i) the value of the shares of Registrable Securities proposed to be so offered and sold is at least $1,000,000 and will also specify the intended method of disposition thereof. A (ii) at least 9 months has elapsed since a registration will not count statement filed as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure result of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made demand by the requesting Holders, then the Demand Registration shall not be deemed to have been effected)C/H/J Holders became effective. (b) In Subject to the event provisions of this Agreement, if at any time after the first anniversary of the date on which RHH shall have first issued and sold any securities pursuant to an effective registration statement under the Securities Act (other than on Form S-4 or Form S-8 or any successor thereto), RHH shall receive a written request from the JAII Holders of Registrable Securities valued (based on the Exchange Price, on the date of such request) at not less than $5,000,000 in the aggregate (the “Minimum Value”) that RHH file a registration statement under the requesting Securities Act covering the registration for offer and sale of outstanding Registrable Securities valued at no less than the Minimum Value, then RHH shall promptly notify in writing all other JAII Holders withdraw or do not pursue a request for a Demand Registration andof such request. Within twenty (20) days after such notice has been given by RHH, any other JAII Holder may give written notice to RHH of its election to include its Registrable Securities in the registration. As soon as practicable after the expiration of such twenty (20) day period, RHH shall use its best efforts to cause the registration of all Registrable Securities with respect to which registration has been so requested by the JAII Holders. The right to demand the registration of Registrable Securities shall be exercised no more than two times by the JAII Holders, with the second such demand to be effected no sooner than 12 months after the registration statement resulting from the first demand shall have become effective, provided, however, that if the JAII Holders are unable to sell, pursuant to Section 2.01(asuch two registration statements, all Registrable Securities which they sought to sell, they may, no soon than 12 months after the second such registration statement became effective, cause RHH to use its reasonable efforts to cause a third registration statement, covering such unsold Registrable Securities, to be filed and to become effective. All registrations demanded pursuant to Sections 10(a) hereof, such and 10(b) hereof are referred to herein as “Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two timesRegistrations”. (c) If the Selling Holders so electNotwithstanding subsections (a) and (b) above, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval RHH shall not be unreasonably withheldobligated to effect any registration pursuant to this Section 10(a) or 10(b) hereof within 180 days after the effective date of any registration statement filed by RHH under the Securities Act for any offering of Common Stock (other than a registration statement filed on Form S-4 or Form S-8 or any successor forms). In addition, RHH may postpone for up to 90 days the filing or effectiveness of a registration statement pursuant to a request under this Section if the Board of RHH (with the concurrence of the managing underwriters, if any) determines in good faith that such registration would be reasonably expected to have an adverse effect on any proposal or plan by RHH to engage in any acquisition of assets, merger, consolidation, tender offer, financing or similar transaction. (d) The Selling Holders will inform In the Corporation of the time and manner event of any disposition of Registrable Securitiespostponement described in subsection (c), and agree to reasonably cooperate with the Corporation in effecting C/H/J Holders or the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering JAII Holders shall, upon written notice (within five business days after the Corporation has received to RHH by a majority in interest of C/H/J Holders or JAII Holders, be entitled to withdraw such request for and, if such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registrationrequest is withdrawn, such requested registration will request shall not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted request for registration pursuant to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02this section.

Demand Registration. (a) BuyerSubject to the terms of this Agreement, on its own behalf and on behalf at any time after the date hereof, the Holders of at least 75% of the other then outstanding Holders, ' Securities may make up to two written requests for request registration under the Securities Act of all or any part of the Registrable their Holders' Securities held by the Holders on Form S-1 or S-3 or any similar registration (eachother than a shelf registration); provided, a DEMAND REGISTRATION). Such that any such request will specify the aggregate number shall cover either (i) at least 20% of shares such Holders' Securities calculated as of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of this Agreement or (ii) such smaller number to the extent it represents all of the remaining Holders' Securities. Within ten (10) days after receipt of any request pursuant to this Section 3.01, CB&I will give written notice of such request made by the requesting to all other Holders of Holders, then the ' Securities and will include in such registration all Holders' Securities with respect to which CB&I has received written requests for inclusion within thirty (30) days after delivery of CB&I's notice. All registrations requested pursuant to this Section 3.01 are referred to herein as "Demand Registration shall not be deemed to have been effected)Registrations." (b) In CB&I will not include in any Demand Registration any Securities which are not Holders' Securities without the event that written consent of the requesting Holders withdraw or do not pursue of a request for majority of the Holders' Securities to be included in such Demand Registration. If a Demand Registration andis an underwritten public offering and the managing underwriters advise CB&I in writing that in their opinion the inclusion of the number of Holders' Securities and other Securities requested to be included creates a substantial risk that the price per share of Securities will be reduced, CB&I will include in such registration, prior to the inclusion of any Securities which are not Holders' Securities, the number of Holders' Securities requested to be included which in the opinion of such underwriters can be sold without creating such a risk, pro rata among the respective Holders of Holders' Securities on the basis of the number of Holders' Securities owned by such Holders, with further successive pro rata allocations among the Holders of Holders' Securities if any such Holder of Holders' Securities has requested the registration of less than all such Holders' Securities such Holder is entitled to register. (c) Notwithstanding any of the foregoing, CB&I shall not be obligated to effect any Demand Registration as follows: (i) CB&I will not be obligated to effect more than one Demand Registration within any twelve month period; (ii) CB&I will not be obligated to effect any Demand Registration during the period starting on the date 60 days prior to CB&I's estimated date of filing of, and ending on the date 90 days immediately following the effective date of, any registration statement pertaining to Securities of CB&I sold by CB&I, provided that CB&I is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; and provided further that CB&I may not, pursuant to this Section 2.01(a) hereof3.01(c)(ii), such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as delay implementation of a Demand Registration hereundermore than once in any twelve (12) month period; (iii) With respect to any Demand Registration, if (A) the Supervisory Board reasonably and in good faith determines that such filing would be materially detrimental to CB&I or require a disclosure of a material fact that might reasonably be expected to have a Material Adverse Effect on CB&I or on any plan or proposal by CB&I or any of its subsidiaries to engage in any acquisition or disposition of assets or equity securities (other than in the ordinary course of business ) or any merger, consolidation, tender offer, material financing or other significant transaction and (B) CB&I shall furnish the Holders reimburse of Holders' Securities who have requested a Demand Registration a certificate signed by an executive officer of CB&I to such effect, CB&I may postpone for up to ninety (90) days the Corporation for any and all Registration Expenses incurred by filing or the Corporation in connection with such request effectiveness of a registration statement for a Demand Registration; provided provided, however, that CB&I may not postpone the right to reacquire filing or effectiveness of a registration statement for a Demand Registration may be exercised a maximum of two times.for more than ninety (90) days during any twelve (12) month period; and (civ) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall CB&I will not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree obligated to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt effect any Demand Registration with a primary registration by delivering written notice after CB&I has effected four (within five business days 4) Demand Registrations pursuant to this Section 3.01, and such registrations have been declared or ordered effective; provided, however, that after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds consummation of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registrationFirst Reserve Deal, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration CB&I will not be deemed preempted if the Holders are permitted obligated to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in effect any Demand Registration after CB&I has effected two (2) Demand Registrations pursuant to this Section 2.023.01, and such registrations have been declared or ordered effective.

Demand Registration. (a) Buyer, on its own behalf and on behalf At any time after the second anniversary of the Closing of the Stock Purchase Agreement, a Majority-in-Interest of the Holders shall have the right, by written notice (the "Demand Notice") given to the Company, to request the Company to file with the SEC a Registration Statement with respect to all or any portion of the Registrable Shares held by such Holders. Upon receipt of any such Demand Notice, the Company shall promptly, but in no event more than five days after receipt thereof, notify all other HoldersHolders of the receipt of such Demand Notice and, may make up subject to two the limitations set forth below, shall include in the proposed registration all Registrable Shares with respect to which the Company has received written requests for registration under inclusion therein within 20 days after delivery of the Securities Act Company's notice. In connection with any Demand Registration in which more than one holder of all securities participates, in the event that such Demand Registration involves an underwritten offering and the managing underwriter or any part underwriters participating in such offering advise in writing the Holders of Registrable Shares and the holders of other securities to be included in such offering that the total number of Registrable Shares and other securities to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Securities held Shares and other securities to be sold), then the amount of Registrable Shares and other securities to be offered for the account of such Holders shall be reduced as follows: first, pro rata on the basis of the number of securities other than Registrable Shares requested to be registered by the holders of such securities; and second, pro rata on the basis of the number of Registrable Shares requested to be registered by the holders of such securities. The Holders as a group shall be entitled to two Demand Registrations pursuant to this Section 1; provided, that any Demand Registration that does not become effective or is not maintained for the time period required in accordance with Section 1(c) shall not count as one of such Demand Registrations, except as set forth in Section 1(e); provided, further, that if the Demanding Holders have requested inclusion in such Demand Registration and 75% or less of the securities so requested to be included have been included, the Holders as a group shall be entitled to an additional Demand Registration hereunder on the same terms and conditions as would have applied to the Holders had such earlier Demand Registration not been made. Anything herein to the contrary notwithstanding, the Company shall not be required to effect a Demand Registration pursuant to this Section 1 within a period of six (6) months after the effective date of any other Demand Registration. (b) The Company, within 45 days of the date on which the Company receives a Demand Notice given by Holders in accordance with Section 1(a) hereof, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective within 90 days following the date the Company receives such Demand Notice, a Registration Statement on the appropriate form for the registration and sale, in accordance with the intended method or methods of distribution requested by the Holders, of the total number of Registrable Shares specified by the Holders in such Demand Notice (eacha "Demand Registration"). (c) The Company shall use commercially reasonable efforts to keep each Registration Statement filed pursuant to this Section 1 continuously effective and usable for the resale of the Registrable Shares covered thereby for a period of 270 days from the date on which the SEC declares such Registration Statement effective, as such period may be extended pursuant to this Section 1, or in the case of a DEMAND REGISTRATIONShelf Registration, for a period of two years from the date that the SEC declares such "shelf" Registration Statement effective, or if shorter, until all the Registrable Shares covered by such Registration Statement have been sold pursuant to such Registration Statement. (d) The Company shall be entitled to postpone the filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 1, or suspend the use of any effective Registration Statement under this Section 1, for a reasonable period of time which shall be as short as practicable, but in any event not in excess of 60 days (a "Delay Period"). Such request will specify , if the Company determines in good faith that the registration and distribution of the Registrable Shares covered or to be covered by such Registration Statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its Subsidiaries or would require premature disclosure thereof and promptly gives the Holders written notice of such determination, containing a statement of the reasons for such postponement and an approximation of the period of the anticipated delay; provided, however, that (i) the aggregate number of shares days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of (x) 180 days minus (y) the number of days occurring during all Interruption Periods during such consecutive 12 months and (ii) a period of at least 60 days shall elapse between the termination of any Delay Period or Interruption Period and the commencement of the immediately succeeding Delay Period. If the Company shall so postpone the filing of a Registration Statement, the Holders of Registrable Securities proposed Shares to be sold and will also specify registered shall have the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due right to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for registration by giving written notice to the Demand Registration (in each Company from the Holders of a majority of the foregoing casesRegistrable Shares that were to be registered within 45 days after receipt of the notice of postponement or, provided that at if earlier, the termination of such Delay Period. The time period for which the Corporation Company is in compliance in all material respects with its obligations under this Exhibit B), then such Demand required to maintain the effectiveness of any Registration Statement shall be deemed extended by the aggregate number of days of all Delay Periods and all Interruption Periods occurring during such Registration and any extension thereof is hereinafter referred to have as the "Effectiveness Period". The Company shall not be entitled to initiate a Delay Period unless it shall (A) to the extent permitted by agreements with other security holders of the Company, concurrently prohibit sales by such other security holders under registration statements covering securities held by such other security holders and (B) in accordance with the Company's policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the Company. (e) The Demanding Holders may, at any time prior to the effective date of the Registration Statement relating to a Demand Registration, revoke such request by providing a written notice to the Company revoking such request. In the event of such revocation, the Demanding Holders shall reimburse the Company for all of its out-of-pocket expenses incurred in connection with the preparation, filing and processing of the Registration Statement, unless (i) there has been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the business, assets, properties, condition (financial or otherwiseother), business, assets or results of operations or prospects of the Corporation Company and its subsidiaries taken as a whole that occurs subsequent to Subsidiaries, since the date time of the written request made by Demand Notice, (ii) such revocation was based on the requesting Holders, then Company's failure to comply in any material respect with its obligations hereunder or (iii) the Demanding Holders choose to count the Demand Registration shall not be deemed as one of the Demand Registrations to have been effectedwhich the Demanding Holders are entitled pursuant to the penultimate sentence of Section 1(a). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (a) BuyerTo the extent that a Registration Statement filed pursuant to Section 2(b) or a Shelf Registration Statement is not available to effect the proposed transaction, following the applicable Lock-up Period, either (a) General Motors, (b) the Majority Sellers (other than General Motors) of at least a majority in interest of the then issued and outstanding number of Registrable Securities held by such Majority Sellers (other than General Motors) or (c) the Existing Holders of at least a majority in interest of the then issued and outstanding number of Registrable Securities held by the Existing Holders (the “Demanding Holders”), in each case, may request that the Company register under the Securities Act all or any portion of its Registrable Securities pursuant to a Registration Statement on Form S-1 or any successor form thereto with respect to a underwritten public offering of Registrable Securities (each, a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the number of Registrable Securities requested to be included in the Long-Form Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have 10 days from the date such notice is given to notify the Company in writing of their desire to be included in such registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”). The Company shall prepare and file with the Commission a Registration Statement on Form S-1 or any successor form thereto covering all of the Registrable Securities that the holders thereof have requested to be included in such Long-Form Registration within 60 days after the date on which the initial request is given and shall use its own behalf best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. Under no circumstances shall the Company be obligated to effect (x) more than an aggregate of three (3) Registrations pursuant to a Demand Registration by the Majority Sellers under this subsection 2(a) with respect to any or all Registrable Securities held by such Majority Sellers and (y) more than three (3) Registration pursuant to a Demand Registration by the Existing Holders under this subsection 2(a) with respect to any or all Registrable Securities held by such Existing Holders; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 5 of this Agreement. (b) The Company shall, as soon as practicable, but in any event within fifteen (15) business days after the Closing Date, file a Registration Statement to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this Section 2(b) and shall use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than the earlier of (i) the 60th day following the Closing Date and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). The Registration Statement filed with the Commission pursuant to this Section 2(b) shall be on Form S-1 or such other form of registration statement as is then available to effect a registration for the sale or resale of such Registrable Securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule or provision similar thereto adopted by the Commission, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor rule or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration Statement filed pursuant to this Section 2(b) shall provide for the sale or resale pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable best efforts to cause a Registration Statement filed pursuant to Section 2(b) to remain effective, may make up and to two written be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement or Shelf Registration Statement is continuously available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this Section 2(b), but in any event within one (1) business day of such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. If, after the filing such Registration Statement, a holder of Registrable Securities requests registration under the Securities Act of additional Registrable Securities pursuant to such Registration Statement, the Company shall amend such Registration Statement to cover such additional Registrable Securities. (c) The Company shall use its reasonable best efforts to qualify and remain qualified to register the offer and sale of securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto. As soon as practicable after the date hereof, but not later than the Target Filing Date, the Company shall (i) prepare and file with (or confidentially submit to) the Commission a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration Statement”) that covers all Registrable Securities then outstanding for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration”) and (ii) use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter. In addition, the Company shall use its reasonable best efforts to cause a Shelf Registration Statement filed pursuant to Section 2(c) to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Shelf Registration Statement is available or, if not available, that another Shelf Registration Statement (if the Company is eligible to file a Shelf Registration Statement) or other Registration Statement (if the Company is not so eligible) is continuously available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. For purposes hereof, “Target Filing Date” shall mean the date which is 30 days after the Company becomes qualified to register the offer and sale of securities under the Securities Act pursuant to a Shelf Registration Statement. If, after the filing of a Shelf Registration Statement, a holder of Registrable Securities requests registration under the Securities Act of additional Registrable Securities pursuant to such Shelf Registration, the Company shall amend such Shelf Registration Statement to cover such additional Registrable Securities. At such time as the Company shall have qualified for the use of a Registration Statement on Form S-3 or any successor form thereto, the holders of Registrable Securities shall have the right to request an unlimited number of registrations under the Securities Act of all or any part portion of their Registrable Securities pursuant to a Registration Statement on Form S-3 or any similar short-form Registration Statement (each, a “Short-Form Registration” and, collectively with each Long-Form Registration and Shelf Registration (as defined below), a “Demand Registration”). Each request for a Short-Form Registration shall specify the number of Registrable Securities requested to be included in the Short-Form Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have 10 days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with (or confidentially submit to) the Commission a Registration Statement on Form S-3 or any successor form thereto covering all of the Registrable Securities held by that the Holders (each, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares of Registrable Securities proposed holders thereof have requested to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand included in such Short-Form Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business 30 days after the Corporation has received a date on which the initial request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need is given and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable its best efforts to effect a primary registration within 60 days of cause such notice. In Registration Statement to be declared effective by the ensuing primary registration, the Holders will have such piggyback registration rights Commission as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count soon as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02practicable thereafter.

Demand Registration. (a) BuyerSubject to the terms of this Agreement, on its own behalf and on behalf at any time after the date hereof, the Holders of at least 75% of the other then outstanding Holders, ' Securities may make up to two written requests for request registration under the Securities Act of all or any part of the Registrable their Holders' Securities held by the Holders on Form S-1 or S-3 or any similar registration (eachother than a shelf registration); provided, a DEMAND REGISTRATION). Such that any such request will specify the aggregate number shall cover either (i) at least 20% of shares such Holders' Securities calculated as of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of this Agreement or (ii) such smaller number to the extent it represents all of the remaining Holders' Securities. Within ten (10) days after receipt of any request pursuant to this Section 3.01, CB&I will give written notice of such request made by the requesting to all other Holders of Holders, then the ' Securities and will include in such registration all Holders' Securities with respect to which CB&I has received written requests for inclusion within thirty (30) days after delivery of CB&I's notice. All registrations requested pursuant to this Section 3.01 are referred to herein as "Demand Registration shall not be deemed to have been effected)Registrations." (b) In CB&I will not include in any Demand Registration any Securities which are not Holders' Securities without the event that written consent of the requesting Holders withdraw or do not pursue of a request for majority of the Holders' Securities to be included in such Demand Registration. If a Demand Registration andis an underwritten public offering and the managing underwriters advise CB&I in writing that in their opinion the inclusion of the number of Holders' Securities and other Securities requested to be included creates a substantial risk that the price per share of Securities will be reduced, CB&I will include in such registration, prior to the inclusion of any Securities which are not Holders' Securities, the number of Holders' Securities requested to be included which in the opinion of such underwriters can be sold without creating such a risk, pro rata among the respective Holders of Holders' Securities on the basis of the number of Holders' Securities owned by such Holders, with further successive pro rata allocations among the Holders of Holders' Securities if any such Holder of Holders' Securities has requested the registration of less than all such Holders' Securities such Holder is entitled to register. (c) Notwithstanding any of the foregoing, CB&I shall not be obligated to effect any Demand Registration as follows: (i) CB&I will not be obligated to effect more than one Demand Registration within any twelve month period; (ii) CB&I will not be obligated to effect any Demand Registration during the period starting on the date 60 days prior to CB&I's estimated date of filing of, and ending on the date 90 days immediately following the effective date of, any registration statement pertaining to Securities of CB&I sold by CB&I, provided that CB&I is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; and provided further that CB&I may not, pursuant to this Section 2.01(a) hereof3.01(c)(ii), such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as delay implementation of a Demand Registration hereundermore than once in any twelve (12) month period; (iii) With respect to any Demand Registration, if (A) the Supervisory Board reasonably and in good faith determines that such filing would be materially detrimental to CB&I or require a disclosure of a material fact that might reasonably be expected to have a Material Adverse Effect on CB&I or on any plan or proposal by CB&I or any of its subsidiaries to engage in any acquisition or disposition of assets or equity securities (other than in the ordinary course of business ) or any merger, consolidation, tender offer, material financing or other significant transaction and (B) CB&I shall furnish the Holders reimburse of Holders' Securities who have requested a Demand Registration a certificate signed by an executive officer of CB&I to such effect, CB&I may postpone for up to ninety (90) days the Corporation for any and all Registration Expenses incurred by filing or the Corporation in connection with such request effectiveness of a registration statement for a Demand Registration; provided provided, however, that CB&I may not postpone the right to reacquire filing or effectiveness of a registration statement for a Demand Registration may be exercised a maximum of two times.for more than ninety (90) days during any twelve (12) month period; and (civ) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall CB&I will not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree obligated to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt effect any Demand Registration with a primary registration by delivering written notice after CB&I has effected two (within five business days after the Corporation has received a request for 2) Demand Registrations pursuant to this Section 3.01, and such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will registrations have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02been declared or ordered effective.

Demand Registration. (a) Buyer, on Subject to the Stockholder’s satisfaction of its own behalf and on behalf obligations under Section 5.25 of the other HoldersPurchase Agreement with respect to the financial statements then required, from and after the end of the Lock-Up Period, the Stockholder may make up request in writing (a “Request”) (a) that the Company file a prospectus supplement (the “Takedown Prospectus Supplement”) to two written requests for registration an effective Shelf Registration Statement filed pursuant to Rule 424 under the Securities Act with respect to the Registrable Securities identified in the Request (a “Takedown Request”) or, (b) if such Shelf Registration Statement is not available for the resale of the Registrable Securities, including if for any reason the Company shall be ineligible to maintain or use a Shelf Registration Statement, that the Company register under the Securities Act all or any part of the Registrable Securities that are Beneficially Owned by the Stockholder or its Affiliates (i) on a Registration Statement on Form S-3 or, (ii) if the Company is not then eligible to file a Form S-3, any other available form (a “Demand Registration”), in each case, including sales or distributions by way of underwritten offering, block trade or other distribution plan designated by the Stockholder. The Stockholder shall be entitled to make no more than three (3) Requests for an underwritten offering in any twelve-month period (it being understood that each underwritten offering (including any underwritten block trade) under this Agreement shall count as a Request, even if such offering is a Takedown Request conducted pursuant to a Shelf Registration Statement and regardless of whether such offering is publicly marketed before or after the underwriters agree to purchase the Registrable Securities, unless the Stockholder withdraws its request in the circumstances described in the second sentence of Section 5.6), and each such Request shall be to register an amount of Registrable Securities equal to the lesser of (i) an aggregate market value as of the date of such Request of at least fifty million dollars ($50,000,000) and (ii) the total outstanding Registrable Securities then held by the Holders Stockholder; provided, that any Request pursuant to this clause (each, ii) shall have a DEMAND REGISTRATIONminimum aggregate market value as of the date of such Request of at least twenty-five million dollars ($25,000,000). Such request will The Company shall not be obligated to effect a Demand Registration or Takedown Request during the sixty (60) day period following the effective date of a Registration Statement pursuant to any other Demand Registration or the closing of any underwritten offering pursuant to a Takedown Request. Each Request pursuant to this Section 5.1(a) shall be in writing and shall specify the aggregate number of shares of Registrable Securities proposed requested to be sold registered and will also specify the intended method of disposition thereofdistribution of such Registrable Securities. A registration Nothing in this Article 5 shall affect, supersede or otherwise modify any of the restrictions on Transfer set forth in Article 2 or any other provision of this Agreement. For the avoidance of doubt, underwritten overnight bought deals will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected)Request. (b) In Subject to the event that Stockholder’s satisfaction of its obligations under Section 5.25 of the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant Purchase Agreement with respect to Section 2.01(a) hereof, such Demand Registration is deemed to have been effectedthe financial statements then required, the Holders may reacquire such Demand Company shall use its reasonable best efforts to file within ninety (90) days after the Closing Date an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) on Form S-3 (an “Automatic Shelf Registration (such that Statement”), or if the withdrawal or failure to pursue a request will Company does not count qualify as a Demand well-known seasoned issuer as defined in Rule 405 under the Securities Act (a “WKSI”), a Registration hereunder) Statement (which shall be on Form S-3 if the Holders reimburse Company is then eligible to use such form) permitting the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition public resale of Registrable Securities, and agree on a delayed or continuous basis pursuant to reasonably cooperate Rule 415 of the Securities Act in accordance with the Corporation in effecting requirements of the disposition Securities Act and the rules and regulations of the SEC thereunder (including any Automatic Shelf Registration Statement, a “Shelf Registration Statement”), or otherwise designating an existing Shelf Registration Statement with the SEC, covering the sale or distribution of all of the Registrable Securities in a manner that does not unreasonably disrupt from time to time by the public trading market for Stockholder pursuant to one or more Takedown Requests, including by way of underwritten offering, block trade or other distribution plan designated by the Common Stock. (e) The Corporation will have Stockholder, and to cause such Shelf Registration Statement to become or be deemed effective by the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds end of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02Lock-up Period.

Demand Registration. (a) Buyer, on its own behalf and on behalf of The Purchaser may at any time after the other Holders, may make up to two written requests for registration date one year from the date hereof request in writing that the Company register under the Securities Act of 1933, as amended (the "Securities Act") all or any part portion of the Registrable Securities held by Stock (as defined below) for sale in the Holders (eachmanner specified in such notice; and provided, a DEMAND REGISTRATION). Such request will specify that the aggregate purchase price to the public of such public offering of the shares of Registrable Stock for which registration has been requested shall reasonably be anticipated to exceed $1 million; and provided, further that (i) the Company shall not be obligated to register Purchaser's Registrable Stock pursuant to this paragraph (a) on more than one occasion, and (ii) the Company shall not be obligated to effect a shelf registration as such is defined in Rule 415 under the Securities Act. (b) Following receipt of any notice delivered in compliance with paragraph (a) of this Section 1 (a "Demand"), the Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Demand, the number of shares of Registrable Securities proposed to Stock specified in such Demand. Purchaser may request a specific managing underwriter or underwriters, which shall be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due national standing, subject to the failure of a Holder to perform its obligations under this Exhibit B or the inability approval of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price Company, which approval shall not unreasonably be withheld or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration unreasonably delayed. The Company shall be deemed to have been effected (provided that if satisfied an obligation to register Registrable Stock pursuant to a Demand when a registration statement covering at least 90% of the shares of Registrable Stock specified in the Demand Registration does not for sale in accordance with the method of disposition specified in the Demand shall have become effective because and the period of a material adverse change in the condition (financial or otherwise), business, assets or results of operations distribution of the Corporation and its subsidiaries taken registration contemplated thereby has been completed (determined as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effectedhereinafter provided). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration The Company shall be entitled to include in any registration statement filed in response to a Demand made in accordance with this Section 1, for sale in accordance with the method of disposition specified by the Purchaser in such Demand, shares of Common Stock to be sold by the Company for its own account or that of other security holders, except as and to the extent that, in the form of an underwritten offering. A majority in interest opinion of the Selling Holders shall have managing underwriters, such inclusion would adversely affect the right to select marketing of the managing Underwriters and any additional investment bankers and managers Registrable Stock, or the price thereof or the number of shares to be used included for which registration has been requested in connection with such offeringDemand. Except for registration statements on From S-4, subject ▇-▇ ▇▇ any successor forms thereto, the Company will not file with the Securities and Exchange Commission (the "Commission") any other registration statement with respect to its Common Stock, whether for its own account or that of other security holders, from the Corporation's approval, which approval shall not be unreasonably withhelddate of receipt of a Demand pursuant to this Section 1 until 45 days following the completion of the period of distribution of the registration contemplated thereby (determined as hereinafter provided). (d) The Selling Holders will inform Company may at its option elect that any requested registration pursuant to Section 1(a) be delayed for a period not in excess of 90 days from the Corporation date of such Demand but only if, at the time and manner of any disposition of Registrable Securitiessuch request, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities Company is engaged in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention transaction which is material to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities Company and the Corporation shall use commercially reasonable efforts to disclosure of which would have a material adverse effect a primary registration within 60 days of such notice. In on the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02Company.

Demand Registration. (a) BuyerSubject to the provisions of Section 2.7, at any time and from time to time on its own behalf and on behalf or after the the closing of the other HoldersTransactions, may make up to two written requests for registration under each of (i) the Securities Act Gores Holders of all or any part at least a majority in interest of the then-outstanding number of Registrable Securities held by the Gores Holders (eachthe “Gores Demanding Holders”), (ii) the Parent Demanding Holders, and (iii) Parent (together with the Gores Demanding Holders, the Parent Demanding Holders, the “Demanding Holders”), may make a DEMAND REGISTRATIONwritten demand for Registration of all or part of their Registrable Securities on (1) Form F-1 or (2) if available, Form F-3, which in the case of either clause (1) or (2), may be a shelf Registration Statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). Such request will specify The Company shall, promptly following the aggregate number Company’s receipt of shares a Demand Registration (and, in any event, within twenty days of its receipt of such Demand Registration, notify, in writing all other Holders of Registrable Securities proposed of such demand, and each Holder of Registrable Securities who thereafter wishes to be sold and will include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also specify separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the intended method Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of disposition thereof. A registration will its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to Section 2.2(d), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration until it has become effective. Should a Demand and the Company shall effect, as soon thereafter as practicable, the Registration not become effective due of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected)Registration. (b) In Notwithstanding the event that the requesting Holders withdraw provisions of Section 2.2(a) or do not pursue any other part of this Agreement, a request for Registration pursuant to a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will shall not count as a Demand Registration hereunderunless and until (i) if the Holders reimburse Registration Statement filed with the Corporation for any and all Commission with respect to a Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right pursuant to reacquire a Demand Registration may has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency, the Registration Statement with respect to such Registration shall be exercised deemed not to have been declared effective, unless and until, (1) such stop order or injunction is removed, rescinded or otherwise terminated, and (2) a maximum majority-in-interest of two timesthe Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than ten (10) days after the removal, rescission or other termination of such stop order or injunction, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration by the same Demand Holder becomes effective or is subsequently terminated. (c) If Subject to the Selling provisions of Section 2.2(d) and Section 2.7, if a majority-in-interest of the Demanding Holders so elect, advise the Company as part of their Demand Registration that the offering of such the Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offeringUnderwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. A majority All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.2(c), subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Company and the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Selling Demanding Holders initiating the Demand Registration, which Underwriter(s) shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject reasonably satisfactory to the Corporation's approval, which approval shall not be unreasonably withheldCompany. (d) The Selling If a Demand Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters, in good faith, advises the Company, the Demanding Holders will inform and the Corporation Requesting Holders (if any) in writing that, in its opinion, the dollar amount or number of Registrable Securities that the time Demanding Holders and manner of any disposition of the Requesting Holders (if any) desire to sell, taken together with all other Registrable Securities or other equity securities that the Company desires to sell for its own account and the Registrable Securities, and agree if any, as to reasonably cooperate with which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders of the Corporation Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in effecting such Underwritten Offering without adversely affecting the disposition proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the total amount of Registrable Securities held by each such Demanding Holder and Requesting Holder (if any) (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities or other equity securities that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities or other equity securities of other persons or entities that the Company is obligated to register in a manner Registration pursuant to separate written contractual arrangements with such persons and that does not unreasonably disrupt can be sold without exceeding the public trading market for the Common StockMaximum Number of Securities. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (aA) BuyerRequest for Registration. As used in this Agreement, on its own behalf "Restricted Stock" shall mean all shares of Common Stock received by the Holders pursuant to the Stock Exchange Agreement, dated as of May 21, 1997, by and on behalf among the Company, HAM Marine, Inc., ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Ltd. and each of the other Holders, together with any securities issued or issuable with respect to any such Common Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. As to any particular issued Restricted Stock, such securities shall cease to be Restricted Stock when (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) such securities shall have been distributed by the Holders to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, (iii) such securities shall have been otherwise transferred by the Holders, new certificates representing the transferred securities not bearing a legend restricting further transfer shall have been delivered by the Company to the transferees thereof the and subsequent disposition of such securities shall not require registration or qualification of such securities under the Securities Act or any similar state law then in force, (iv) such securities shall have ceased to be outstanding, or (v) the Holders thereof shall agree in writing that such Restricted Stock shall no longer be Restricted Stock. The Holders and any permitted assignee of any of the Holder's rights and duties hereunder are referred to herein as the "Holders" and a Holder selling or distributing Restricted Stock pursuant hereto is referred to herein as a "selling Holder." Subject to the conditions and limitations set forth in Section 5 of this Agreement, at any time and from time to time after the limitation period referred to in Section 1, the Holder or Holders of Restricted Stock holding in the aggregate Twenty Percent (20%) of the number of shares of Restricted Stock then outstanding may make up to two a written requests request for registration under the Securities Act of all or any part of its or their Restricted Stock pursuant to this Section 2 ("Demand Registration"), provided that the Registrable Securities held by number of shares of Restricted Stock proposed to be sold or distributed shall be at least Twenty Percent (20%) of the Holders (each, a DEMAND REGISTRATION)aggregate number of shares of Restricted Stock then outstanding. Such request will specify the aggregate number of shares of Registrable Securities Restricted Stock proposed to be sold or distributed and will also specify the intended method of disposition thereof. A Within ten (10) business days after receipt of such request, the Company will give written notice of such registration will not count as a Demand Registration until it request to all other Holders of Restricted Stock and include in such registration all Restricted Stock with respect to which the Company has become effective. Should a Demand Registration not become effective due to received written requests for inclusion therein within fifteen (15) business days after the failure of a receipt by the applicable Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders Company's notice. Each such request will also specify the aggregate number of shares of Restricted Stock to reach agreement with be registered and the Underwriters for intended method of disposition thereof. No other party, including the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration Company (in each but excluding another Holder of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit BRestricted Stock), then shall be permitted to offer securities under any such Demand Registration shall be deemed to have been effected (provided that if unless the Demand Registration does not become effective because of a material adverse change in the condition (financial Holder or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the Holders requesting Holders, then the Demand Registration shall not be deemed to have been effected)consent thereto in writing. (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (a1) Buyer, At any time and from time to time beginning on its own behalf and on behalf the one- year anniversary of the other HoldersClosing Date (as defined in the Merger Agreement) and ending on the ten-year anniversary of such Closing Date, may make up any Holder(s) holding no less than fifty percent (50%) of the Registrable Securities (or, with respect to two written requests for a second Demand Registration hereunder, fifty percent (50%) of the remaining Registrable Securities), shall have the right to require the Company to file a registration statement under the Securities Act of covering all or any part of their respective Registrable Securities, by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration by such Holder(s), a price range acceptable to such Holder(s) for the sale of such Registrable Securities and the intended method of distribution thereof. All such requests pursuant to this Section 2(a) are referred to herein as "Demand Registration Requests" and the registrations ---------------------------- so requested are referred to herein as "Demand Registrations" and, with respect -------------------- to any Demand Registration, the Holder(s) making such demand for registration being referred to as the "Initiating Holder". As ----------------- promptly as practicable, but no later than 10 Business Days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all Holders ---------------------- of record of Registrable Securities. Upon receipt of the Demand Exercise Notice, each Other Holder shall have 10 Business Days from the date of receipt to deliver a written request to the Company asking that such Other Holder's Registrable Securities be included in the registration statement. Such written request by the Other Holder shall include the number of Registrable Securities held by such Other Holder that he desires to be included in the registration statement. The Company shall include in a Demand Registration (i) the Registrable Securities of the Initiating Holder, (ii) the Registrable Securities of any Other Holders that shall have made a written request to the Company for inclusion thereof in such registration (each, a DEMAND REGISTRATION). Such which request will shall specify the aggregate maximum number of shares of Registrable Securities proposed intended to be sold disposed of by such Other Holders) within 30 days after the receipt of the Demand Exercise Notice and will also specify the intended method Primary Securities and Other Securities of disposition thereofthe Company requested to be included in such registration by holders of such Other Securities and (iii) any Primary Securities the Company wishes to register. A registration will not count The Company shall, as expeditiously as practicable following a Demand Registration until Request, use its best efforts to (i) prepare, file and cause to become effective registration of the Registrable Securities on Form S-1, Form SB-2 or Form S-3 (if available) or any successor form promulgated by the SEC pursuant to this Section 2(a)(A), and (ii) if requested by the Initiating Holder, request acceleration of the effective date of the registration statement relating to such registration. (2) The rights of Holders of Registrable Securities to request Demand Registrations pursuant to this Section 2(a) are subject to the following limitations: (i) the Company shall not be required to take any action to effect any Demand Registration after it has become effected two (2) such registrations pursuant to this Section 2 (a), and such registrations have been declared or ordered effective. Should ; provided, if the number of Registrable Securities requested -------- to be included in such registration exceeds the number which, in the opinion of the managing underwriter, can be sold in such offering within a Demand Registration not become effective due price range acceptable to the failure of Initiating Holder and as a Holder to perform its obligations under this Exhibit B or the inability result only a pro rata portion of the requesting Holders to reach agreement with Initiating Holder's Registrable Securities representing less than seventy five percent (75%) of the Underwriters Registrable Securities of the Initiating Holder requested by such Initiating Holder for the proposed sale on price or other customary terms for such transaction, or inclusion are included in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit Bregistration and underwriting pursuant to Section 2(a)(C), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration registration shall not be deemed to be a Demand Registration under this Section 2(a); (ii) the Company shall not be required to take any action to effect any Demand Registration within the 90-day period following the effective date of a previous Demand Registration; and (iii) If the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company (including to any material proposed or planned material transaction involving the Company) and its stockholders for such registration to be effected at such time, in which event the Company shall have been effectedthe right to defer the filing of the registration statement for a period of not more than 90 days after receipt of the request from the Holder under this Section 2(a); provided, however, that the Company shall not utilize this right more than once in any twelve month period. In such event, the Holders requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as one of the permitted Demand Registrations hereunder and the Company will pay all Registration Expenses in connection with such registration. (b3) In the event that the requesting Holders withdraw or do not pursue a request registration pursuant to this Section 2(a) is for a Demand Registration andregistered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.01(a2(a)(1) hereof, above. In such Demand Registration is deemed to have been effectedevent, the Holders may reacquire right of any Holder to registration pursuant to this Section 2(a) shall be conditioned upon such Demand Registration (such that Holder's participation in the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if underwriting arrangements required by this Section 2(a)(3), and the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering inclusion of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the CorporationHolder's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention underwriting to the Selling Holders indicating that extent requested shall be limited to the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; extent provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02herein.

Demand Registration. (a) BuyerAt any time commencing six months from the date hereof and expiring on the Expiration Date, on its own behalf and on behalf the Holders of the Warrants and/or Warrant Shares representing a "Majority" (as hereinafter defined) of the Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 9.2 hereof), exercisable by written notice to the Company (a "Demand Registration"), to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Holders, may make up in order to two written requests for registration under comply with the Securities Act provisions of the Act, so as to permit a public offering and sale by such Holders and any other Holders of the Warrants and/or Warrant Shares who notify the Company within fifteen (15) days after the Company mails notice of such request pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares so as to allow the unrestricted sale of all or any part (as directed by the Holders) of the Registrable Securities held Warrant Shares to the public from time to time until the earlier of the following: (i) the Expiration Date, or (ii) the date on which all of the Warrant Shares requested to be registered by the Requesting Holders have been sold (each, a DEMAND REGISTRATIONthe "Registration Period"). Such request will specify the aggregate number of shares of Registrable Securities proposed The Company must effect as many Demand Registrations requested pursuant to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due this Section 9.3(a) to the failure of a Holder to perform its obligations under this Exhibit B extent such registrations may be effected on Commission Form S-3 or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price any successor or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration similar short-form registration statement (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B"Commission Form S-3"), then such Demand Registration shall be deemed to have been effected (provided that if but the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration Company shall not be deemed obligated to have been effected)effect more than two (2) Demand Registrations hereunder on Commission Form S-1 or any other Commission Form other than Commission Form S-3. (b) In The Company covenants and agrees to give written notice of any registration request under this Section 9.3 by any Holder or Holders representing a Majority of the event that Warrants and/or Warrant Shares to all other registered Holders of the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(aWarrants and the Warrant Shares within ten (10) hereof, days from the date of the receipt of any such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two timesregistration request. (c) If In addition to the Selling Holders so electregistration rights under Section 9.2 and subsection (a) of this Section 9.3, at any time commencing six months from the date hereof and expiring on the Expiration Date, the offering Holders of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to select the managing Underwriters Company, to have the Company prepare and any additional investment bankers file with the Commission a registration statement so as to permit a public offering and managers sale by such Holders of their respective Warrant Shares from time to time until the first to occur of the following: (i) the expiration of this Agreement, or (ii) all of the Warrant Shares requested to be used in connection with registered by such offeringHolders have been sold; provided, subject to however, that the Corporation's approval, which approval provisions of Section 9.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be unreasonably withheld. (d) The Selling Holders will inform at the Corporation expense of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common StockHolder or Holders making such request. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (a) Buyer, on its own behalf and on behalf Any time after the date of this Agreement at which the Common Stock (or any other class or series of securities of the Company or any other HoldersPerson of which Registrable Securities are a part) is registered with the Commission under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any Holder or Holders who collectively beneficially own at least a majority of the JEDI Registrable Securities or at least a majority of the TCW Registrable Securities, in each case outstanding at such time, may make up request (a "Request Notice") the Company to two written requests for registration register under the Securities Act of all or any part of the Registrable Securities held by the Holders (each, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected portion (provided that if such portion will have an aggregate offering price of at least $1,000,000) of the Demand Registration does not become effective because of a material adverse change JEDI Registrable Securities or TCW Registrable Securities, as applicable, that are held by such Holder or Holders (collectively, the "Original Requesting Holders") for sale in the condition (financial or otherwise), business, assets or results of operations of manner specified in the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected)Request Notice. (b) In the event that the requesting Holders withdraw or do not pursue Promptly following receipt of a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effectedRequest Notice, the Company shall immediately notify each Holder (except the Original Requesting Holders) of the receipt of a Request Notice and shall use its best efforts to file a registration statement under the Securities Act (each such registration statement is hereinafter referred to as a "Registration Statement") effecting the registration under the Securities Act, for public sale in accordance with the method of disposition specified in such Request Notice, of the Registrable Securities specified in the Request Notice (and in any notices received from any additional Holders may reacquire such Demand Registration other than the Original Requesting Holders no later than the 15th day after receipt of the notice sent by the Company) (such that additional Holders and the withdrawal or failure Original Requesting Holders are hereinafter referred to pursue a request will not count collectively as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with "Requesting Holders"). If such request for a Demand Registration; provided that the right to reacquire a Demand Registration may method of disposition shall be exercised a maximum of two times. (c) If the Selling Holders so electan underwritten public offering, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select Company may designate the managing Underwriters and any additional investment bankers and managers to be used in connection with underwriter of such offering, subject to the Corporation's approvalapproval of the Requesting Holders holding a majority of the Registrable Securities requested to be registered, which approval shall not be unreasonably withheldwithheld unreasonably. The Company shall be obligated to register Registrable Securities pursuant to this Section 2.01 on three occasions only with respect to Request Notices delivered by the Holders of a majority of the JEDI Registrable Securities and on three occasions only with respect to Request Notices delivered by Holders of a majority of the TCW Registrable Securities. For purposes of the foregoing sentence, a request pursuant to this Section 2.01 shall be counted only when (i) all the Registrable Securities requested to be included in any such registration have been so included, (ii) the corresponding Registration Statement has become effective under the Securities Act, and (iii) the effectiveness of the Registration Statement has been maintained for the period specified in Section 2.03(g) below; provided, however, that a request shall be counted in the event that clause (i), (ii) or (iii) above is not satisfied for reasons that are solely within the control of the Original Requesting Holders. Notwithstanding anything to the contrary contained herein, the Company may delay the filing or effectiveness of a Registration Statement after receipt of a Request Notice (i) for up to 60 days if, at the time of such request, a firm commitment underwritten public offering of the Company's securities is being conducted (A) pursuant to a Request Notice under this Section 2.01 or (B) in which Holders may include Registrable Securities and for which the Company has delivered the notice to Holders required by the first sentence of Section 2.02 or (ii) for up to 45 days if, within five days after the date of such request, the Board of Directors of the Company determines in its reasonable judgment and in good faith that the filing of such a Registration Statement or the making of any required disclosure in connection therewith would have a material adverse effect on the Company or substantially interfere with a significant transaction in which the Company is then engaged; provided that the Company may not delay the filing of a Registration Statement in reliance on this clause (ii) more than once during any period of eighteen consecutive calendar months. (c) The Company shall be entitled to include in any Registration Statement filed pursuant to this Section 2.01, for sale in accordance with the method of disposition specified by the Original Requesting Holders, securities of the Company entitled to vote generally in the election of directors (or any securities convertible into or exchangeable for or exercisable for the purchase of securities so entitled generally to vote in the election of directors) (collectively, "Voting Securities") to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering) or in the opinion of the Requesting Holders owning a majority of the Registrable Securities requested to be registered (if such method of distribution is not an underwritten public offering), such inclusion would adversely affect the price or materially jeopardize the successful marketing of the Registrable Securities to be sold. Any Person, other than a Holder, who is entitled to piggy-back registration rights with respect to a Registration Statement filed pursuant to this Section 2.01 may include Voting Securities of the Company with respect to which such rights apply in such Registration Statement for sale in accordance with the method of disposition specified by the Original Requesting Holders, except and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering) or in the opinion of the Requesting Holders owning a majority of the Registrable Securities requested to be registered (if such method of distribution is not an underwritten public offering), such inclusion would adversely affect the price or materially jeopardize the successful marketing of the Registrable Securities to be sold. In the event that, in the opinion of the managing underwriter (if the method of distribution is an underwritten public offering), the number of Registrable Securities to be included by Requesting Holders in a registration pursuant to this Section 2.01 exceeds the number (the "Maximum Number") of Registrable Securities that may be included without adversely affecting the price or materially jeopardizing the marketing of Registrable Securities, then the number of Registrable Securities to be included in the registration shall be reduced to the Maximum Number of Registrable Securities. In effecting such reduction, the number of Registrable Securities to be included by each Requesting Holder shall be reduced in proportion to the respective number of Registrable Securities requested to be included by each Requesting Holder. Except as provided in this subsection (c), the Company will not effect any other registration of its Voting Securities (except with respect to Registration Statements on Form S-4 or S-8 for purposes permissible under such forms as of the date hereof), whether for its own account or that of any other security holder, from the date of receipt of a Request Notice requesting the registration of an underwritten public offering until the completion of the distribution by the underwriters of all securities thereunder or, if sooner, until 60 days following the date of effectiveness under the Securities Act of the Registration Statement relating to the request notice. In addition, in connection with any underwritten public offering pursuant to a request notice under this Section 2.01, the Company will, if requested by the underwriters, cooperate with the underwriters in obtaining from the officers, directors and significant stockholders (other than Holders) of the Company customary lock-up agreements prohibiting the sale of Voting Securities by such persons for a period not to exceed 60 days following effectiveness under the Securities Act of the Registration Statement relating to the request notice. (d) The Selling Holders will inform Until no Registrable Securities remain outstanding, the Corporation Company shall not issue any demand registration rights to any person or entity without the prior written consent of the time Holders of a majority of the JEDI Registrable Securities and manner the Holders of any disposition a majority of the TCW Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (a) BuyerAt any time after the Closing Date, on its own behalf and on behalf of any Avista Holder may request, in writing (a “Demand Request”), that the other Holders, may make up to two written requests for Company effect the registration under the Securities Act of all or any part of its or their Registrable Shares (a “Demand Registration”). Notwithstanding the foregoing, no Demand Request will be effective hereunder unless the Registrable Securities Shares proposed to be sold by the Avista Holders requesting the Demand Registration (the “Requesting Holders,” which term shall include parties deemed “Requesting Holders” pursuant to Section 2.1(f) hereof) represent, in the aggregate, more than 25% of the total number of Registrable Shares held by the Holders all Avista Holders. (each, a DEMAND REGISTRATION). Such request will b) Each Demand Request shall specify the aggregate number of shares of Registrable Securities Shares proposed to be sold and will also specify the intended method of disposition thereofof the Registrable Shares (including an Underwritten Offering pursuant to Section 2.1(d) or a Shelf Registration pursuant to Section 2.1(f)). Subject to Section 2.1(h), the Company shall file the Demand Registration within 90 days after receiving a Demand Request (the “Required Filing Date”) and shall use all commercially reasonable efforts to cause the same to be declared effective by the SEC as promptly as practicable after such filing; provided, however, that the Company need effect only three (3) Demand Registrations pursuant to Demand Requests made by Holders of Registrable Shares pursuant to Section 2.1(a); provided, further, that if any Registrable Shares requested to be registered pursuant to a Demand Request are excluded from the applicable Demand Registration pursuant to Section 2.1(e) below, the Holders shall have the right, with respect to each such exclusion, to request one additional Demand Registration. (c) A registration will not count as a Demand Registration until it has become effective. Should effective (unless the Requesting Holders withdraw all their Registrable Shares and the Company has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration not unless the Requesting Holders pay all Registration Expenses, as hereinafter defined, in connection with such withdrawn registration); provided, however, that if, after it has become effective due effective, an offering of Registrable Shares pursuant to the failure of a Holder to perform its obligations under this Exhibit B registration is interfered with by any stop order, injunction or the inability other order or requirement of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price SEC or other customary terms for governmental agency or court, such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall registration will be deemed not to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (cd) If The Requesting Holders may provide in the Selling Holders so elect, Demand Request that the offering of such Registrable Securities Shares pursuant to such a Demand Registration shall be in the form of a “firm commitment” underwritten offering (an underwritten offering“Underwritten Offering”). A The Requesting Holders of a majority in interest of the Selling Holders Registrable Shares to be registered in a Demand Registration shall have the right to select the managing Underwriters and any additional investment bankers and managers banking firm or firms to manage the Underwritten Offering, provided that such selection shall be used in connection with such offering, subject to the Corporation's approvalconsent of the Company, which approval consent shall not be unreasonably withheld. . No Person may participate in any registration pursuant to Section 2.1(a) unless such Person (di) The Selling Holders will inform agrees to sell such Person’s Registrable Shares on the Corporation basis provided in any underwriting arrangements described above and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the time terms of such underwriting arrangements; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and manner warranties as to (A) such Person’s ownership of his or its Registrable Shares to be transferred free and clear of all liens, claims and encumbrances, (B) such Person’s power and authority to effect such transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any disposition of such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable SecuritiesShares, and agree the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to reasonably cooperate with the Corporation in effecting net amount received by such Person from the disposition sale of the his or its Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common StockShares pursuant to such registration. (e) No securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall be included in a Demand Registration for an Underwritten Offering unless the managing underwriter or underwriters shall advise the Company or the Requesting Holders in writing that the inclusion of such securities will not materially and adversely affect the price or success of the Underwritten Offering (a “Material Adverse Effect”). Furthermore, in the event the managing underwriter or underwriters shall advise the Company or the Requesting Holders that even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause a Material Adverse Effect, the Registrable Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Company is so advised can be sold in such offering without a Material Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Shares requested to be included in such registration by each such Requesting Holder. (f) The Corporation will Requesting Holders may provide in the Demand Request that the offering of Registrable Shares pursuant to a Demand Registration shall be in the form of a “shelf offering” under the Securities Act to be made on a continuous basis pursuant to Rule 415 (a “Shelf Offering”). The Shelf Offering shall be on Form S-1 (or on Form S-3, if the Company is eligible to utilize such Form to register its shares). Subject to the terms of this Agreement, the Company shall use its best efforts to cause the Shelf Offering to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall use its best efforts to keep such Shelf Offering continuously effective under the Securities Act until all Registrable Securities covered by such Shelf Offering have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the 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 Avista Holders. (g) Upon receipt of any Demand Request, the Company shall promptly (but in any event within 10 days) give written notice of such proposed Demand Registration to all other Holders, who shall have the right right, exercisable by written notice to preempt any the Company within 20 days of their receipt of the Company’s notice, to elect to include in such Demand Registration such portion of their Registrable Shares as they may request. All Holders requesting to have their Registrable Shares included in a Demand Registration in accordance with the preceding sentence shall be deemed to be “Requesting Holders” for purposes of this Section 2.1(g). (h) The Company may defer the filing (but not the preparation) of a primary registration statement required by delivering written notice (within five business Section 2.1(a) until a date not later than 90 days after the Corporation has received a request for Required Filing Date (or, if longer, 90 days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such Demand Registration) registration statement (but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such intention disclosure would be materially detrimental to the Selling Holders indicating that Company and its stockholders or (ii) prior to receiving the Corporation has identified a specific business need and use for Demand Request, the proceeds Board of the sale of such securities and the Corporation shall use commercially reasonable efforts Directors had determined to effect a primary registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration within 60 days statement pursuant to this Section 2.1(h) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of such noticea deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the ensuing primary registrationfiling of a registration statement pursuant to this Section 2.1(h), the Holders will have Company shall promptly (but in any event within ten days), upon determining to seek such piggyback registration rights as are set forth in deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.02 hereof2.1(h) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Upon Within 20 days after receiving such certificate, the Corporation's preemption holders of a majority of the Registrable Shares held by the Requesting Holders and for which registration was previously requested may withdraw such Demand RegistrationRequest by giving notice to the Company; if withdrawn, such requested the Demand Request shall be deemed not to have been made for all purposes of this Agreement. The Company may defer the filing of a particular registration will not count as statement pursuant to this Section 2.1(h) only once. (i) In lieu of any of the three Demand Registrations and if the Company has established a “shelf offering” of newly issued shares of Common Stock (the “Company Shelf Shares”) under the Securities Act to be made on a continuous basis pursuant to Rule 415 on Form S-3 (the “Company Shelf”), the Avista Holders may issue a Demand Registration; provided that Request for the Company to sell Company Shelf Shares and use the proceeds from such sales to purchase the Registrable Shares held by the Requesting Holders (the “Shelf Funded Repurchase”) at a price equal to the price at which the Company Shelf Shares were sold less any underwriting discounts and commissions. Subject to the terms of this Agreement, the Company shall use its best efforts to keep such Company Shelf continuously effective under the Securities Act until all Registrable Securities included in the applicable Demand Registration Request have been purchased by the Company or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the 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 Avista Holders. The Company will not be deemed preempted if responsible for any fees or expenses incurred by the Avista Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights Shelf Funded Repurchase other than as set forth provided in Section 2.022.7 hereto.

Demand Registration. (a) BuyerIf on any two occasions during the Registration Period, on its own behalf and on behalf one or more of the other Holders, may make up to two written requests for registration under the Securities Act of all or any part Holders holding at least 60% of the Registrable Securities then held by all of the Holders shall notify the Company in writing (the "Demand Notice") that he or they intend to offer or cause to be offered for public sale all or any portion of his or their Registrable Securities (the "Minimum"), the Company will notify all of the Holders of Registrable Securities who would be entitled to notice of a proposed registration under Subsection 7(a) above of its receipt of such notification from such Holder or Holders. Upon the written request of any such Holder delivered to the Company within 15 days after delivery by the Company of such notification pursuant to Section 10 hereof, the Company will include such Holder's shares in registration. The Company agrees to file a registration statement with the Commission within 30 days of receipt by the Company of the Demand Notice with respect to such of the Registrable Securities as may be requested by any Holders to be registered under the Act in accordance with the terms of this Subsection 7(b), which registration may be under any form of registration statement eligible for use by the Company for such purpose, and shall use its best efforts to have such registration statement declared effective as soon as practicable. All expenses of the registration and offering (including transfer taxes on shares being sold by the Holders (eachand the fees and disbursements of one law firm acting as counsel to the Holders) shall be borne by the Company, a DEMAND REGISTRATION). Such request will specify except that the aggregate number of shares of Holders shall bear the underwriting discounts and selling commissions attributable to their Registrable Securities proposed to be sold and will also specify being registered. If the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due Company shall furnish to the failure of Holders requesting a Holder to perform its obligations registration statement under this Exhibit B or Subsection 7(b) a certificate signed by the inability President of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transactionCompany stating that, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each good faith judgment of the foregoing casesBoard of Directors, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does it would not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest best interests of the Selling Holders Company and its stockholders generally for such registration statement to be filed, the Company shall have the right to select defer such filing for a period of not more than 90 days after the managing Underwriters and any additional investment bankers and managers receipt of the request for registration; provided, however, that the Company may not utilize this right to be used in connection with such offering, subject to the Corporation's approval, which approval defer more than once. The Company shall not be unreasonably withheld. (drequired to cause a registration statement requested pursuant to this Subsection 7(b) The Selling Holders will inform to become effective prior to 90 days following the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption effective date of a requested Demand Registrationregistration statement initiated by the Company, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted Demand Notice has been received by the Company subsequent to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02the

Demand Registration. (ai) BuyerAny Holder or group of Holders that holds Registrable Securities (the “Initiating Holder”) that it desires to sell shall have the option and right, on its own behalf exercisable by delivering a written notice to the Partnership (a “Demand Notice”), to require the Partnership to, pursuant to the terms of and on behalf subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the other number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice (the “Demand Registration”). The Partnership shall have the right to elect that any Demand Registration be made pursuant to a Shelf Registration Statement. (ii) Within two (2) Trading Days of the receipt of the Demand Notice, the Partnership shall give written notice of such Demand Notice to all Holders eligible to participate in the Demand Registration pursuant to this Section 2(a) (the “Demand Eligible Holders”) and shall, may make up subject to two written requests for registration the limitations of this Section 2(a), file a Registration Statement covering all of the Registrable Securities that the Demand Eligible Holders shall in writing request (such request to be given to the Partnership within three (3) Business Days of receipt of such notice of the Demand Notice given by the Partnership pursuant to this Section 2(a)(ii)) to be included in such Demand Registration as promptly as practicable as directed by the Initiating Holder in accordance with the terms and conditions of the Demand Notice and use all commercially reasonable efforts to cause such Registration Statement to become effective under the Securities Act and remain effective under the Securities Act for not less than six (6) months following the Effective Date or such shorter period when all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, that the Partnership shall not be required to effect the registration of Registrable Securities pursuant to this Section 2(a) unless at least an aggregate of 2,500,000 Registrable Securities (as adjusted to reflect splits, combinations, dividends and recapitalizations) are offered or the Registrable Securities are offered at an aggregate proposed offering price of not less than $50 million. (iii) Subject to the other limitations contained in this Agreement, the Partnership is not obligated hereunder to effect more than (A) one (1) Demand Registration on Form S-1 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period; provided, that notwithstanding anything in this Agreement to the contrary, the Partnership shall not be obligated to effect any Demand Registration on Form S-1 (or any equivalent or successor form under the Securities Act) that is not requested by a Holder; and (B) two (2) Demand Registrations on Form S-3 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period. (iv) Notwithstanding any other provision of this Section 2(a), the Partnership shall not be required to effect a registration or file a Registration Statement pursuant to this Section 2(a): (A) during the period starting with the date sixty (60) days prior to a good faith estimate, with the approval of a simple majority of the Board of Directors of Enbridge Management, of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Partnership-initiated registration; provided that the Partnership is actively employing commercially reasonable efforts to cause such registration statement to become effective; (B) for a period of up to ninety (90) days after the date of a Demand Notice for registration pursuant to this Section 2(a) if at the time of such request (1) the Partnership is engaged, or has fixed plans with the approval of a simple majority of the Board of Directors of Enbridge Management to engage, within ninety (90) days of the time of such Demand Notice, in a firm commitment underwritten public offering of Class A Common Units in which the Holders of Registrable Securities include Registrable Securities pursuant to Section 2(b), or (2) the Partnership is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement would cause a violation of the Exchange Act; or (C) for a period of up to ninety (90) days, if (1) Enbridge Management determines that a postponement is in the best interest of the Partnership and its Limited Partners generally due to a pending transaction or (2) Enbridge Management determines that a postponement is in the best interest of the Partnership due to an investigation or other event (any such period, a “Suspension Period”); provided, however, that in no event shall the Partnership postpone or defer any Demand Registration pursuant to this Section 2(a)(iv) and/or Section 7(f) for more than an aggregate of one hundred and eighty (180) days in any twelve (12) month period. (v) Notwithstanding any other provision of this Section 2(a), if (A) the Demand Eligible Holders intend to distribute the Registrable Securities covered by a Demand Registration by means of an underwriting and (B) the managing underwriter advises the Partnership that the inclusion of all of the Demand Eligible Holders’ Registrable Securities in the subject Registration Statement would have a material adverse effect on the timing or success of the offering, then the Partnership shall so advise all Demand Eligible Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated to the Demand Eligible Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Demand Eligible Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (vi) The Partnership may include in any such Demand Registration other Partnership Securities for sale for its own account or for the account of any other Person; provided that if the managing underwriter for the offering determines that the number of Partnership Securities proposed to be offered in such offering would have a material adverse effect on the timing or success of such offering, then the Registrable Securities to be sold by the Demand Eligible Holders shall be included in such registration before any Partnership Securities proposed to be sold for the account of the Partnership or any other Person. (vii) Subject to the limitations contained in this Agreement, the Partnership shall effect any Demand Registration on Form S-3 (except if the Partnership is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such Demand Registration shall be effected on another appropriate form for such purpose pursuant to the Securities Act) and if the Partnership becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offer and sale of Registrable Securities through a firm commitment underwriting shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Partnership); provided, however, that if at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Partnership that it intends to effect an offering of all or any part of the Registrable Securities held by included on such Registration Statement, the Partnership will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (viii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a)(viii), the Partnership shall, (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Demand Eligible Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (each2) such forms, a DEMAND REGISTRATION). Such request will specify amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the aggregate number of shares of Registrable Securities proposed subject to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall on the Trading Market and (B) do any and all other acts and things that may be deemed to have been effected (provided that if necessary or appropriate or reasonably requested by the Demand Registration does not become effective because Eligible Holders to enable such Holders to consummate a public sale of a material adverse change such Registrable Securities in accordance with the condition (financial intended timing and method or otherwise), business, assets or results methods of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected)distribution thereof. (bix) In the event that a Holder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, of such Demand Registration is deemed to have been effectedHolder, the Holders may reacquire Partnership shall amend or supplement such Demand Registration (such that the withdrawal or failure to pursue a request will not count Statement as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheldStatement. (dx) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation Partnership shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registrationremain eligible to use Form S-3, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell including by timely filing all requested securities in connection reports with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02Commission and meeting the other requirements of the Exchange Act.

Demand Registration. At any time during the period commencing on the date that is six (a6) Buyermonths after the Effective Date and ending on the date that is nine (9) months after the Effective Date, on its own behalf and on behalf if the Minimum Offering Condition is satisfied, any Holder or Holders may deliver to the Company a written notice (“Demand Registration Notice”) requesting that the Company file a Registration Statement (a “Demand Registration Statement”) to register in an underwritten offering (i) the sale of the other Registrable Shares by Holders, may make up to two written requests for registration under and/or (ii) the Securities Act sale of all or any part of the Registrable Securities held Class A Common Shares by the Holders Company, the proceeds of which will be used to purchase Units and pay related offering expenses. Within seven (each, a DEMAND REGISTRATION). Such request will specify the aggregate number 7) Business Days of shares receipt of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effectiveNotice, the Company shall send a written notice (a “Notice of Demand Registration”) to all other Holders notifying them of such Demand Registration Notice, and requesting that they respond if they want to participate in such offering. Should An Existing Holder may elect to participate in such offering as a selling shareholder of Registrable Shares. A Holder of Units may elect to participate in such offering by requesting that the Company purchase a number of such Holder’s Units at the closing of the offering at a price per Unit equal to the price per Class A Common Share received by the Company (net of all underwriting discounts and commissions) in such offering. Any Holder electing to sell Units in connection with an offering undertaken pursuant to a Demand Registration not become effective due to Notice shall execute and deliver a purchase agreement in such form as is reasonably requested by the failure Company (a “Unit Purchase Agreement”). The Notice of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration shall request that Holders respond in writing within ten (10) Business Days if they want to participate in each such offering, and indicate in such response the number of the foregoing casestheir Registrable Shares requested to be included (or Units requested to be sold). The Company may elect to include a Unit Purchase Agreement with such Notice of Demand Registration, provided and require that at any Holder electing to sell Units in connection with such time the Corporation is offering must deliver a Unit Purchase Agreement that has been duly executed by such Holder, together with such Holder’s written response indicating its intention to participate in compliance such offering. Any Holder that fails to respond in all material respects with its obligations under this Exhibit B), then such Demand Registration writing within ten (10) Business Days shall be deemed to have been effected elected not to participate in such offering. As promptly as practicable following receipt of a Demand Registration Notice, and after other Holders have had an opportunity to respond to the Notice of Demand Registration, the Company shall prepare and file with the Commission a Demand Registration Statement that registers all of the Registrable Shares, with respect to which the Company has received written requests for participation therein from the Holders, and use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable. For the avoidance of doubt, the Company shall only be required to file one (provided that if 1) Demand Registration Statement pursuant to this Section 3(b). All of the provisions of clauses (ii) – (vii) of Section 3(c) shall apply to the offering undertaken pursuant to the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected)Notice. (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (a) BuyerAny time after the Funding Date, on its as defined in the Securities Purchase Agreement, (i) any Holder or Holders who collectively beneficially own behalf and on behalf at least 25% (twenty-five percent) of the other Holders, Registrable Securities may make up request (a "Request Notice") the Company to two written requests for registration register under the Securities Act of (other than pursuant to a shelf registration on Form S-3) all or any part portion of the Registrable Securities that are held by the such Holder or Holders (eachcollectively, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold "Requesting Holder") for sale in the manner specified in the Request Notice and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or (ii) in the event that the requesting Company is eligible to file a Registration Statement on Form S-3, any Holders withdraw or do not pursue the request for the Demand Registration (in each who collectively beneficially own at least a majority of the foregoing cases, provided Registrable Securities may submit a Request Notice to the Company to register under Form S-3 all or any portion of the Registrable Securities that at are held by such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change Requesting Holder(s) for sale in the condition (financial or otherwise), business, assets or results of operations of manner specified in the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected)Request Notice. (b) In Promptly following receipt of a Request Notice, the event Company shall immediately notify each Holder (except the Requesting Holder) of the receipt of a Request Notice and shall use its best efforts to file a registration statement under the Securities Act (each such registration statement is hereinafter referred to as a "Registration Statement") effecting the registration under the Securities Act, for public sale in accordance with the method of disposition specified in such Request Notice, of the Registrable Securities specified in the Request Notice (and in any notices that the requesting Company receives from other Holders withdraw or do not pursue a request for a Demand Registration and, pursuant no later than the 15th day after receipt of the notice sent by the Company) (such other Holders and the Requesting Holder are hereinafter referred to Section 2.01(a) hereof, as the "Requesting Holders"). If such Demand Registration is deemed to have been effectedmethod of disposition shall be an underwritten public offering, the Requesting Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue holding a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right Registerable Securities to select be registered may designate the managing Underwriters and any additional investment bankers and managers to be used in connection with underwriter of such offering, subject to the Corporation's approvalapproval of the Company, which approval shall not be unreasonably withheldwithheld unreasonably. The Company shall be obligated to register Registrable Securities pursuant to this Section 2.01 on two occasions only. A request pursuant to this Section 2.01 shall be counted ("Counted") only when (i) all the Registrable Securities requested to be included in any such registration have been so included, (ii) the corresponding Registration Statement has become effective under the Securities Act, and (iii) the public offering has been consummated and the Registrable Securities have been sold on the terms and conditions specified therein; provided, however, that in the event of a shelf registration if the Company is then eligible to file a Registration Statement on Form S-3, the Company shall keep such Registration Statement effective for two years from the effective date of the Registration Statement. (c) The Company may delay the filing or effectiveness of a Registration Statement after receipt of a Request Notice (i) for up to 90 days if at the time of such request, the Company is engaged in a firm commitment underwritten public offering of its securities in which Holders may include Registrable Securities and for which the Company has delivered the notice to the Holders required by Section 2.02 or (ii) for up to 60 days if at the time of such request the Board of Directors of the Company determines in its reasonable judgment and in good faith that the filing of such a Registration Statement or the making of any required disclosure in connection therewith would have a material adverse effect on the Company or substantially interfere with a significant transaction in which the Company is then engaged; provided that the Company may not delay the filing of a Registration Statement in reliance on this clause (ii) more than once during any period of twelve consecutive calendar months. (d) The Selling Holders will inform the Corporation Company and any institutional investor who is entitled to piggy-back registration rights as of the time and manner Closing Date ("Other Holders") with respect to a Registration Statement filed pursuant to Section 2.01 may include securities of the Company in such Registration Statement, but only to the extent that, in the good faith opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering) supported by written reasons therefor, the inclusion of such shares would not raise a substantial doubt as to whether the proposed offering could successfully be consummated. Subject to Section 2.01(c) above, except as provided in this subsection (d), the Company will not effect any other registration of its equity securities (except with respect to Registration Statements on Form S-4 or S-8 or for purposes permissible under such forms as of the date hereof), whether for its own account or that of any disposition Other Holder, from the date of Registrable Securities, and agree receipt of a Request Notice related to reasonably cooperate with an underwritten public offering until the Corporation in effecting the disposition completion of the Registrable Securities in a manner that does not unreasonably disrupt distribution by the public trading market for the Common Stockunderwriters of all securities thereunder. (e) The Corporation will have Exercise of the right to preempt any Demand Registration convert the Warrants to Warrant Shares shall at the Holder's sole election and discretion be contingent upon the registration of the Warrant Shares in accordance with a primary this Agreement and should such registration by delivering written notice not be completed pursuant to the terms hereof, Holder shall have the right, at its sole discretion, to rescind its election to convert the Warrants. (within five business days f) From and after the Corporation has received a request for such Demand Registration) date of such intention to the Selling Holders indicating that the Corporation has identified a specific business need this Agreement and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registrationuntil no Registrable Securities remain outstanding, the Holders will have such piggyback Company shall not grant registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, to any Person if such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection rights would conflict with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02provisions of this Agreement.

Demand Registration. (a) BuyerAt any time commencing after ____________, on its own behalf 2000 (one (1) year from the Effective Date) through and on behalf including ____________, 2004 (five (5) years from the Effective Date), the Holders of the Underwriter's Warrants and Shares underlying the Underwriter's Warrants, representing a "Majority" of the shares of Common Stock issuable upon the exercise of the Underwriter's Warrants (assuming the exercise of all of the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Commission, at on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, may make up in order to two written requests for registration under comply with the Securities Act of all or any part provisions of the Registrable Securities held Act, so as to permit a public offering and sale of their respective Warrant Shares for a period of time equal to the greater of (i) least nine (9) consecutive months or (ii) the unexpired term of the Underwriter's Warrants by such Holders and any other Holders of the Holders Underwriter's Warrants and the Shares who shall notify the Company within ten (each, a DEMAND REGISTRATION)10) days after receiving notice from the Company of such request. Such request will specify registration and all costs incident thereof shall be at the aggregate number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability expense of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transactionCompany, or as provided in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effectedSection 7.4(b). (b) In The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the event that Underwriter's Warrants and Shares within ten (10) days from the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, date of the receipt of any such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two timesregistration request. (c) If The Company and the Selling Holders so electagree that the Holders of Underwriters Warrants and Shares (the "Securities") will suffer damages if the Company fails to fulfill its obligations under this Section 7.3 and that ascertaining the extent of such damages with precision would not be feasible. Accordingly, the offering of such Registrable Securities pursuant Company agrees to such Demand Registration shall be pay liquidated damages in the form of interest with respect to the Securities held by each Holder ("Liquidated Damages"), if: (i) any Registration Statement required to be filed pursuant to this Section 7.3 is not filed with the SEC on or prior to the date specified in Section 7.4(a) for such filing in this Agreement; (ii) any such Registration Statement has not been declared effective by the SEC on or prior to the earliest possible time but in no event later than 90 days after such filing (the "Effectiveness Target Date"); or (iii) any Registration Statement required to be filed pursuant to this Section 7.3 is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post effective amendment to such Registration Statement that cures such failures and that is itself immediately declared effective; (each such event in clauses (i) through (iii) above being referred to herein as a "Registration Default"). The additional interest comprising Liquidated Damages shall be an underwritten offering. A majority in interest amount equal to (A) with respect to the first 90-day period immediately following the occurrence of a Registration Default, 10% of the Selling Holders shall have the right to select the managing Underwriters and any number of Securities held by such Holder (pro-rated weekly), plus (B) an additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation 10% of the time and manner number of any disposition of Registrable SecuritiesSecurities held by such Holder with respect to each 30-day period after the first 90 day period, and agree until all Registration Defaults have been cured, up to reasonably cooperate with the Corporation in effecting the disposition 100% of the Registrable number of Securities in held by such Holder. The Company shall notify the Holders within one Business Day after each and every date on which a manner that does not unreasonably disrupt Registration Default occurs. All accrued and unpaid Liquidated Damages shall be paid immediately by the public trading market for Company on the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration expiration of each 90-day and 30-day period by delivering written notice (within five business days after the Corporation has received a request mailing certificates for such Demand Registration) securities to Holders of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds record of the sale of Securities at such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights address as are is set forth in Section 2.02 hereofon the stock record books of the Company. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not Each obligation to pay Liquidated Damages shall be deemed preempted if to accrue beginning on the Holders are permitted to sell all requested securities in connection with day of the ensuing primary offering by exercising their piggyback registration rights applicable Registration Default (other than as set forth in Section 2.02above). Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease until the next Registration Default, if any.

Demand Registration. (a) BuyerSubject to Section 10(d), on its own behalf at any time after 180 days from the effective date of an Initial Public Offering (or such lesser period of time as agreed between the managing Underwriter in such Initial Public Offering and on behalf the Company), any one or more of (i) the Odyssey Holders, (ii) the Koch Holders, (iii) PF Telecom or a group of other PF Telecom Holder▇ ▇▇ich certifies that it represents not less than 25% of the other Securities then held by the PF Telecom Holders, (iv) the Cisco Holders or (v) UBS Capital, may make up to two a written requests for request (any such requesting Person or a group of Persons, as the case may be, a "DEMAND SELLER") that the Company effect the registration under the Securities Act of all or any part of the such Demand Seller's Registrable Securities held by the Holders (eachSecurities, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold and will also specify specifying the intended method of disposition thereof. A The Company will promptly give written notice of such requested registration will not count as (a Demand Registration until it has become effective. Should a Demand Registration not become effective due "DEMAND REGISTRATION") at least 25 business days prior to the failure of a Holder to perform its obligations under this Exhibit B or the inability anticipated filing date of the requesting Holders registration statement relating to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to all other holders of Registrable Securities (whether or not pursuant to this Agreement) who have been effected incidental or piggy-back registration rights (provided that if each such holder having such rights is hereinafter referred to as a "HOLDER" and collectively as the "HOLDERS"), and thereupon will use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities then held by the Demand Registration does not become effective because of a material adverse change in Sellers that the condition Company has been so requested to register by the Demand Sellers; and (financial or otherwiseii) subject to Section 10(c), business, assets or results all other Registrable Securities that any other Holder has requested the Company register by written request received by the Company within 15 business days after the receipt by each such Holders of operations such written notice given by the Company; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Corporation and its subsidiaries taken as a whole that occurs subsequent Registrable Securities so to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected)registered. (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request The Company will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and pay all Registration Expenses incurred by the Corporation in connection with such request for a any Demand Registration; provided that . Each Holder shall be responsible for the right payment of any discounts and/or commissions of underwriters or placement agents in connection with resales of its shares of Common Stock subject to reacquire a any Demand Registration may be exercised a maximum of two timespursuant to this Section 10. (c) If a Demand Registration involves an underwritten Public Offering and the Selling Holders so electmanaging Underwriter shall advise the Company and the Demand Sellers that, in its view, the offering number of shares of Common Stock requested to be included in such registration, including shares of Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers requested to be used included by Holders in connection with such registration and Common Stock which the Company proposes to be included which are not Registrable Securities, exceeds the largest number of shares of Common Stock which can be sold without having a substantial adverse effect on such offering, subject including, without limitation, the price at which such shares of Common Stock can be sold (the "MAXIMUM OFFERING SIZE"), the Company will include in such registration, in the priorities listed below, up to the Corporation's approvalMaximum Offering Size: (i) first, which approval shall all Registrable Securities requested to be included in such registration by the Demand Sellers and all Registrable Securities, if any, to be included in such registration by the Holders (allocated if necessary for the Public Offering not to exceed the Maximum Offering Size, pro rata among the Demand Sellers and the Holders on the basis of the relative number of Registrable Securities requested to be unreasonably withheldincluded in such registration by the Demand Sellers and the Holders); and (ii) second, any Common Stock proposed to be registered by the Company. (d) The Selling Holders will inform Notwithstanding the Corporation of foregoing, the time and manner of Company shall not be obligated to take any disposition of Registrable Securities, and agree action to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt effect any Demand Registration with a primary registration by delivering written notice pursuant to this Section 10: (within five business days after i) if the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities Seller is any Odyssey Holder and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Company has previously effected two (2) Demand Registrations in which one or more Odyssey Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested were Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02Sellers;

Demand Registration. (a) BuyerSubject to the conditions set forth in this Agreement, on its own behalf and on behalf at any time after the expiration of the Lock-Up Period the Company shall, at the written request of a Holder, cause to be filed as soon as practicable after the date of such request by such Holder a Registration Statement relating to the sale by such Holder (and any other Holders, may make up Holder electing to two written requests for registration include Registrable Shares in such Registration Statement in accordance with the provisions set forth below) pursuant to Rule 415 promulgated under the Securities Act of all or any part integral multiple of 100,000 Registrable Shares held by such Holder in accordance with the terms hereof, and shall use reasonable efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable thereafter; provided, however, that the Company shall not be required to effect more than two demand registrations, in the aggregate for all Holders, pursuant to this Section 3(a). Upon receipt of any such request, the Company shall promptly give written notice of the proposed registration to all Holders, and each such Holder shall have the right, by giving written notice to the Company within fifteen (15) days after receipt of such notice from the Company, to elect to include in such Registration Statement all or a portion of such Holder's Registrable Securities held Shares. The Company may, in its sole discretion, elect to file a Registration Statement with respect to any or all of the Shares before receipt of notice from any Holder, including, without limitation, an Issuance Registration Statement (as hereinafter defined) relating to the original issuance by the Holders (each, a DEMAND REGISTRATIONCompany of Shares in connection with the redemption of Holders' Units pursuant to Section 3(c). Such request will specify The Company agrees to use reasonable efforts to keep each Registration Statement continuously effective until the aggregate number earlier of shares of Registrable Securities proposed to be sold and will also specify (i) twelve (12) months after such Registration Statement was declared effective by the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transactionSEC, or in (ii) the event date on which all Registrable Shares registered thereby are sold or otherwise disposed of by the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing casesHolders; provided, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B)however, then such Demand Registration shall be deemed to have been effected (provided that if the Demand Company elects to file a Registration does not become Statement with the SEC and such Registration Statement is declared effective because by the SEC prior to the expiration of a material adverse change in the condition Lock-Up Period, the Company shall use reasonable efforts to keep such Registration Statement continuously effective until the earlier of (financial x) twelve (12) months after the expiration of the Lock-Up Period or otherwise(ii) the date on which all Registrable Shares registered thereby are sold or otherwise disposed of by the Holders. Notwithstanding the foregoing provisions of this Section 3(a), business, assets or results during any period of operations time which the Company has a Registration Statement in effect under the provisions of the Corporation and its subsidiaries taken as a whole that occurs subsequent Securities Act relating to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effectedRegistrable Shares, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select request the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to registration under the Corporation's approval, which approval shall not be unreasonably withheld. (dprovisions of this Section 3(a) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation Shares included in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stocksuch effective Registration Statement. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (ai) Buyer, on its own behalf and on behalf of If the other Holders, may make up to two Company shall receive at any time a written requests for request from the Holder that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities, then the Company shall, subject to the limitations of Section 2.2, use its best efforts to file as soon as practicable, and in any event within ninety (90) days of the receipt of such request, a registration statement under the Securities Act covering all or any part Registrable Securities which the Holders request in writing to be registered within fifteen (15) days of the mailing of such notice by the Company (a “Demand Registration”). A demand for registration under this Section 2.1(b) will not count as such until it has become effective and unless the Holder is able to register and sell all of the Registrable Securities held included by the Holders (each, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A such Holder in such registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected)statement. (bii) In If the event that Holder intends to distribute the requesting Holders withdraw or do not pursue Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request for a Demand Registration and, made pursuant to this Section 2.01(a2.1(b) hereof, and the Company shall include such Demand Registration is deemed information in the written notice referred to have been effectedin Section 2.1(b)(i). The underwriter will be selected by the Holder and shall be reasonably acceptable to the Company. In such event, the Holders may reacquire right of any Holder to include such Demand Registration (Holder’s Registrable Securities in such that registration shall be conditioned upon such Holder’s participation in such underwriting and the withdrawal or failure inclusion of such Holder’s Registrable Securities in the underwriting to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; extent provided that the right to reacquire a Demand Registration may be exercised a maximum of two timesherein. (ciii) If Notwithstanding the Selling Holders so electforegoing, if the Company shall furnish to the Holder requesting a registration pursuant to this Section 2.1(b) a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders or members for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders Company shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with defer such offering, subject to the Corporation's approval, which approval shall filing for a period of not be unreasonably withheld. more than ninety (d90) The Selling Holders will inform the Corporation days after receipt of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition request of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating Initiating Holder; provided, however, that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth Company may not utilize this right more than once in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02any twelve (12) month period.

Demand Registration. (a) Buyer, on its own behalf and on behalf At any time (x) prior to the initial public offering of the other HoldersCompany’s Common Stock pursuant to an effective registration statement under the Securities Act, the Majority Interest may make up notify the Company that they intend to two offer or cause to be offered for public sale all or any portion of their Registrable Securities in the manner(s) specified in such request and (y) after the earlier of (i) 180 days after the initial public offering of the Company’s Common Stock pursuant to an effective registration statement under the Securities Act, and (ii) June 15, 2012, each of the TA Investors and the Rho Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities in the manner(s) specified in such request. Upon receipt of any such request, the Company shall promptly deliver notice of such request to all holders of Registrable Securities who shall then have twenty (20) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written requests for notice and in such event the right of any Person to participate in such registration shall be conditioned upon such Person’s participation in such underwritten public offering and the inclusion of such Person’s Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall cause such registration statement to be filed within thirty (30) days after the initial request and will use its best efforts to effect the registration of all Registrable Securities whose holders request participation in such registration under the Securities Act of all or any part within forty-five (45) days after the required filing date; provided, however, that the Company shall not be required to effect a registration pursuant to a request under Section 2(a)(x) more than three (3) times for the holders of the Registrable Securities held as a group and under this Section 2(a)(y) more than one (1) time for each of the TA Investors, as a single group, and the Rho Investors, as a single group. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement filed by the Holders (each, Company covering a DEMAND REGISTRATION). Such request will specify firm commitment underwritten public offering in which the aggregate number of shares holders of Registrable Securities proposed shall have been entitled to be sold join pursuant to Section 4 and will also specify the intended method of disposition thereofin which there has been effectively registered all Registrable Securities as to which registration was requested. A registration will not count as a Demand Registration until it requested registration under this Section 2(a) unless the registration statement relating to such registration has become effective. Should a Demand Registration not become been declared effective due to by the failure Commission at the request of the initiating holders of Registrable Securities; provided, however, that the holders of a Holder to perform its obligations majority of the participating Registrable Securities may request, in writing, that the Company withdraw a registration statement that has been filed under this Exhibit B or Section 2(a) but has not yet been declared effective, and the inability holders of a majority of the requesting Holders participating Registrable Securities may thereafter request the Company to reach agreement reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the Underwriters for the proposed sale on price or other customary terms for such transaction, or procedures set forth herein and without reduction in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each number of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations demand registrations permitted under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effectedSection 2(a). (b) In If a requested registration involves an underwritten public offering and the event managing underwriter of such offering determines in good faith that the requesting Holders withdraw registration of all or do part of the securities requested to be included in such offering would have a material adverse effect on the success of such offering, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed necessary by such managing underwriter; provided, however, that the shares to be excluded shall be determined in the following order of priority: (i) persons not pursue having any contractual or other right to include such securities in the registration statement, (ii) securities held by any other Persons (other than the holders of Registrable Securities) having a request contractual, incidental “piggy back” right to include such securities in the registration statement, (iii) securities to be registered by the Company for a Demand Registration its own account pursuant to such registration statement, (iv) Registrable Securities held by Principal Shareholders and, if necessary, (v) Registrable Securities held by Investors. If there is a reduction of the number of Registrable Securities pursuant to Section 2.01(aclause (iv) hereofor (v), such Demand Registration is deemed to have been effected, reduction shall be made pro rata among the Holders may reacquire such Demand Registration Investors (such that in the withdrawal or failure to pursue case of a request will not count as reduction under clause (v)) and the Principal Shareholders (in the case of a Demand Registration hereunderreduction under clause (iv)) if based upon the Holders reimburse the Corporation for any and all Registration Expenses incurred aggregate number of Registrable Securities held by the Corporation in connection with such request for a Demand Registration; provided that Investors and the right to reacquire a Demand Registration may be exercised a maximum of two timesPrincipal Shareholders, as applicable. (c) If the Selling Holders so electWith respect to a request for registration pursuant to Section 2(a) that is for an underwritten public offering, the offering of such Registrable Securities pursuant to such Demand Registration managing underwriter shall be chosen by the Majority Interest (if the Investors are participating in such offering), or if no Investors are participating in such offering, the form holders of an underwritten offering. A a majority in interest of the Selling Holders shall have Registrable Securities who initiate the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offeringregistration under Section 2(a), subject in each case to the Corporation's approval, approval of the Company (which approval shall not be unreasonably withheld. withheld or delayed). The Company may not cause any other registration of securities for sale for its own account (d) The Selling Holders will inform the Corporation other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the time and manner of any disposition of Registrable SecuritiesSecurities Act is applicable, and agree to reasonably cooperate with the Corporation in effecting the disposition of or a registration statement on Form ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention sale to the Selling Holders indicating that public) to become effective within one hundred eighty (180) days following the Corporation has identified a specific business need and use for the proceeds effective date of the sale of such securities and the Corporation shall use commercially reasonable efforts any registration required pursuant to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in this Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.022.

Demand Registration. (ai) BuyerCommencing on or after the date which shall be twelve (12) months after the date on which the Commission declares the Company's registration statement covering the shares offered in the eXodus IPO to be effective (the "DEMAND REGISTRATION RIGHTS COMMENCEMENT DATE"), on its own behalf and on behalf a majority in interest of the other Holders, as determined by reference to their respective proportions of the aggregate number of Registrable Securities issued to such Holders pursuant to the terms and conditions of the Subscription Agreements and still held of record by such Holders at the time of any such determination (hereinafter, a "MAJORITY IN INTEREST"), may make up to two written requests for request on one and ONLY one occasion (except as hereinafter set forth) that the Company file a registration statement under the Securities Act Act, on a registration statement form then available to the Company and the Holders for such purpose, for the sale by the Holders of all or any part not less than $500,000 in value (based upon the closing price (or, if the closing price is so reported on the principal market for such securities, the closing bid price) of a share of the eXodus Common Stock as reported on the principal market for such securities on the date on which such demand is received by the Company) of the Registrable Securities issued to such Holders pursuant to such Subscription Agreements and still held of record by the such Holders as of such date. Each request for such a registration (each, hereinafter referred to as a "DEMAND REGISTRATION). Such request will ") shall specify the aggregate approximate number of shares of Registrable Securities proposed requested to be sold registered and the anticipated per share price range for such offering. Within ten (10) days after receipt of any such request, the Company will also give written notice of such requested registration to all other Holders, and the other Holders may request in writing received by the Company within five (5) days thereafter that Registrable Securities issued to such other Holders pursuant to the Subscription Agreements and still held of record by such other Holders be included in the Demand Registration, such request to specify the intended method approximate number of disposition thereofshares of Registrable Securities requested to be so registered. A registration will Subject to the approval of the holders of a Majority in Interest of the Holders, which consent shall not count as be unreasonably withheld, the Company may select the investment banker(s) and manager(s) to administer the offering. In the event that the Company attempts to cause a Demand Registration until it has to become effective. Should effective after a demand is made pursuant to this SECTION 2(B), but such Demand Registration is not become declared effective pursuant to the rules and regulations of the Commission within six (6) months after the demand therefor is received by the Company (other than due to the failure of a any Holder seeking to have such Holder's shares included in such registration to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit BHolder's obligations), then such unless and until said Demand Registration so becomes effective, the Holders shall still be deemed to have been effected the right hereunder to request one (provided that if the 1) Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwisepursuant to this SECTION 2(B), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent . Notwithstanding anything to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effectedcontrary in this Agreement, the Holders may reacquire such not require any Demand Registration within six (6) months of any opportunity to participate in any Incidental Registration to the extent of Registrable Securities having a value of at least $250,000 (PROVIDED that Registrable Securities not included in any Incidental Registration due to an underwriter determination in accordance with SECTION 2(A)(II) of this Agreement shall not be counted as part of the total of $250,000 in Registrable Securities), measured (in the same fashion as above in this SECTION 2(B)(I)) as of the date of request by any Holder for inclusion in such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Incidental Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (cii) If the Selling Holders so elect, the offering The Company may include shares of such Registrable Securities its securities for its own account in any Registration Statement pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheldthis SECTION 2(B). (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (a) BuyerThe Investors shall have the right, on its own behalf subject to compliance with the other terms of this Agreement (including, without limitation, Article IV hereof), by written notice (the "Demand Notice") given to the Company, to request the Company to qualify and on behalf register under and in accordance with the provisions of the other Holders, may make up to two written requests for registration under the Securities Act of Laws all or any part portion of the Registrable Securities held Shares designated by the Holders (eachInvestors; provided, a DEMAND REGISTRATION). Such request will specify however, that the bona fide estimated aggregate market value of Registrable Shares, requested to be registered or qualified pursuant to any Demand Notice shall be at least Canadian $50,000,000 or if less, the aggregate number market value of shares the remaining Registrable Shares and the Investors shall, in the form of Registrable Securities proposed to be sold and will also written notice, specify the intended method or methods of disposition thereofdisposition. A Upon receipt of any such Demand Notice, the Company shall promptly notify all other Investors of the receipt of such Demand Notice and allow them the opportunity to include Registrable Shares held by them in the proposed registration will not count as a or qualification by submitting their own Demand Notice. Unless the Investors otherwise agree, in connection with any Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transactionin which more than one Investor participates, or in the event the requesting Holders withdraw or do not pursue the request for the that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Investors holding Registrable Shares to be included in such offering that the total number of Registrable Shares to be included in such offering exceeds the amount that can be sold in (in each or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit BRegistrable Shares to be sold), then the amount of Registrable Shares to be offered for the account of such Investors shall be reduced pro rata on the basis of the number of Registrable Shares to be registered by each such Investor. The Investors as a group shall be entitled to a total of five Demand Registrations (provided that no more than one Demand Registration shall be deemed made during each consecutive 12-month period following the Effective Time) pursuant to have been effected (provided that if the this Article VI unless any Demand Registration does not become effective because or is not maintained for a continuous period of a material adverse change in at least 30 days (or such shorter period as shall terminate when all the condition (financial or otherwiseRegistrable Shares covered by such Demand Registration have been sold pursuant thereto), business, assets or results of operations of in which case the Corporation Investors will be entitled to an additional Demand Registration pursuant hereto during such 12-month period and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the such Demand Registration shall not be deemed to have been effected)counted as one of the five Demand Registrations. (b) In As promptly as practicable, but in any event within 30 days of the event that date on which the requesting Holders withdraw or do not pursue a request for Company receives a Demand Registration and, pursuant to Notice given by Investors in accordance with Section 2.01(a6.01(a) hereof, the Company shall file with the SEC, and the Company shall thereafter use its best efforts to effect the qualification and registration under the Securities Laws of the Registrable Securities the Company has been requested to so qualify and register for disposition, in accordance with the intended method or methods of distribution (which may include a shelf registration), of the total number of Registrable Shares specified by the Investors in such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration Notice (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a "Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times"). (c) If The Company shall use commercially reasonable efforts to keep any Registration Statement filed pursuant to this Section 6.01 continuously effective and usable for the Selling Holders so electresale of the Registrable Shares covered thereby until the later of (i) 30 days from the later of the date on which the SEC declares such Registration Statement effective and the date the OSC issues a receipt for the Prospectus (such 30-day period, the offering of "Exclusivity Period") and (ii) the date on which all the Registrable Shares covered by such Registrable Securities Registration Statement have been sold pursuant to such Demand Registration Statement (such period, the "Effectiveness Period"). The Company shall be in not make a primary issuance of, or effect, or announce an intention to effect, any public sale or distribution of any Common Shares or similar securities or securities convertible into, or exchangeable or exercisable for, such securities during the form 10 days prior to the effective date of an underwritten offering. A majority in interest such Registration Statement and until the earlier of (a) the abandonment of such offering and (b) 90 days from the commencement of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheldExclusivity Period. (d) The Selling Holders will inform Company shall be entitled to postpone the Corporation filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 6.01, or, after the Exclusivity Period, suspend the use of any effective Registration Statement (other than in respect of previously issued Linked Shares) under this Section 6.01, for a reasonable period of time, but not in excess of 90 days after the date of any Demand Notice (a "Delay Period"), if the Board of Directors of the time Company determines that in its reasonable judgment and manner of any disposition of Registrable Securities, good faith the registration and agree to reasonably cooperate with the Corporation in effecting the disposition distribution of the Registrable Securities Shares covered or to be covered by such Registration Statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof which would jeopardize such transaction (it being agreed that the Company shall not effect a Delay Period hereunder in order to proceed with a manner primary issuance or effect, or announce an intention to effect any public sale or distribution of any Common Shares or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, unless the Company shall have previously given the Investors the notice and opportunity required by Section 6.02 hereof and is currently pursuing such issuance, sale or distribution) and promptly gives the Investors written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the period of the anticipated delay; provided, however, that does (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not unreasonably disrupt exceed the public trading aggregate of (x) 120 days minus (y) the number of days occurring during all Hold Back Periods and Interruption Periods during such consecutive 12 months and (ii) a period of at least 90 days shall elapse between the termination of any Delay Period and the commencement of the immediately succeeding Delay Period. If the Company shall so postpone the filing of a Registration Statement, the Investors holding Registrable Shares to be registered shall have the right to withdraw the request for registration by giving written notice from the Investors within 45 days after receipt of the notice of postponement or, if earlier, the termination of such Delay Period (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number or timing of requests for registration to which the Investors are entitled pursuant to this Section 6.01). The Company shall not be entitled to initiate a Delay Period unless it shall (A) concurrently prohibit sales by such other security holders under registration statements or prospectus covering securities held by such other security holders and (B) in accordance with the Company's policies from time to time in effect, forbid purchases and sales in the open market for by senior executives of the Common StockCompany. (e) The Corporation will have Company shall not qualify or register any securities that are not Registrable Shares held by an Investor pursuant to this Section 6.01 without the right prior written consent of the Investors. (f) The Investors may, at any time prior to preempt the effective date of any Registration Statement or the filing of a final prospectus relating to such Registration, revoke such request by providing a written notice to the Company revoking such request and, if the Investors comply with the next succeeding sentence of this Section 6.01(e), such request shall not be deemed a Demand Registration with a primary registration by delivering written notice (within five business days after or to prevent the Corporation has received a request Investors from making requests under Section 6.01(g). The Investors shall reimburse the Company for such Demand Registration) of such intention to all its out-of-pocket expenses incurred in the Selling Holders indicating that the Corporation has identified a specific business need preparation, filing and use for the proceeds processing of the sale of Registration Statement and any preliminary and final prospectus; provided, however, that, if such securities and revocation was based on the Corporation shall use commercially reasonable efforts Company's failure to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth comply in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registrationany material respect with its obligations hereunder, such requested registration will reimbursement shall not count be required. (g) The Investors shall also be entitled to request one additional Registration in each twelve-month period following the Effective Time at the Investors' expense, which shall not be counted as a Demand Registration; provided that a Demand Registration will . If so requested, the Company shall not be deemed preempted if the Holders are permitted required to sell all requested securities so comply but shall cooperate in connection good faith with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02Investors to effect at the time of such request or upon subsequent request such additional Registration on mutually acceptable terms.

Demand Registration. (a) Buyer, Commencing on its own behalf and on behalf the second anniversary of the Issue Date, in addition to any other rights of the Holders, may make up upon written request by the Holders of at least 50% of the Registrable Securities then outstanding (the "Demanding Holders") to the Company that the Company effect a registration of any or all of the Registrable Securities and specifying the intended method of disposition thereof, the amount of the Registrable Securities proposed to be sold and the jurisdiction (if known) in which registration is desired (a "Demand Registration"), such demands to be given on not more than two written requests for (2) separate occasions (but in no event shall the Company be required to effect more than one Demand Registration in any nine-month period), then the Company will (i) promptly notify all other Holders of Registrable Securities and (ii) use its reasonable best efforts to effect the registration under the Securities Act of all or any part of the Registrable Securities which the Company has been so requested to register by such Holders for disposition, in accordance with the intended method of disposition stated in such request, within ninety (90) days of the request therefor. All Holders who are not Demanding Holders shall be entitled to participate in such offering in accordance with the terms hereof if they so notify the Company of their desire to do so, specifying the amount of Registrable Securities they wish to include, within 15 days of receipt of notice from the Company. If any registration statement relating to any such registration is not declared effective, such registration shall not count towards the limit set forth in this paragraph. The Demanding Holders shall have the right to designate the managing underwriters for any underwritten offering pursuant to a Demand Registration, which underwriters shall be reasonably acceptable to the Company. The Company shall be entitled to include in any Demand Registration authorized but unissued shares of Common Stock, shares of Common Stock held by the Holders (eachCompany as treasury stock and shares of Common Stock held by other shareholders. Notwithstanding the foregoing, a DEMAND REGISTRATION). Such request will specify if the aggregate managing underwriter or underwriters of such offering determine in good faith that the total amount of Registrable Securities and shares of Common Stock requested to be included in such offering would adversely affect the success of such offering, then the number of shares of Common Stock to be offered for the account of the Demanding Holders and any other selling shareholder and the number of shares of Common Stock to be offered by the Company to the public shall each be reduced, to the extent necessary to reduce the total amount of shares to be included in such offering to the amount recommended by such managing underwriter or underwriters, in the following order of priority: first, the shares of Common Stock proposed to be registered by any other selling shareholders or Holders; second, the shares of Common Stock proposed to be registered by the Company; and third, the shares of Registrable Securities proposed to be sold registered by the Demanding Holders. If any of such categories is to be reduced and will also specify consists of more than one shareholder, the intended method part of disposition thereofthe total reduction to that category of shares imposed on each shareholder in that category shall be in the same proportion that the total number of shares of Common Stock held (including shares issuable upon conversion of convertible debentures) by such shareholder bears to the total number of shares of Common Stock held (including shares issuable upon conversion of convertible debentures) by all shareholders in that category who sought to have shares registered. A registration will If more than 50% of the shares requested to be registered by Demanding Holders in such Demand Registration are not count included in such Demand Registration as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure result of a Holder to perform its obligations under any reduction set forth in this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transactionparagraph, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if not count towards the Demand Registration does not become effective because of a material adverse change limit set forth in the condition (financial or otherwise), business, assets or results of operations of preceding paragraph. Notwithstanding the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effectedforegoing, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders Company shall have the right to select delay any registration of Registrable Securities requested pursuant to this Section 2 for up to one hundred twenty (120) days if such registration would, in the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation reasonable good faith judgment of the Company's Board of Directors, substantially interfere with any material transaction being considered at the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition receipt of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stockrequest. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (a) BuyerThe Holders shall have the right, during the period (the "Registration Period") commencing on its own behalf the date of this Agreement and ending on behalf the third anniversary of the other Holdersdate of this Agreement, may make up by written notice (the "Demand Notice") given to two written requests for registration the Company, to request the Company to register under and in accordance with the provisions of the Securities Act of all or any part portion of the Registrable Securities held Shares designated by the Holders (eachsuch Holders; provided, a DEMAND REGISTRATION). Such request will specify however, that the aggregate number of shares of Registrable Securities proposed Shares requested to be sold registered pursuant to any Demand Notice and will also specify pursuant to any related Demand Notices received pursuant to the intended method following sentence shall be at least 5,000,000. Upon receipt of disposition thereofany such Demand Notice, the Company shall promptly notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Shares held by them in the proposed registration by submitting their own Demand Notice. A registration will not count as a In connection with any Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a in which more than one Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transactionparticipates, or in the event the requesting Holders withdraw or do not pursue the request for the that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total number of Registrable Shares to be included in such offering exceeds the amount that can be sold in (in each or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit BRegistrable Shares to be sold), then the amount of Registrable Shares to be offered for the account of such Demand Registration Holders shall be deemed reduced pro rata on the basis of the number of Registrable Shares to have been effected (provided that if the be registered by each such Holder. The Holders as a group shall be entitled to three Demand Registrations pursuant to this Section 2 unless any Demand Registration does not become effective because or is not maintained for a period (whether or not continuous) of a material adverse change in at least 120 days (or such shorter period as shall terminate when all the condition (financial or otherwiseRegistrable Shares covered by such Demand Registration have been sold pursuant thereto), business, assets or results of operations of in which case the Corporation and its subsidiaries taken as a whole that occurs subsequent Holders will be entitled to the date of the written request made by the requesting Holders, then the an additional Demand Registration shall not be deemed to have been effected)pursuant hereto. (b) In The Company, within 45 days of the event that date on which the requesting Holders withdraw or do not pursue a request for Company receives a Demand Registration and, pursuant to Notice given by Holders in accordance with Section 2.01(a2(a) hereof, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective, a Registration Statement on the appropriate form for the registration and sale, in accordance with the intended method or methods of distribution, of the total number of Registrable Shares specified by the Holders in such Demand Registration is deemed Notice, which may include a "shelf" registration (a "Shelf Registration") pursuant to have been effected, Rule 415 under the Holders may reacquire such Demand Registration Securities Act (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a "Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times"). (c) If The Company shall use commercially reasonable efforts to keep each Registration Statement filed pursuant to this Section 2 continuously effective and usable for the Selling Holders so electresale of the Registrable Shares covered thereby (i) in the case of a Registration that is not a Shelf Registration, for a period of 120 days from the offering date on which the SEC declares such Registration Statement effective and (ii) in the case of a Shelf Registration, for a period of 180 days from the date on which the SEC declares such Registration Statement effective, in either case (x) until all the Registrable Securities Shares covered by such Registration Statement have been sold pursuant to such Demand Registration shall Statement), and (y) as such period may be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right extended pursuant to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheldthis Section 2. (d) The Selling Holders will inform Company shall be entitled to postpone the Corporation filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 2, or suspend the use of any effective Registration Statement under this Section 2, for a reasonable period of time, but not in excess of 90 days (a "Delay Period"), if any executive officer of the time Company determines that in such executive officer's reasonable judgment and manner of any disposition of Registrable Securities, good faith the registration and agree to reasonably cooperate with the Corporation in effecting the disposition distribution of the Registrable Securities Shares covered or to be covered by such Registration Statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof and promptly gives the Holders written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the period of the anticipated delay; provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of (x) 180 days minus (y) the number of days occurring during all Hold Back Periods and Interruption Periods during such consecutive 12 months and (ii) a manner period of at least 60 days shall elapse between the termination of any Delay Period, Hold Back Period or Interruption Period and the commencement of the immediately succeeding Delay Period. If the Company shall so postpone the filing of a Registration Statement, the Holders of Registrable Shares to be registered shall have the right to withdraw the request for registration by giving written notice from the Holders of a majority of the Registrable Shares that does were to be registered to the Company within 45 days after receipt of the notice of postponement or, if earlier, the termination of such Delay Period (and, in the event of such withdrawal, 100 such request shall not unreasonably disrupt be counted for purposes of determining the public trading number of requests for registration to which the Holders of Registrable Shares are entitled pursuant to this Section 2). The time period for which the Company is required to maintain the effectiveness of any Registration Statement shall be extended by the aggregate number of days of all Delay Periods, all Hold Back Periods and all Interruption Periods occurring during such Registration and such period and any extension thereof is hereinafter referred to as the "Effectiveness Period". The Company shall not be entitled to initiate a Delay Period unless it shall (A) to the extent permitted by agreements with other security holders of the Company, concurrently prohibit sales by such other security holders under registration statements covering securities held by such other security holders and (B) in accordance with the Company's policies from time to time in effect, forbid purchases and sales in the open market for by senior executives of the Common StockCompany. (e) The Corporation will have Except to the right extent required by agreements with other security holders of the Company or Parent entered into prior to preempt September 22, 1995, the Company shall not include any Demand securities that are not Registrable Shares in any Registration with Statement filed pursuant to this Section 2 without the prior written consent of the Holders of a primary registration majority in number of the Registrable Shares covered by delivering such Registration Statement. (f) Holders of a majority in number of the Registrable Shares to be included in a Registration Statement pursuant to this Section 2 may, at any time prior to the effective date of the Registration Statement relating to such Registration, revoke such request by providing a written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Company revoking such request. The Holders indicating that of Registrable Shares who revoke such request shall reimburse the Corporation has identified a specific business need Company for all its out-of-pocket expenses incurred in the preparation, filing and use for the proceeds processing of the sale of Registration Statement; provided, however, that, if such securities and revocation was based on the Corporation shall use commercially reasonable efforts Company's failure to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth comply in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registrationany material respect with its obligations hereunder, such requested registration will not count as a Demand Registration; provided that a Demand Registration will reimbursement shall not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02required.

Demand Registration. (a) BuyerAt any time and from time to time, on its own behalf and on behalf a Majority-in-Interest of the other Holders shall have the right, by written notice (the "Demand Notice") given to the Company, to request the Company to file with the SEC a Registration Statement with respect to all or any portion of the Registrable Shares held by such Holders and/or the Registrable Shares issuable upon conversion of Shares held by such Holders, may make up as designated by such Holders. Upon receipt of any such Demand Notice, the Company shall promptly, but in no event more than five days after receipt thereof, notify all other Holders of the receipt of such Demand Notice and, subject to two the limitations set forth below, shall include in the proposed registration all Registrable Shares with respect to which the Company has received written requests for registration under inclusion therein within 20 days after delivery of the Securities Act Company's notice. In connection with any Demand Registration in which more than one holder of all securities participates, in the event that such Demand Registration involves an underwritten offering and the managing underwriter or any part underwriters participating in such offering advise in writing the Holders of Registrable Shares and the holders of other securities to be included in such offering that the total number of Registrable Shares and other securities to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Securities held Shares and other securities to be sold), then the amount of Registrable Shares and other securities to be offered for the account of such Holders shall be reduced as follows: first, pro rata on the basis of the number of securities other than (i) Registrable Shares and (ii) shares of stock being registered at the request of holders of the Company's Senior Convertible Preferred Stock, requested to be registered by the holders of such securities; and second, pro rata on the basis of the number of Registrable Shares and shares of Senior Convertible Preferred Stock requested to be registered by the holders of such securities. The Holders as a group shall be entitled to two Demand Registrations pursuant to this Section 1; provided, that any Demand Registration that does not become effective or is not maintained for the time period required in accordance with Section 1(c) shall not count as one of such Demand Registrations, except as set forth in Section 1(f); provided, further, that if the Demanding Holders have requested inclusion in such Demand Registration and 75% or less of the securities so requested to be included have been included, the Holders as a group shall be entitled to an additional Demand Registration hereunder on the same terms and conditions as would have applied to the Holders had such earlier Demand Registration not been made. Anything herein to the contrary notwithstanding, the Company shall not be required to effect a Demand Registration pursuant to this Section 1 within a period of six (6) months after the effective date of any other Demand Registration. (b) The Company, within 45 days of the date on which the Company receives a Demand Notice given by Holders in accordance with Section 1(a) hereof, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective within 90 days following the date the Company receives such Demand Notice, a Registration Statement on the appropriate form for the registration and sale, in accordance with the intended method or methods of distribution requested by the Holders, of the total number of Registrable Shares specified by the Holders in such Demand Notice (eacha "Demand Registration"). (c) The Company shall use commercially reasonable efforts to keep each Registration Statement filed pursuant to this Section 1 continuously effective and usable for the resale of the Registrable Shares covered thereby for a period of 270 days from the date on which the SEC declares such Registration Statement effective, as such period may be extended pursuant to this Section 1, or in the case of a DEMAND REGISTRATIONShelf Registration, for a period of two years from the date that the SEC declares such "shelf" Registration Statement effective, or if shorter, until all the Registrable Shares covered by such Registration Statement have been sold pursuant to such Registration Statement. (d) The Company shall be entitled to postpone the filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 1, or suspend the use of any effective Registration Statement under this Section 1, for a reasonable period of time which shall be as short as practicable, but in any event not in excess of 60 days (a "Delay Period"). Such request will specify , if the Company determines in good faith that the registration and distribution of the Registrable Shares covered or to be covered by such Registration Statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its Subsidiaries or would require premature disclosure thereof and promptly gives the Holders written notice of such determination, containing a statement of the reasons for such postponement and an approximation of the period of the anticipated delay; provided, however, that (i) the aggregate number of shares days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of (x) 180 days minus (y) the number of days occurring during all Interruption Periods during such consecutive 12 months and (ii) a period of at least 60 days shall elapse between the termination of any Delay Period or Interruption Period and the commencement of the immediately succeeding Delay Period. If the Company shall so postpone the filing of a Registration Statement, the Holders of Registrable Securities proposed Shares to be sold and will also specify registered shall have the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due right to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for registration by giving written notice to the Demand Registration (in each Company from the Holders of a majority of the foregoing casesRegistrable Shares that were to be registered within 45 days after receipt of the notice of postponement or, provided that at if earlier, the termination of such Delay Period. The time period for which the Corporation Company is in compliance in all material respects with its obligations under this Exhibit B), then such Demand required to maintain the effectiveness of any Registration Statement shall be deemed extended by the aggregate number of days of all Delay Periods and all Interruption Periods occurring during such Registration and any extension thereof is hereinafter referred to have as the "Effectiveness Period". The Company shall not be entitled to initiate a Delay Period unless it shall (A) to the extent permitted by agreements with other security holders of the Company, concurrently prohibit sales by such other security holders under registration statements covering securities held by such other security holders and (B) in accordance with the Company's policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the Company. (e) The Demanding Holders may, at any time prior to the effective date of the Registration Statement relating to a Demand Registration, revoke such request by providing a written notice to the Company revoking such request. In the event of such revocation, the Demanding Holders shall reimburse the Company for all of its out-of-pocket expenses incurred in connection with the preparation, filing and processing of the Registration Statement, unless (i) there has been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the business, assets, properties, condition (financial or otherwiseother), business, assets or results of operations or prospects of the Corporation Company and its subsidiaries taken as a whole that occurs subsequent to Subsidiaries, since the date time of the written request made by Demand Notice, (ii) such revocation was based on the requesting Holders, then Company's failure to comply in any material respect with its obligations hereunder or (iii) the Demanding Holders choose to count the Demand Registration shall not be deemed as one of the Demand Registrations to have been effectedwhich the Demanding Holders are entitled pursuant to the penultimate sentence of Section 1(a). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (ai) BuyerAt any time after the Closing, any Holder shall have the option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on its own behalf the terms and conditions specified in the Demand Notice, which may include sales on behalf a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”). Prior to delivering a Demand Notice to the Company, a Holder shall provide notice to each of the other HoldersHolders of its intention to deliver a Demand Notice and offer such other Holders the opportunity to participate in delivering a joint Demand Notice. If any other Holders elect to participate in such joint Demand Notice within 2 days following receipt of notice, may make up then such Holders shall be required to deliver a joint Demand Notice with respect to the Registrable Securities of all Holders participating in such joint Demand Notice. Each Holder that participates in the delivery of a joint Demand Notice shall be an Initiating Holder with respect to that Demand Notice. The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder(s) intend to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Registrable Securities of the Holders to be included therein after compliance with Section 2(b)(ii) have an aggregate value of at least $50 million based on the VWAP (the “Minimum Amount”) as of the date of the Demand Notice. (ii) Within five Business Days (or if the Registration Statement will be a Shelf Registration Statement, within two Business Days) after the receipt of the Demand Notice, the Company shall give written requests notice of such Demand Notice to all Holders and, within 30 days after receipt of the Demand Notice (except if the Company is not then eligible to register for registration resale the Registrable Securities on Form S-3, in which case, within 90 days thereof), shall, subject to the limitations of this Section 2(b), file a Registration Statement in accordance with the terms and conditions of the Demand Notice, which Registration Statement shall cover all of the Registrable Securities that the Holders shall in writing request to be included in the Demand Registration (such request to be given to the Company within three Business Days (or if the Registration Statement will be a Shelf Registration Statement, within one Business Day) after receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(b)(ii)). The Company shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective under the Securities Act until the earlier of (A) 180 days (or two years if a Shelf Registration Statement is requested) after the Effective Date or (B) the date on which all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the Holders refrain from selling any securities included in such Registration Statement at the request of an underwriter of the Company or the Company pursuant to this Agreement. (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration within 90 days after the closing of any Underwritten Offering, (B) more than a total of four Demand Registrations for which Kimmeridge (or any part transferee thereof in accordance with Section 9(e)) is the Initiating Holder, (C) more than a total of four Demand Registrations for which any of the Blackstone Holders (or any transferee thereof in accordance with Section 9(e)) is the Initiating Holder, (D) more than a total of four Demand Registrations for which Source (or any transferee thereof in accordance with Section 9(e)) is the Initiating Holder, and (E) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities held by the Holders (each, a DEMAND REGISTRATION). Such request will specify Initiating Holder shall have become and remains effective under the aggregate Securities Act and is sufficient to permit offers and sales of the number of shares and type of Registrable Securities proposed to be sold on the terms and will also specify conditions specified in the Demand Notice in accordance with the intended timing and method or methods of disposition thereof. A registration will distribution thereof specified in the Demand Notice; provided, that a demand for a Shelf Registration Statement shall not count as a against the number of allowable Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure Registrations for (B), (C) and (D) of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for paragraph; provided further that if the Demand Registration is the result of a joint Demand Notice, it shall only count against the number of allowable Demand Registrations for (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such (C) and (D) of this paragraph for the Initiating Holder that first delivered notice to the other Holders of its intention to deliver a Demand Notice with respect to that Demand Registration. No Demand Registration shall be deemed to have been effected (provided that occurred for purposes of this Section 2(b)(iii) if the Demand Registration Statement relating thereto does not become effective because of or is not maintained effective for its entire Effectiveness Period, in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. Further, a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not constitute a Demand Registration of the Initiating Holder for purposes of this Section 2(b)(iii) if, as a result of Section 2(b)(vi), there is included in the Demand Registration less than the lesser of (x) Registrable Securities of such Initiating Holder having a VWAP measured on the effective date of the related Registration Statement of $50 million and (y) two-thirds of the number of Registrable Securities such Initiating Holder set forth in the applicable Demand Notice. (iv) A Holder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of a notice from the Initiating Holder(s) that the Initiating Holder(s) are withdrawing all of their Registrable Securities from the Demand Registration or a notice from a Holder to the effect that the Holder is withdrawing an amount of its Registrable Securities such that the remaining amount of Registrable Securities to be included in the Demand Registration is below the Minimum Amount, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration nonetheless shall be deemed a Demand Registration with respect to the applicable Initiating Holder for purposes of Section 2(b)(iii) unless (A) such Initiating Holder shall have been effectedpaid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities such Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (B) the withdrawal is made following the occurrence of a Material Adverse Change or pursuant to the Company’s request for suspension pursuant to Section 3(o). (bv) The Company may include in any such Demand Registration other Company Securities for sale for its own account or for the account of any other Person, subject to Section 2(b)(vi) and Section 2(e)(iii). (vi) In the event that the requesting Holders withdraw or do not pursue a request for case of a Demand Registration andnot being underwritten, pursuant if the Initiating Holder(s) advise the Company that in their reasonable opinion the aggregate number of securities requested to Section 2.01(a) hereofbe included exceeds the number that can be included without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the Company shall include in such Demand Registration is deemed only that number of securities that in the reasonable opinion of the Initiating Holder(s) will not have such adverse effect, with such number to be allocated as follows: (A) first, pro-rata among all Holders (including the Initiating Holder(s)) that have been effected, the Holders may reacquire requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder, (B) second, if there remains availability for additional securities to be included in such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that , to the right Company, and (C) third, if there remains availability for additional securities to reacquire a be included in such Demand Registration may be exercised a maximum Registration, to any other holders entitled to participate in such Demand Registration, if applicable, based on the relative number of two timessecurities such holder is entitled to include in such Demand Registration. (cvii) If Subject to the Selling Holders so electlimitations contained in this Agreement, the offering of such Registrable Securities pursuant to such Company shall effect any Demand Registration on such appropriate registration form of the Commission (A) as shall be in selected by the form of an underwritten offering. A majority in interest of the Selling Holders Company and (B) as shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the Demand Notice; provided, that if the Company becomes, and is at the time of its receipt of a manner Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that does not unreasonably disrupt it intends to effect an offering of all or part of the public trading market for Registrable Securities included on such Registration Statement, the Common StockCompany will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (eviii) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registrationWithout limiting Section 3, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering Initial Registration Statement pursuant to Section 2(a) and any Demand Registration pursuant to and in accordance with this Section 2(b), the Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by exercising their piggyback registration rights the Holders to enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (ix) In the event a Holder transfers Registrable Securities included on a Registration Statement filed pursuant to Section 2(a) or 2(b) of this Agreement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Company shall amend or supplement such Registration Statement as set forth may be necessary in Section 2.02order to enable such transferee to offer and sell such Registrable Securities pursuant to such Registration Statement; provided, that in no event shall the Company be required to file a post-effective amendment to the Registration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, Affiliates of the Holder or transferees of the Holder or (B) the Company has received written consent therefor from a Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder.

Demand Registration. At any time after the Closing Date (aas defined in the Purchase Agreement), upon the written request of Investors (as defined below) Buyer, on its own behalf and on behalf holding at least an aggregate of twenty-five percent (25%) of the other Registrable Securities (as defined below) then outstanding (the “Requesting Holders”), may make up the Company shall use its reasonable best efforts to two written requests for registration register under the Securities Act of 1933, as amended (the “Securities Act”) all or any part portion (as required by the Requesting Holders) of the Registrable Securities held by the Requesting Holders having an aggregate offering or sale price of at least $5,000,000, for sale in the manner specified in such notice (each, a DEMAND REGISTRATION“Demand Registration”). Such request will specify The Company shall not be required to effect more than three Demand Registrations or Qualifications (as defined in the aggregate number of shares of Registrable Securities proposed to be sold and will also specify Canadian qualification agreement entered into at Closing), in the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transactionaggregate; provided, or however, that in the event the requesting Holders withdraw or do not pursue Purchaser acquires Warrant Shares upon the request for the Demand Registration exercise of Warrants (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change as defined in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as Purchase Agreement) within 30 days following a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event Company that the requesting Holders withdraw or do not pursue Purchaser exercise Warrants, the Purchaser may make a request for a Demand Registration andof the Warrant Shares so acquired, pursuant to Section 2.01(a) hereof, and such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a one of the three Demand Registration hereunderRegistrations otherwise allowed by this Agreement. a. For the purposes of this Agreement, “Registrable Securities” shall mean (i) if common shares in the Holders reimburse capital of the Corporation for any and all Registration Expenses incurred Company purchased by the Corporation Purchaser pursuant to the Purchase Agreement (“Common Shares”) and (ii) common shares issuable upon exercise of Warrants (as defined in connection the Purchase Agreement) (“Warrant Shares” and together with such request for a Demand Registrationthe Common Shares, the “Shares”); provided that the right such securities shall cease to reacquire be Registrable Securities when (i) a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of registration statement registering all such Registrable Securities under the Securities Act has been declared or becomes effective and such Registrable Securities have been sold or otherwise transferred by the holder thereof pursuant to such Demand Registration shall effective registration statement; (ii) such Registrable Securities are sold pursuant to Rule 144 under circumstances in which any legend borne by such Registrable Securities relating to restrictions on the transferability thereof, under the Securities Act or otherwise, is removed by the Company in accordance with applicable law; or (iii) such Registrable Securities can be in sold without any restriction by the form volume limitations of an underwritten offering. A majority in interest Rule 144(e) of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with Securities Act; or (iv) such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in are transferred to a manner person that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (become an Investor within five 10 business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02acquiring Registrable Securities.

Demand Registration. (a) Buyer2.1 If the Company shall be requested in writing by the Holder Representative, on its own behalf and on behalf of the other HoldersHolders beneficially owning at least 50% of all outstanding Registrable Shares on an as-converted to Common Stock basis without regard to any conversion limits (or by such Holders directly), may make up to two written requests for effect a registration under the Securities Act of all or Registrable Shares in accordance with this Section 2, then the Company shall promptly (but in no event later than five days following receipt thereof) give written notice of such proposed registration to Holders and shall offer to include (subject to the terms of this Agreement) in such proposed registration any part of the Registrable Securities held Shares requested to be included in such proposed registration by the requesting Holders and such Holders who respond in writing to the Company’s notice within 15 days after delivery of such notice (each, a DEMAND REGISTRATION). Such request will which response shall specify the aggregate number of shares of Registrable Securities Shares proposed to be sold included in such registration by each such Holder and will also specify the intended method of disposition thereofdistribution, which may be pursuant to a shelf registration). A Such written registration will not count as a Demand Registration until it has become effectiverequest shall specify the approximate number of Registrable Shares requested to be registered and the anticipated per share price range for such offering, if applicable. Should a Demand Registration not become effective due The Company shall promptly use its best efforts to effect such registration on an appropriate form under the failure of a Holder to perform its obligations under this Exhibit B or the inability Securities Act of the requesting Holders Registrable Shares which the Company has been so requested to reach agreement with register; provided, however, that the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration Company shall not be deemed obligated to have been effectedeffect any registration under the Securities Act except in accordance with the following provisions: (a) the Company shall not be obligated to file more than (i) three registration statements in total pursuant to this Section 2 plus (ii) one additional registration statement, when specified pursuant to a request delivered under this Section, registering all Registrable Shares (including any shares of Common Stock into which any shares of Preferred Stock then outstanding and constituting Registrable Shares are convertible)., subject to Section 2.3 (the “Inclusive Registration Statement”); (b) In the event Company shall not be obligated to file or cause to be declared effective any registration statement during any period in which (i) any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective, or a “shelf take-down” under a then-effective shelf registration statement for Primary Shares has occurred, in each case within the prior 180 days pursuant to which any “lock-up” restrictions have been imposed on the Company prohibiting such registration (provided, that the requesting Holders withdraw Company shall use its best efforts to achieve a shorter period or do not pursue to have such restrictions released in less than 180 days) or (ii) the Company has determined in good faith that the filing of a request registration statement would require the disclosure of material information that the Company has a bona fide business purpose for a Demand Registration and, pursuant to Section 2.01(a) hereofpreserving as confidential, such Demand Registration filing to be delayed until the date which is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with 90 days after such request for a Demand Registrationregistration pursuant to this Section 2; provided provided, that the right Company may only so delay the filing or effectiveness of a registration statement pursuant to reacquire a Demand Registration may be exercised a maximum of two times.this Section 2.1(b)(ii) on one occasion during any 12-month period; and (c) If with respect to the Selling Holders so electregistration pursuant to this Section 2, the offering Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company in writing that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would adversely affect the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order: (i) First, the Registrable Shares held by all Selling Investors, pro rata based upon the number of Registrable Shares owned by each such Selling Investor at the time of such Registrable Securities registration on an as-converted to Common Stock basis without regard to any conversion limits; (ii) Second, the Primary Shares; and (iii) Third, the Other Shares. 2.2 Holder or Holders requesting a registration through the Holder Representative or directly pursuant to such Demand Registration shall be this Section may, in the form of notice delivered pursuant to Section 2.1 or in connection with any “shelf take-down” under such registration statement, elect that such registration or offering, as the case may be, cover an underwritten offering. A Upon such election, Selling Investors holding a majority in interest of the Registrable Shares held by all such Selling Holders Investors on an as-converted to Common Stock basis without regard to any conversion limits shall have the right elect one or more nationally recognized firms of investment banks to select act as the managing Underwriters underwriters and shall select any additional investment bankers and managers banks to be used in connection with such offering, subject provided that such investment banks must be reasonably satisfactory to the Corporation's approvalCompany. The Company shall, which approval shall not be unreasonably withheldtogether with Selling Investors, enter into a customary underwriting agreement with such underwriters. (d) The 2.3 A requested registration under this Section 2 may be rescinded by written notice to the Company by the Holder Representative on behalf of Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition Investors holding a majority of the Registrable Securities Shares to be included in a manner that does not unreasonably disrupt such registration on an as-converted to Common Stock basis without regard to any conversion limits (or by such Selling Investors directly) under the public trading market for the Common Stock.following circumstances: (ei) The Corporation will have the right to preempt any Demand Registration with a primary If such registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention statement is rescinded prior to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registrationfiling date, such requested rescinded registration will shall not count as a Demand Registration; provided that registration statement initiated pursuant to this Section 2 for purposes of Section 2.1; (ii) If such registration statement is rescinded after the filing date but prior to its effective date, such rescinded registration shall not count as a Demand Registration will not be deemed preempted registration statement initiated pursuant to this Section 2 for purposes of Section 2.1 if the Holders are permitted to sell Selling Investors or the Holder Representative (x) have reimbursed the Company for all requested securities out-of-pocket expenses incurred by the Company in connection with such rescinded registration or (y) (1) reasonably believed that the ensuing primary offering by exercising their piggyback registration rights statement contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading, (2) notified the Company of such fact and requested that the Company correct such alleged misstatement or omission and (3) the Company has refused to correct such alleged misstatement or omission; and (iii) A registration shall not count as set forth a registration statement initiated pursuant to this Section 2 for purposes of Section 2.1 unless it becomes effective and either (1) the Selling Investors are able to sell at least 80% of each class of Registrable Shares sought to be included in Section 2.02such registration statement or (2) such registration statement is kept effective for at least 180 days prior to such rescission notice.

Demand Registration. (a) BuyerAt any time and from time to time, on its own behalf and on behalf a Majority-in-Interest of the other Holders shall have the right, by written notice (the "Demand Notice") given to the Company, to request the Company to file with the SEC a Registration Statement with respect to all or any portion of the Registrable Shares held by such Holders and/or the Registrable Shares issuable upon conversion of Shares held by such Holders, may make up as designated by such Holders. Upon receipt of any such Demand Notice, the Company shall promptly, but in no event more than five days after receipt thereof, notify all other Holders of the receipt of such Demand Notice and, subject to two the limitations set forth below, shall include in the proposed registration all Registrable Shares with respect to which the Company has received written requests for registration under inclusion therein within 20 days after delivery of the Securities Act Company's notice. In connection with any Demand Registration in which more than one holder of all securities participates, in the event that such Demand Registration involves an underwritten offering and the managing underwriter or any part underwriters participating in such offering advise in writing the Holders of Registrable Shares and the holders of other securities to be included in such offering that the total number of Registrable Shares and other securities to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Securities held Shares and other securities to be sold), then the amount of Registrable Shares and other securities to be offered for the account of such Holders shall be reduced as follows: first, pro rata on the basis of the number of securities other than (i) Registrable Shares and (ii) shares of stock being registered at the request of holders of the Company's Senior Convertible Preferred Stock, requested to be registered by the holders of such securities; and second, pro rata on the basis of the number of Registrable Shares and shares of Senior Convertible Preferred Stock requested to be registered by the holders of such securities. The Holders as a group shall be entitled to two Demand Registrations pursuant to this Section 1; PROVIDED, that any Demand Registration that does not become effective or is not maintained for the time period required in accordance with Section 1(c) shall not count as one of such Demand Registrations, except as set forth in Section 1(f); PROVIDED, FURTHER, that if the Demanding Holders have requested inclusion in such Demand Registration and 75% or less of the securities so requested to be included have been included, the Holders as a group shall be entitled to an additional Demand Registration hereunder on the same terms and conditions as would have applied to the Holders had such earlier Demand Registration not been made. Anything herein to the contrary notwithstanding, the Company shall not be required to effect a Demand Registration pursuant to this Section 1 within a period of six (6) months after the effective date of any other Demand Registration. (b) The Company, within 45 days of the date on which the Company receives a Demand Notice given by Holders in accordance with Section 1(a) hereof, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective within 90 days following the date the Company receives such Demand Notice, a Registration Statement on the appropriate form for the registration and sale, in accordance with the intended method or methods of distribution requested by the Holders, of the total number of Registrable Shares specified by the Holders in such Demand Notice (eacha "Demand Registration"). (c) The Company shall use commercially reasonable efforts to keep each Registration Statement filed pursuant to this Section 1 continuously effective and usable for the resale of the Registrable Shares covered thereby for a period of 270 days from the date on which the SEC declares such Registration Statement effective, as such period may be extended pursuant to this Section 1, or in the case of a DEMAND REGISTRATIONShelf Registration, for a period of two years from the date that the SEC declares such "shelf" Registration Statement effective, or if shorter, until all the Registrable Shares covered by such Registration Statement have been sold pursuant to such Registration Statement. (d) The Company shall be entitled to postpone the filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 1, or suspend the use of any effective Registration Statement under this Section 1, for a reasonable period of time which shall be as short as practicable, but in any event not in excess of 60 days (a "Delay Period"). Such request will specify , if the Company determines in good faith that the registration and distribution of the Registrable Shares covered or to be covered by such Registration Statement would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its Subsidiaries or would require premature disclosure thereof and promptly gives the Holders written notice of such determination, containing a statement of the reasons for such postponement and an approximation of the period of the anticipated delay; PROVIDED, HOWEVER, that (i) the aggregate number of shares days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of (x) 180 days minus (y) the number of days occurring during all Interruption Periods during such consecutive 12 months and (ii) a period of at least 60 days shall elapse between the termination of any Delay Period or Interruption Period and the commencement of the immediately succeeding Delay Period. If the Company shall so postpone the filing of a Registration Statement, the Holders of Registrable Securities proposed Shares to be sold and will also specify registered shall have the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due right to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for registration by giving written notice to the Demand Registration (in each Company from the Holders of a majority of the foregoing casesRegistrable Shares that were to be registered within 45 days after receipt of the notice of postponement or, provided that at if earlier, the termination of such Delay Period. The time period for which the Corporation Company is in compliance in all material respects with its obligations under this Exhibit B), then such Demand required to maintain the effectiveness of any Registration Statement shall be deemed extended by the aggregate number of days of all Delay Periods and all Interruption Periods occurring during such Registration and any extension thereof is hereinafter referred to have as the "Effectiveness Period". The Company shall not be entitled to initiate a Delay Period unless it shall (A) to the extent permitted by agreements with other security holders of the Company, concurrently prohibit sales by such other security holders under registration statements covering securities held by such other security holders and (B) in accordance with the Company's policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the Company. (e) The Demanding Holders may, at any time prior to the effective date of the Registration Statement relating to a Demand Registration, revoke such request by providing a written notice to the Company revoking such request. In the event of such revocation, the Demanding Holders shall reimburse the Company for all of its out-of-pocket expenses incurred in connection with the preparation, filing and processing of the Registration Statement, unless (i) there has been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the business, assets, properties, condition (financial or otherwiseother), business, assets or results of operations or prospects of the Corporation Company and its subsidiaries taken as a whole that occurs subsequent to Subsidiaries, since the date time of the written request made by Demand Notice, (ii) such revocation was based on the requesting Holders, then Company's failure to comply in any material respect with its obligations hereunder or (iii) the Demanding Holders choose to count the Demand Registration shall not be deemed as one of the Demand Registrations to have been effectedwhich the Demanding Holders are entitled pursuant to the penultimate sentence of Section 1(a). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (a) BuyerSubject to the other provisions hereof, including this Section 3.2 and Article VI, beginning on its own behalf and on behalf the date that is 120 days following the consummation of the other Qualified Public Event, any Holder or group of Holders (each, a “Requesting Holder” and collectively, the “Requesting Holders”), may may, from time to time, make up a written request to two written requests for the Company (a “Demand Request”) that the Company effect the registration under the Securities Act of all or any part specified number of the Registrable Securities held by the Requesting Holder(s) (a “Demand Registration”); provided, that such Requesting Holder, or the Requesting Holders collectively, hold more than $10,000,000 of the Registrable Securities outstanding as of the date of the Demand Request and that at least one Requesting Holder holds $5,000,000 or more of the Registrable Securities outstanding as of the date of the Demand Request; and provided, further, that the Holders shall be limited to two (each2) Demand Requests in any twelve (12) month period. Each Demand Request shall specify the kind and aggregate amount of Registrable Securities to be registered and the intended methods of distribution. (b) Promptly upon receipt of any Demand Request (but in no event more than five (5) Business Days thereafter), the Company shall deliver a DEMAND REGISTRATION)written notice (a “Demand Notice”) of any such Demand Request to all Holders other than the Requesting Holders, and the Company shall include in such Demand Registration Statement all Registrable Securities that the Requesting Holders requested to be registered along with all Registrable Securities with respect to which the Company has received written requests for inclusion therein from all other Holders within fifteen (15) Business Days after the date that the Demand Notice has been delivered. Such request will All requests made pursuant to this Section 3.2(b) shall specify the aggregate number of shares amount of Registrable Securities proposed to be sold registered and will also specify the intended method of disposition thereofdistribution of such securities. A registration will If any Holder other than a Requesting Holder does not count as deliver a Demand Registration until it has become effective. Should a Demand Registration not become effective due to notice within fifteen (15) Business Days after the failure of a Holder to perform its obligations under this Exhibit B or the inability delivery of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for Demand Notice, such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration Holder shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for irrevocably waived any and all Registration Expenses incurred by the Corporation in connection rights under this Section 3.2(b) with respect to such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two timesregistration. (c) If Subject to the Selling Holders so electother provisions hereof, including this Section 3.2 and Article VI, as promptly as reasonably practicable following receipt of a Demand Request (and in any event not later than (i) forty-five (45) days in the case of a Short-Form Registration Statement and (ii) sixty (60) days in the case of a Long-Form Registration Statement), the offering Company shall prepare and file with the Commission a Registration Statement covering the resale at any time or from time to time, pursuant to Rule 415, of such all Registrable Securities requested to be included thereon pursuant to this Section 3.2. The Company shall use its reasonable best efforts to cause any such Demand Registration shall Statement to be in declared effective under the form of an underwritten offering. A majority in interest Securities Act as promptly as practicable after the filing thereof with the Commission and to keep such Registration Statement current and effective for a period necessary for the completion of the Selling Holders shall have resale of the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheldRegistrable Securities registered thereon. (d) The Selling Holders will inform Notwithstanding the Corporation foregoing, the Company shall not be obligated to file a Registration Statement relating to any Demand Request (i) within one hundred eighty (180) days after the effective date of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration Statement or (ii) if a Shelf Registration Statement is then effective, and such Shelf Registration Statement may be utilized by the Requesting Holder(s) and all other Holders in accordance with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand RegistrationSection 3.2(b) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the offering and sale of such securities all of their Registrable Securities without a requirement under the Commission’s rules and the Corporation shall use commercially reasonable efforts to effect regulations for a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02post-effective amendment thereto.

Demand Registration. (a) Buyer, on its own behalf and on behalf The Holders of at least 330,000 of the other HoldersRegistrable Shares held by all Holders shall have the right, may make up during the period (the "Registration Period") commencing on the date which is one hundred and eighty (180) days after the Effective Time and ending on the date which is five hundred and forty (540) days after the Effective Time (except as provided in the last sentence of this Section 2), by written notice (the "Demand Notice") given to two written requests for registration the Company, to request the Company to register under and in accordance with the provisions of the Securities Act for distribution by means of a firm commitment underwritten public offering all or any part portion of the Registrable Securities held Shares designated by such Holders; provided, however, that the right of the Holders (each, hereunder to request a DEMAND REGISTRATION). Such request will specify the aggregate number registration pursuant to this Section 2 shall terminate and be of shares of Registrable Securities proposed to be sold no further force and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or effect in the event that at least 90% of the requesting Registrable Shares requested by Holders withdraw or do not pursue to be included in a Piggyback Registration pursuant to Section 3 are sold. Upon receipt of any such Demand Notice, the request for Company shall promptly notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Shares held by them in the proposed registration by submitting their own Demand Notice. In connection with any Demand Registration in which more than one Holder participates, in the event that the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total number of Registrable Shares to be included in such offering exceeds the amount that can be sold in (in each or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit BRegistrable Shares to be sold), then the amount of Registrable Shares to be offered for the account of such Holders shall be reduced pro rata on the basis of the number of Registrable Shares to be registered by each such Holder. The Holders as a group shall be entitled to one Demand Registration shall be deemed pursuant to have been effected (provided that if the this Section 2 unless any Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall is not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request maintained for a Demand Registration and, pursuant to Section 2.01(aperiod (whether or not continuous) hereof, of at least one hundred and twenty (120) days (or such shorter period as shall terminate when all the Registrable Shares covered by such Demand Registration is deemed to have been effectedsold pursuant thereto), the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, case the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a be entitled within thirty (30) days thereafter to request an additional Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02pursuant hereto.

Demand Registration. (a) BuyerSubject to Sections 2.6, on its own behalf 2.7 and on behalf of 2.8, if at any time after the other HoldersEffective Time, may make up to two the Company shall receive a written requests for request from the Holder that the Company file with the Commission a registration statement under the Securities Act covering the registration for offer and sale of all or any part of the outstanding Registrable Securities held by such Holder, then the Company shall promptly notify in writing all Similar Holders (eachof such request. Within 20 days after such notice has been given by the Company, any Similar Holder may give written notice to the Company of its election to include its Registrable Securities in the registration. As soon as practicable after the expiration of such 20-day period, the Company shall use its reasonable best efforts to cause the registration of all Registrable Securities with respect to which registration has been so requested. If the Holder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as part of its request and the Company shall include such information in the written notice referred to above. The underwriter shall be selected by the Holder and shall be reasonably acceptable to the Company. In such event, the right of any Similar Holder to include his or her Registrable Shares in such registration shall be conditioned upon such Similar Holder’s participation in such underwriting and the inclusion of such Similar Holder’s Registrable Shares in the underwriting to the extent provided herein. All Holder and Similar Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriters selected for such underwriting. Notwithstanding the foregoing, if the underwriter advises the Holder in writing that marketing factors require a DEMAND REGISTRATION). Such request will specify limitation of the aggregate number of shares to be underwritten, then the Company shall so advise all Holders and Similar Holders of Registrable Shares which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities proposed Shares that may be included in the underwriting shall be allocated among all Holders and Similar Holders thereof, in proportion (as nearly as practicable) to the amount of Registrable Shares of the Company owned by each Holder and Similar Holder. Notwithstanding the provisions set forth above in this Section 2.1, the Company shall not be sold and will also specify obligated to effect any registration pursuant to this Section within 180 days after a Public Offering. In addition, the intended method Company may postpone for up to 90 days the filing or effectiveness of disposition thereofa registration statement pursuant to a request under this Section if the Board of Directors (with the concurrence of the managing underwriters, if any) determines in good faith that such registration would be reasonably expected to have a material adverse effect on any proposal or plan by the Company to engage in any acquisition or sale of assets, merger, consolidation, tender offer, financing or similar transaction (a “Blocking Right”). A registration will The Company may not assert a Blocking Right more than once in any twelve month period. In the event of any postponement described in this subsection the requesting Shareholders shall, upon written notice to the Company by a majority of requesting Shareholders, be entitled to withdraw such request and, if such request is withdrawn, such request shall not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, registration pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two timesthis Section. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (aUpon written request of the Holder(s) Buyerof at least a majority of the then outstanding Warrants and Warrant Shares made at any time within the period commencing one year and ending five years after the Effective Date, the Company shall file at the Company's expense within a reasonable period of time and, in any event within the time period provided in Section 12.3(a) after receipt of such written request, on its own behalf and on behalf one occasion, a registration statement (or a post-effective amendment to a registration statement) under the Act registering the Warrant Shares. Within 15 days after receiving any such notice, the Company shall give notice to the other Holders of the Warrants and the Warrant Shares advising that the Company is proceeding with such registration statement or post-effective amendment (the"Demand Registration Statement"), and offering to include therein the Warrant Shares of such other Holders. The Company shall not be obligated to include the Warrant Shares of any such other Holder in such registration unless such other Holder shall accept such offer by notice in writing to the Company within 15 days after receipt of such notice from the Company. The Company shall use its reasonable best efforts to file and cause the Demand Registration Statement to become effective as promptly as practicable and to remain effective for the period of time provided in Section 12.3, may make up to two written requests for registration under reflect in the Securities Act of all or any part Demand Registration Statement financial statements that are prepared in accordance with Section 10(a)(3) of the Registrable Securities held Act, and to amend or supplement the Demand Registration Statement to reflect any facts or events arising that, individually or in the aggregate, represent a material change in the information set forth in the Demand Registration Statement to enable any Holders of Warrants to exercise warrants and/or sell the underlying Warrant Shares during such time period provided in Section 12.3. If any registration pursuant to this Section 12.1 is an underwritten offering, the Holders of a majority of the Warrant Shares to be included in such registration will select an underwriter (or managing underwriter if such offering should be syndicated) approved by the Company, such approval not to be unreasonably withheld. Notwithstanding anything in this Warrant Agreement to the contrary, the Company shall be entitled to postpone for a reasonable period of time (not exceeding 60 days in any 12-month period) the filing or effectiveness of the Demand Registration Statement otherwise required to be prepared and filed by it pursuant to this Section 12.1 if the Company's Board of Directors determines, in its reasonable discretion, that such registration and offering would adversely affect any financing, acquisition, corporate reorganization or other material transaction involving the Company and the Company promptly gives the Holders (eachwritten notice of such determination specifying the grounds therefor and an estimate of the anticipated delay. If the Company shall so postpone the filing of the Demand Registration Statement, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability majority-in-interest of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select withdraw the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject request for demand registration by giving written notice to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation Company within 30 days after receipt of the time and manner notice of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stockpostponement. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. At any time when an Initial --------------------- Registration Statement covering the Registrable Securities is not effective (a) Buyerduring any period in which an Initial Registration Statement is otherwise required to be effective pursuant to Section 2(a)), on its own behalf and on behalf of the other Holders, Majority Holders may make up to two written requests for request in writing that the Company effect a registration under the Securities Act of for all or any part of the Registrable Securities held by for sale in the manner specified in such request, and on a form that may be used for the registration of such Registrable Securities. All registrations requested pursuant to the foregoing are referred to herein as "Demand Registrations." A Demand ---------------------- Registration may be effected on no more than two (2) occasions. Within ten days after receipt of any request pursuant to this Section 2(b), the Company will give written notice of such request to all other Holders (each, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold Securities, and will also specify include in such registration all Registrable Securities with respect to which the intended method of disposition thereof. A registration will not count as a Demand Registration until it Company has become effective. Should a Demand Registration not become effective due to received written requests for inclusion therein within fifteen (15) Business Days after the failure of a Holder to perform its obligations under this Exhibit B or the inability receipt of the requesting Holders to reach agreement with Company's notice; provided, however, that the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration Company shall not be deemed required to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for register -------- ------- any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such this Section 2(b) that are eligible for sale pursuant to Rule 144 without regard to volume restrictions. If requested by the Majority Holders, a Demand Registration shall be in the form of an underwritten offeringUnderwritten Offering. A majority In such event, and if the managing underwriters advise the Company and such Holders in interest writing that in their opinion the amount of Registrable Securities and other securities, if any, proposed to be sold in such Underwritten Offering exceeds the amount of Registrable Securities and other securities, if any, which can be sold in such Underwritten Offering, and based on such determination recommends inclusion in such registration statement of fewer Registrable Securities than proposed to be sold by the Holders, then (a) the number of Registrable Securities of the Selling Holders included in such registration statement shall have be reduced pro rata among such Holders (based upon the right to select the managing Underwriters and any additional investment bankers and managers number of Registrable Securities requested to be used included in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. registration) or (db) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition none of the Registrable Securities of the Holders shall be included in a manner such registration statement if the Company, after consultation with the underwriter(s), recommends the inclusion of none of such Registrable Securities; provided, however, that does not unreasonably disrupt the public trading market if securities are being offered for the Common Stock. -------- ------- account of other persons or entities (e) The Corporation will have including the right to preempt any Demand Registration with Company), such reduction shall not represent a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds greater fraction of the sale number of such securities and the Corporation shall use commercially reasonable efforts Registrable Securities intended to effect a primary registration within 60 days of such notice. In the ensuing primary registration, be offered by the Holders will have than the fraction of similar reductions imposed on such piggyback registration rights as are set forth in Section 2.02 hereof. Upon other persons or entities (including the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02Company).

Demand Registration. (a) Buyer, on its own behalf and on behalf The Company may include in a Demand Registration or Short-Form Demand Registration pursuant to Section 2.1 securities of the other Holders, may make up to two written requests for registration under the Securities Act of all or any part of same class as the Registrable Securities held by for the Holders (each, a DEMAND REGISTRATION). Such request will specify account of the aggregate number Company and any other Persons who hold securities of shares of the same class as the Registrable Securities proposed on the same terms and conditions as the Registrable Securities to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transactionincluded therein; provided, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration however, that (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunderi) if the Holders reimburse managing Underwriter or Underwriters of any underwritten offering described in Section 2.1 have informed the Corporation for any and all Registration Expenses incurred by the Corporation Company in connection with such request for a Demand Registration; provided writing that it is their opinion that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition total number of Registrable Securities, and agree securities of the same class as the Registrable Securities which the Holders, the Company and any other Persons desiring to reasonably cooperate with participate in such registration intend to include in such offering is such as to materially and adversely affect the Corporation success of such offering, then the number of shares to be offered for the account of the Company and for the account of all such other Persons (other than the Holders of Registrable Securities) participating in effecting such registration shall be reduced or limited pro rata in proportion to the disposition respective number of shares requested to be registered to the extent necessary to reduce the total number of shares requested to be included in such offering to the number of shares, if any, recommended by such managing Underwriter or Underwriters, (ii) if, in the event that following a reduction or limitation pursuant to the preceding clause (i) of all the securities which the Company and such other Persons intended to include in such offering, the managing Underwriter or Underwriters inform the Company in writing that the total number of Registrable Securities which the holders thereof intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of shares to be offered for the account of the holders of Registrable Securities participating in such offering shall be reduced or limited pro rata in proportion to their respective total number of Registrable Securities owned by such Holders, to the extent necessary to reduce the total number of shares requested to be included in such offering to the number of shares, if any, recommended by such managing Underwriter or Underwriters, (iii) if the managing Underwriter or Underwriters of any underwritten offering described in Section 2.1 have informed the Company or Investors in writing that it is their opinion that the inclusion of Registrable Securities owned, directly or indirectly, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ would materially and adversely affect the success of such offering, then the portion of such Registrable Securities deemed to have such effect shall be excluded from such offering, and (iv) if the offering is not underwritten, no other Person, including the Company, shall be permitted to offer securities under any such Demand Registration or Short-Form Demand Registration unless the Holders of a majority of the Registrable Securities participating in a manner that does not unreasonably disrupt the public trading market for offering consent to the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) inclusion of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02shares therein.

Demand Registration. (a) BuyerAt any time following the 20th day following the SEC Compliant Date, on its own behalf and on behalf Holders collectively holding greater than 25% of the other HoldersRegistrable Securities (or at least $5.0 million of Registrable Securities (the party or the parties making the request shall be referred to as the "INITIATING HOLDERS"), may make up a written request to Penn Traffic to register, and Penn Traffic shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor form thereto), in accordance with the terms of this Agreement (a "DEMAND Registration"), the number of Registrable Securities stated in such request (a "DEMAND REQUEST") then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request ("REQUEST NOTICE") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Initiating Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Penn Traffic shall not be obligated to effect more than two written requests such Demand Registrations. The Registration Statement when effective (including the documents incorporated therein by reference) shall comply as to form 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. Following receipt of a request for a Demand Registration, the Company shall: (i) cause to be filed, as soon as practicable, but in any event within 60 days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Initiating Holders and other Holders who request to the Company that their Registrable Securities be registered within 20 days of the mailing of the Request Notice, providing for the registration under the Securities Act of all or any part of the such Registrable Securities held by to the Holders (each, a DEMAND REGISTRATION). Such request will specify extent necessary to permit the aggregate number disposition of shares of such Registrable Securities proposed to be sold and will also specify in accordance with the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or distribution specified in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected).Request; (bii) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use its commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights Registration Statement declared effective by the SEC as are set forth soon as practicable thereafter; and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is 180 days following effectiveness of the Registration Statement filed in Section 2.02 hereof. Upon response to the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02Request.

Demand Registration. (a) BuyerAt any time after the Trigger Date, on its own behalf and on behalf the holder or holders of the other Holders, outstanding Registrable Securities may make up a written request to two written requests the Company for registration under the Securities Act (“Demand Registration”) of all or any part of its or their Registrable Securities but not less than $15.0 million of the aggregate amount of the Registrable Securities held by such requesting holders; provided that the Holders (each, a DEMAND REGISTRATION)Issuers shall not be obligated to effect more than four Demand Registrations in respect of the Registrable Securities. Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Within 10 business days after receipt of such request, the Issuers will give written notice of such registration request to all other holders of Registrable Securities and include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein from the holders thereof within 15 business days after receipt by the applicable holder of the Company’s notice. Each such request will also specify the aggregate number of Registrable Securities to be registered and the intended method of disposition thereof. (b) A registration will not count as a Demand Registration until it the registration statement relating thereto has become effectiveeffective under the Securities Act and has remained effective for a period of at least 180 days (or such shorter period in which all Registrable Securities of the holder included in such registration have actually been sold thereunder). Should No securities other than Registrable Securities shall be registered without the consent of holders of a majority of the Registrable Securities requesting registration. For the avoidance of doubt, in the event that the Company registers any class of debt or preferred stock prior to the completion of an offering pursuant to a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if such Demand Registration is withdrawn at the Holders reimburse request of the Corporation for any and all Registration Expenses incurred by the Corporation in connection with holders of Registrable Securities that requested such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such any Demand Registration shall be is in the form of an underwritten offering. A Underwritten Offering, the holders of a majority in interest of the Selling Holders aggregate number of the outstanding Registrable Securities shall have designate the right to select the managing Underwriters and any additional investment bankers and managers underwriter or a group of underwriters to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities utilized in connection with the ensuing primary public offering by exercising their piggyback registration rights as set forth in Section 2.02of such Registrable Securities, which selection shall be reasonably acceptable to the Company.

Demand Registration. (a) BuyerAny time after the date of this Agreement, on its any Holder or Holders who collectively beneficially own behalf and on behalf at least a majority of the other Holders, Registrable Securities outstanding at such time may make up request (a "Request Notice") the Company to two written requests for registration register under the Securities Act of all or any part portion (provided that such portion will have an aggregate offering price of at least $1,000,000) of the Registrable Securities that are held by or will be held upon the Holders (each, a DEMAND REGISTRATION). Such request will specify the aggregate number conversion of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B Convertible Preferred Stock or the inability exercise of Warrants by such Holder or Holders (collectively, the requesting Holders to reach agreement with the Underwriters "Requesting Holder") for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change manner specified in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected)Request Notice. (b) In the event that the requesting Holders withdraw or do not pursue Promptly following receipt of a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effectedRequest Notice, the Company shall immediately notify any Person who is a Holder of Registrable Securities (except the Requesting Holder) of the receipt of a Request Notice and shall use its best efforts to file a registration statement under the Securities Act (each such registration statement is hereinafter referred to as a "Registration Statement") effecting the registration under the Securities Act, for public sale in accordance with the method of disposition specified in such Request Notice, the Registrable Securities specified in the Request Notice (and in any notices received from other Holders may reacquire such Demand Registration no later than the 10th Business Day after receipt of the notice sent by the Company) (such that other Holders and the withdrawal or failure Requesting Holder are hereinafter referred to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with "Requesting Holders"). If such request for a Demand Registration; provided that the right to reacquire a Demand Registration may method of disposition shall be exercised a maximum of two times. (c) If the Selling Holders so electan underwritten public offering, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select Company may designate the managing Underwriters and any additional investment bankers and managers to be used in connection with underwriter of such offering, subject to the Corporation's approvalapproval of the Requesting Holders holding a majority of the Registrable Securities to be registered, which approval shall not be unreasonably withheldwithheld unreasonably. The Company shall be obligated to register Registrable Securities pursuant to this Section 2.01 on three occasions only. A request pursuant to this Section 2.01 shall be counted only when (i) all the Registrable Securities requested to be included in any such registration have been so included, (ii) the corresponding Registration Statement has become effective under the Securities Act, and (iii) the public offering has been consummated and the Registrable Securities have been sold on the terms and conditions specified therein. Notwithstanding anything to the contrary contained herein, the Company may delay the filing or effectiveness of a Registration Statement after receipt of a Request Notice (i) for up to 90 days if at the time of such request, the Company is engaged in a firm commitment underwritten public offering of its securities in which Holders may include Registrable Securities and for which the Company has delivered the notice to Holders required by the first sentence of Section 2.02 or (ii) for up to 60 days if at the time of such request, the Board of Directors of the (c) The Company shall be entitled to include in any Registration Statement filed pursuant to this Section 2.01, for sale in accordance with the method of disposition specified by the Requesting Holders, Voting Securities to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would materially jeopardize the successful marketing of the Registrable Securities to be sold. Any Person other than a Holder entitled to piggy-back registration rights with respect to a Registration Statement filed pursuant to this Section 2.01 may include Voting Securities of the Company with respect to which such rights apply in such Registration Statement for sale in accordance with the method of disposition specified by the Requesting Holder, except and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering) such inclusion would materially jeopardize the successful marketing of the Registrable Securities to be sold. Except as provided in this subsection (c), the Company will not effect any other registration of its Voting Securities (except with respect to Registration Statements on Form S-4 or S-8 for purposes permissible under such forms as of the date hereof, or any successor forms for comparable purposes that may be adopted by the Commission), whether for its own account or that of any other security holder, from the date of receipt of a Request Notice requesting the registration of an underwritten public offering until the completion of the distribution by the underwriters of all securities thereunder. (d) The Selling Holders will inform From and after the Corporation date of this Agreement and until no Registrable Securities remain outstanding, the Company shall not issue any demand registration rights to any Person without the prior written consent of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common StockPurchaser. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (a) BuyerAt any time after February 9, on its own behalf and on behalf 2000, provided the Company shall not prior to such date have caused a registration statement to have been declared effective by the SEC pursuant to Section 2.02 covering all of the other Holders▇▇▇▇▇ Shares, the Shareholder may make up require the Company (pursuant to two a written requests for notice to the Company) to effect the registration under the Securities Act of all or any part ▇▇▇▇▇ Shares of the Registrable Securities held by the Holders Company other than pursuant to a registration statement on Form S-1 (each, a DEMAND REGISTRATION"Demand Registration"). Such request will (a "Demand Request") by the Shareholder shall (i) specify the aggregate class and number of shares ▇▇▇▇▇ Shares which the Shareholder intends to sell or dispose of, and (ii) state the intended method or methods by which the Shareholder intends to sell or dispose of Registrable Securities proposed such ▇▇▇▇▇ Shares. In connection with any underwritten public offering, the underwriter thereof shall be selected by the Shareholder, subject to the consent of the Company, which shall not be unreasonably withheld. Upon receipt of a Demand Request, the Company shall (as requested) cause to be sold and will also specify filed, within thirty (30) calendar days of the date of delivery to the Company of the request, a registration statement covering such ▇▇▇▇▇ Shares which the Company has been so requested to register, providing for the registration under the Securities Act of such ▇▇▇▇▇ Shares to the extent necessary to permit the disposition of such ▇▇▇▇▇ Shares to be registered in accordance with the intended method of disposition thereofdistribution specified in such request. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due The Shareholder shall have the right to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then exercise only one such Demand Registration shall be deemed to have been effected (provided that Registration; provided, however, if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration Shareholder shall not be deemed entitled to have been effected)include all of its ▇▇▇▇▇ Shares in a Demand Registration, the Shareholder may be entitled to make an additional Demand Request, notwithstanding the registration of certain of the Polan Shares pursuant to the then pending Demand Registration. (b) In Notwithstanding the event that foregoing, the requesting Holders withdraw or do Company shall not pursue a request for a Demand Registration and, be required to effect any registration statement pursuant to this Section 2.01(a2.01 (i) hereof, such within 90 days after the effective date of any other registration statement of the Company's securities or (ii) during the pendency of any Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two timesBlackout Period. (c) If any of the Selling Holders so electCompany's investment banker or any underwriter determines in good faith that the registration statement and distribution of the ▇▇▇▇▇ Shares (or the use of the registration statement or related prospectus) would materially interfere with any pending financing, merger, acquisition or corporate reorganization involving the Company (or would require premature disclosure thereof), and promptly gives the Shareholder written notice of such determination following its Demand Request, the offering Company shall be entitled to postpone the filing of such Registrable Securities the registration statement otherwise required to be prepared and filed by the Company pursuant to Section 2.01 for a reasonable period of time, not to exceed 90 days (a "Demand Blackout Period"). The Company shall promptly notify the Shareholder of the expiration or earlier termination of any Demand Blackout Period, and upon such Demand Registration expiration or termination the Company shall immediately file the registration statement pursuant to Section 2.01. The rights under this Section 2.01 shall be in separate and distinct from any other rights the form of an underwritten offering. A majority in interest of the Selling Holders shall Shareholder may have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in under Section 2.02.

Demand Registration. (ai) Buyer, on its own behalf At any time commencing one (1) year and on behalf expiring five (5) years after the effective date of the Company's Registration Statement relating to the Initial Public Offering (the "Effective Date"), the Holders of a majority (as hereinafter defined) of the shares of Common Stock purchased and purchasable upon exercise of the Underwriter's Warrants and the Warrants purchasable therewith shall have the right, exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), solely on one (1) occasion, a registration statement on Form F-1 (or other appropriate form), and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Holders, may make up in order to two written requests for registration under comply with the provisions of the Securities Act Act, so as to permit a public offering and sale for a period of nine (9) months of the shares of Common Stock and Warrants purchased or purchasable by such Holders and any other Holders of the Underwriter's Warrants upon exercise of the Underwriter's Warrants and the Warrants purchasable therewith (such shares of Common Stock and Warrants being hereinafter referred to as the "Registrable Securities"). The Holders of the Underwriter's Warrants may demand registration without exercising the Underwriter's Warrants, and are never required to exercise same. The Company covenants and agrees to give written notice of any registration request under this Section 7(a) to all or any part other registered Holders of the Underwriter's Warrants and the Registrable Securities held by the Holders within ten (each, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to 10) days from the date of the receipt of any such registration request and upon the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). of any Holder within fifteen (b15) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering days after receipt of such Registrable Securities pursuant notice to include in such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of registration statement the Registrable Securities of such Holder. As used herein, the term "Majority" in a manner reference to the Holders of the Underwriter's Warrants shall mean in excess of fifty percent (50%) of the shares of Common Stock issued or issuable upon exercise of the Underwriter's Warrants and the Warrants purchasable therewith that does (i) are not unreasonably disrupt held by the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to the public trading market for the Common Stock. (e) The Corporation will have the right pursuant to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection statement filed with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02Commission under the Act.

Demand Registration. (a) Buyer, on its own behalf and on behalf If at any time or from time to time the Company shall receive a written request from (x) a Holder or Holders holding more than 15% of the other then outstanding Registrable Securities (assuming for this purpose that all Preferred Shares are converted in full, and irrespective of any limitations on conversion contemplated by the Certificates of Designations of such stock) or (y) any Initial Investor Holder (such requesting Person(s), the "Requesting Holders"), may make up to two written requests for that the Company effect the registration under the Securities Act of all or any part portion of such Requesting Holders' Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request, a "Demand Registration") at least 21 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Holders, and the Company shall effect (subject to the limitations set forth in Sections 2.01(e) hereof), as expeditiously as possible, the registration under the Securities Act of: (i) all Registrable Securities for which the Requesting Holders have requested registration under this Section 2.01, and (ii) all other Registrable Securities that any other Holders (all such Holders, together with the Requesting Holders, the "Registering Holders") have requested the Company to register by request received by the Company within 14 days after such Holders receive the Company's notice of the Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods of disposition specified in such request) of the Registrable Securities held so to be registered; provided that no Person may participate in any registration statement pursuant to this Section 2.01(a) for an underwritten offering unless such Person agrees to sell its Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Requesting Holders (including pursuant to the terms of any over-allotment or "green shoe" option requested by the Holders managing underwriter; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in such transaction) and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no such Registering Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (eachi) such Person's ownership of its Registrable Securities to be transferred free and clear of all liens, a DEMAND REGISTRATION). Such request will specify claims and encumbrances, (ii) such Person's power and authority to effect such transfer, and (iii) such matters as may be reasonably requested pertaining to such Person's compliance with securities laws; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person shall be in proportion thereto; and provided, further, that such liability shall be limited to the net amount received by such Person from the sale of its Registrable Securities pursuant to such offering; provided that, subject to Section 2.01(d) hereof, the Company shall not be obligated to: (A) effect any Demand Registration pursuant to clause (x) of the first paragraph of this Section 2.01(a) unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included by all Registering Holders in such Demand Registration are at least $50 million (prior to deducting underwriting discounts and commissions); (B) effect more than one Demand Registration per Initial Investor Holder pursuant to clause (y) of the first paragraph of this Section 2.01(a) or effect more than two Demand Registrations per Initial Investor Group pursuant to clause (y) of the first paragraph of this Section 2.01 (a) (it being understood that the limitations in this clause (B) shall not limit rights to Demand Registrations pursuant to clause (x) of the first paragraph of this Section 2.01(a)); (C) effect a Demand Registration within 180 days of having effected a prior Demand Registration pursuant to this Section 2.01. (b) Promptly after the expiration of the 14-day period referred to in Section 2.01(a)(ii) hereof, the Company will notify all Registering Holders of the identities of the other Registering Holders and the number of shares of Registrable Securities proposed requested to be sold and will also specify the intended method of disposition thereofregistered. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due At any time prior to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written registration statement relating to such registration, the Requesting Holders holding a majority of the Registrable Securities requested by such Requesting Holders to be included in such registration may revoke such request made by without liability to any of the requesting other Registering Holders, then by providing a notice to the Company revoking such request. (c) The Company shall be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such registration is effected. (d) A Demand Registration shall not be deemed to have been effected).occurred: (bi) In unless (A) the event registration statement relating thereto shall have become effective under the Securities Act and shall have remained effective for a period of at least 180 consecutive days (or such shorter period in which all Registrable Securities of the Registering Holders included in such registration have actually been sold thereunder), provided that the requesting Holders withdraw or do such registration shall not pursue a request for be considered a Demand Registration andif, pursuant after such registration statement becomes effective, such registration statement (or the use of the related prospectus) is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, and (B) if in connection with an underwritten offering, all customary conditions in the applicable underwriting agreement shall have been satisfied, other than any failure primarily due to an act, omission or misrepresentation of a Holder participating therein; or (ii) if due to the Demand Maximum Offering Size provision of Section 2.01(a2.01(e) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition less than 75% of the Registrable Securities of the Requesting Holders sought to be included in a manner that does not unreasonably disrupt the public trading market for the Common Stocksuch registration are included. (e) The Corporation will have the right to preempt any If a Demand Registration with a primary involves an underwritten public offering and the managing underwriter advises the Requesting Holders that, in its view, the number of shares that the Registering Holders propose to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the "Demand Maximum Offering Size"), the Company shall include in such registration, in the priority listed below, up to the Demand Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the Requesting Holders and all Registrable Securities requested to be included in such registration by delivering written notice any other Registering Holders (within five business allocated, if necessary for the offering not to exceed the Demand Maximum Offering Size, pro rata among such Requesting Holders and other Registering Holders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each); and (ii) second, any shares of Common Stock proposed to be registered by the Company for its own account. (f) The Company may defer the filing (but not the preparation) of a registration statement required by Section 2.01 hereof until a date not later than 90 days after the Corporation has received a date of the request for to file such Demand Registrationregistration statement if (i) at the time the Company receives the request to register shares, the Company is engaged in confidential negotiations or other confidential business activities or the Board of Directors of the Company determines that the Company is at such intention time otherwise in possession of material non-public information with respect to the Selling Holders indicating that Company, in each case, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Corporation has identified a specific business need and use for the proceeds Board of Directors of the sale Company determines in good faith that such public disclosure at that time would be materially detrimental to the Company and its stockholders (other than, if applicable, the Holders requesting such registration), or (ii) prior to receiving the request to register shares, the Board of such securities and Directors of the Corporation shall use commercially reasonable efforts Company had resolved to effect a primary registered underwritten public offering of Company equity securities for the Company's account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is actively proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration within 60 days statement pursuant to this Section 2.01(f) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are terminated or publicly disclosed (or such noticematerial non-public information has been publicly disclosed), or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company's account is abandoned. In order to defer the ensuing primary registrationfiling of a registration statement pursuant to this Section 2.01(f), the Holders will have Company shall promptly (but in any event within 7 days), upon determining to seek such piggyback deferral, deliver to each Holder requesting such registration rights as are set forth a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.01(f) and (unless such Holder had previously requested in Section 2.02 hereofwriting that the Company not disclose to it such information under this paragraph) a general statement of the reason for such deferral and an approximation of the anticipated delay (to the extent it shall be legally permissible for the Company to so disclose such information to such Holder). Upon The Company may defer the Corporation's preemption filing of a requested Demand Registration, such requested registration will statement pursuant to this Section 2.01(f) only once in any 360-day period and the period of deferrals shall not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if exceed 90 days in the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02aggregate over any 360-day period.

Demand Registration. (a) BuyerAt any time after nine months from the date of this Agreement, on its own behalf and on behalf of the other Holders, a Majority in Interest may make up request in writing that Pegasus cause a Registration Statement to two written requests for registration be filed under the Securities Act with respect to such of their Registrable Securities as they shall specify in such request. Pegasus shall promptly give written notice of such request to the other Holders and afford them the opportunity of including in the requested Registration Statement such of their Registrable Securities as they shall specify in a written notice given to Pegasus within thirty (30) days after their receipt of Pegasus' notice of the request for the filing of a Registration Statement. Following receipt of such notices, Pegasus shall promptly use its best efforts to cause all Registrable Securities with respect to which Holders shall have so requested registration to be registered under the Securities Act, all to the extent required to permit the sale or any part other disposition by the Holders of the Registrable Securities held by the Holders (each, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or so registered in the event the requesting Holders withdraw or do not pursue the request manner contemplated by such Holders. Pegasus shall use its reasonable best efforts to keep such demand Registration Statement effective for the Demand Registration (in each a period of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected)180 days. (b) In Pegasus shall not be required to file and cause to become effective more than one (1) Registration Statement at the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, demand of the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two timesmade under this Section 2.3. (c) If Provided Pegasus has honored its obligations under Section 2.1, no demand registration right granted in this Section 2.3 may be exercised during any period of time beginning on the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject date Pegasus delivers notice to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree its intention to reasonably cooperate file a Registration Statement with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration Commission within 60 days of such notice. In the ensuing primary registration, date of the notice registering any of its Subject Securities for sale to the public pursuant to Section 2.1 and ending on the earlier to occur of (i) 180 days after the date on which the Registration Statement is declared effective by the Securities and Exchange Commission or otherwise becomes effective or (ii) the 90th day after the date Pegasus delivers its notice of filing to the Holders will have such piggyback registration rights as are set forth in pursuant to Section 2.02 hereof. Upon 2.1 if no filing is made or (iii) the Corporation's preemption abandonment by Pegasus of a requested Demand Registrationthe offering; provided, such requested registration will however, that this Section 2.3(c) shall not count as a Demand Registration; provided apply with respect to any Registration Statement that a Demand Registration will not be deemed preempted if the Holders are permitted decline to sell all requested securities participate in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in pursuant to Section 2.022.1 which Registration Statement becomes effective before December 31, 1998.

Demand Registration. (a) BuyerThe Holder shall have the right at any time by written notice (the "Demand Notice") given to the Company, on its own behalf to request the Company to register under and on behalf in accordance with the provisions of the other Holders, may make up to two written requests for registration under the Securities Act of all or any part portion of the Registrable Securities held Shares designated by the Holders (eachsuch Holder; provided, a DEMAND REGISTRATION). Such request will specify however, that the aggregate number of shares of Registrable Securities proposed Shares requested to be sold registered pursuant to any Demand Notice and will also specify pursuant to any related Demand Notices received pursuant to the intended method following sentence shall be at least 100,000 (subject to adjustment) and provided, further, however, that such registration shall, at the option of disposition thereofthe Company, be on Form S-3 (or its successor form) if such form is then available for use by the Company. A Upon receipt of any such Demand Notice, the Company shall promptly notify any other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Shares held by them in the proposed registration will not count as a by submitting their own Demand Notice. In connection with any Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a in which more than one Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transactionparticipates, or in the event the requesting Holders withdraw or do not pursue the request for the that such Demand Registration involves an Underwritten Offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total number of Registrable Shares to be included in such offering exceeds the amount that can be sold in (in each or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit BRegistrable Shares to be sold), then the amount of Registrable Shares to be offered for the account of such Demand Registration Holders shall be deemed reduced pro rata on the basis of the number of Registrable Shares to have been effected (provided that if the be registered by each such Holder. The Holders as a group shall be entitled to three Demand Registrations pursuant to this Section 2 unless any Demand Registration does not become effective, is not maintained for a period (whether or not continuous) of at least the applicable period specified in Section 2(c), or where the amount of Registrable Shares to be offered for the account of such Holders is reduced pro rata as described in the preceding sentence by more than ten percent (10%), in which case the Holders will be entitled to an additional Demand Registration pursuant hereto. (b) The Company, within thirty (30) days of the date on which the Company receives a Demand Notice given by Holders in accordance with Section 2(a) hereof, shall file with the SEC, and the Company thereafter shall use its best efforts to cause to be declared effective, a Registration Statement on the appropriate form (subject to the last proviso of the first sentence of Section 2(a)) for the registration and sale, in accordance with the intended method or methods of distribution, of the total number of Registrable Shares specified by the Holders in such Demand Notice, which may at the option of the Company include a "shelf" registration (a "Shelf Registration") pursuant to Rule 415 under the Securities Act (a "Demand Registration"). (c) The Company shall use commercially reasonable efforts to keep each Registration Statement filed pursuant to this Section 2 continuously effective because and usable for the resale of the Registrable Shares covered thereby (i) in the case of a material adverse change Registration that is not a Shelf Registration, for a period of one hundred twenty (120) days from the date on which the SEC declares such Registration Statement effective and (ii) in the condition case of a Shelf Registration, continuously from the date on which the SEC declares such Registration Statement effective, in either case (financial or otherwisex) until all the Registrable Shares covered by such Registration Statement have been sold pursuant to such Registration Statement), business, assets or results and (y) as such period may be extended pursuant to this Section 2. (d) The time period for which the Company is required to maintain the effectiveness of operations any Registration Statement shall be extended by the aggregate number of days of all Holdback Periods (as defined in Section 4) and all Interruption Periods (as defined in Section 6(k)) occurring during such Registration and such period and any extension thereof is hereinafter referred to as the "Effectiveness Period." (e) Except to the extent required by agreements with other security holders of the Corporation and its subsidiaries taken as a whole that occurs subsequent Company entered into prior to the date of the written request made by Stock Purchase Agreement, the requesting Holders, then the Demand Registration Company shall not be deemed to have been effected). (b) In the event include any securities that the requesting Holders withdraw or do are not pursue a request for a Demand Registrable Shares in any Registration and, Statement filed pursuant to this Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, 2 without the prior written consent of the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue of a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest number of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with Registrable Shares covered by such offering, subject to the Corporation's approvalRegistration Statement, which approval consent shall not be unreasonably withheld. (df) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation a majority in effecting the disposition number of the Registrable Securities Shares to be included in a manner that does not unreasonably disrupt Registration Statement pursuant to this Section 2 may, at any time prior to the public trading market for effective date of the Common Stock. (e) The Corporation will have the right Registration Statement relating to preempt any Demand Registration with such Registration, revoke such request by providing a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of Company revoking such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of request. Notwithstanding such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registrationrevocation, such requested registration will not count as a Demand Registration; provided that request shall be deemed to be a Demand Registration will pursuant to Section 2(a) unless the Holders of Registrable Shares who revoke such request shall reimburse the Company for all its out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement; provided, however, that, if such revocation was based on the Company's failure to comply in any material respect with its obligations hereunder, such reimbursement shall not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02required.

Demand Registration. (a) BuyerFurther, on its own behalf a one-time basis only, during the period commencing on the date of this Warrant and on behalf ending five (5) years after the date of the other Holders, may make up to two written requests for registration under the Securities Act of all or any part of the Registrable Securities held by the Holders (each, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing casesWarrant, provided that at such time the Corporation then is in compliance in all material respects with its obligations under this Exhibit B), then such Demand eligible to use a Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial Statement on Form S-3 or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the equivalent form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market short-form registration statement for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of the Warrant Shares pursuant to the 1933 Act, upon request by the Holder or Holders, the Corporation will promptly take all necessary steps to register under the 1933 Act on Form S-3 or equivalent form of short-form registration statement and under the securities laws of such securities states as the holders may reasonably request, such number of Warrant Shares issued and to be issued upon exercise of the Warrants requested by such Holders in their request to the Corporation. After a demand for registration has been made by a Holder or Holders of the requisite number of Warrants or Warrant Shares, the Corporation will give written notice of the demand registration to all Holders of Warrants or Warrant Shares and, on the written request of any such Holder given within twenty (20) calendar days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder), the Corporation will cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such demand registration statement. Notwithstanding anything in this Warrant to the contrary, the Corporation shall not be obligated to register the Warrant Shares under this Section 9(b) unless Holders who hold more than fifty percent (50%) of the total number of Warrants issued as part of the Series of Warrants and of any shares acquired upon exercise of such Warrants request such registration. With respect to a demand registration statement pursuant to this Section 9(b), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders' shares, and the Corporation shall use commercially reasonable efforts pay all other costs and expenses of the registration, including but not limited to effect a primary registration within 60 days all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Corporation, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Corporation shall keep effective and maintain any registration, qualification, notification, or approval specified in this Section 9(b) for such period as may be reasonably necessary for such Holder or Holders of such noticeWarrant Shares to dispose thereof and from time to time shall amend or supplement the prospectus used in connection therewith to the extent necessary in order to comply with applicable law. In The Corporation need not maintain the ensuing primary effectiveness of any such registration, qualification, notification or approval, whether or not at the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon request of the Corporation's preemption of a requested Demand RegistrationHolders, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if more than six (6) months following the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02effective date thereof.

Demand Registration. (ai) BuyerAfter the first date upon which Units held by the Holders may be redeemed until the date on which there are no Registrable Shares (as hereinafter defined) remaining, on its own behalf and on behalf of subject to the other Holdersconditions set forth in this Agreement, including without limitation the conditions set forth in Section 1(b)(ii) below, any Holder or Holders may make up request that the Company cause to two written requests for be filed a registration statement (a "Demand Registration Statement") under Rule 415 under the Securities Act relating to the sale by such Holders of their previously or concurrently issued Registrable Shares in accordance with the terms hereof. As used in this Agreement, the term "Registrable Shares" means shares of Common Stock issued or to be issued to the Holders upon redemption or in exchange for their Units, excluding (A) Common Stock for which a Registration Statement relating to the issuance or sale thereof shall have become effective under the Securities Act and which have been issued or sold, as applicable, under such Registration Statement, (B) Common Stock sold pursuant to Rule 144 under the Securities Act or (C) Common Stock which, together with all or any part of the other Registrable Securities Shares held by such Holder and any other Holder whose sales of Registrable Shares must be aggregated with sales of such Holder pursuant to Rule 144(e), is eligible for sale pursuant to Rule 144(e) under the Securities Act. Upon receipt of any such request, the Company shall give written notice of such proposed registration to all Holders (each, a DEMAND REGISTRATION)of Units and Registrable Shares. Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right right, by giving written notice to select the managing Underwriters Company within fifteen (15) business days after such notice referred to in the preceding sentence has been given by the Company to elect to have included in the Demand Registration Statement such of their Registrable Shares as each Holder may request in such notice of election. Thereupon, the Company shall use reasonable efforts to cause such Demand Registration Statement to be filed and declared effective by the SEC for all Registrable Shares which the Company has been requested to register as soon as practicable thereafter. The Company agrees to use reasonable efforts to keep the Demand Registration Statement continuously effective until the earliest of (a) the date on which the Holders no longer hold any Registrable Shares registered under the Demand Registration Statement, (b) the date on which the Registrable Shares registered under the Demand Registration Statement held by each Holder may, together with all other Registrable Shares held by such Holder and any additional investment bankers other Holder whose sales of Registrable Shares must be aggregated with sales of such Holder pursuant to Rule 144(e), be sold by such Holder pursuant to Rule 144(e) under the Securities Act or (c) the date which is six (6) months from the effective date of such Demand Registration Statement. Lexington agrees not to request more than five (5) Demand Registration Statements pursuant to this Section 1(b) and managers each Holder other than Lexington agrees not to be used in connection with such offeringrequest more than one (1) Demand Registration Statement pursuant to this Section 1(b). In addition, subject to the Corporation's approval, which approval Company shall not be unreasonably withheld. required to file and effect a new Demand Registration Statement pursuant to this Section 1(b) until a period of six (d6) The Selling Holders will inform months has elapsed from the Corporation termination of the time and manner of any disposition of registration statement with respect to Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in Shares covered by a manner that does not unreasonably disrupt the public trading market for the Common Stockprior registration request. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. (a) BuyerAt any time commencing six (6) months after the Public Offering, on its own behalf and on behalf of the other Holders, Selling Shareholders may make up to two a written requests request for registration under the Securities Act of all or any part of the Registrable Securities held owned by the Holders Selling Shareholders (eacha "Demand Registration"), PROVIDED that the Company shall not be obligated to effect (i) any Demand Registration covering less than 160,000 Registrable Shares, (ii) more than one Demand Registration pursuant to the provisions of this Section 2.1 in any twelve-month period and (iii) more than two Demand Registrations during the term of this Agreement, one of which may be exercised by ▇▇▇▇▇ International Trust LLC and one of which may be exercised by holders of a DEMAND REGISTRATIONmajority of the Registrable Securities at the time owned by the Selling Shareholders other than ▇▇▇▇▇ (the "Non-▇▇▇▇▇ Selling Shareholders"). Such Any request for a Demand Registration will specify the aggregate number of shares of Registrable Securities proposed to be sold by the Selling Shareholders making the demand and will also specify the intended method of disposition thereof. If the demand by Non-▇▇▇▇▇ Selling Shareholders is made by less than all of the Non-▇▇▇▇▇ Selling Shareholders, the Company shall give notice promptly of such demand to those Non-▇▇▇▇▇ Selling Shareholders that have not participated in such demand. If any such Non-▇▇▇▇▇ Selling Shareholders notify the Company prior to filing of any registration statement pursuant to such demand that they wish to include some or all of their Registrable Shares in such registration, such persons shall be considered Demanding Selling Shareholders (as defined herein) with respect to such registration. (b) A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability In addition, if more than 50% of the requesting Holders aggregate number of Registrable Securities requested to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, registered pursuant to this Section 2.01(a) hereof2.1 are excluded from the offering in accordance with Section 2.3, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request offering will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of is an underwritten offering. A majority in interest of , the Selling Holders Shareholders making such demand shall have the right to select the book-running managing Underwriters Underwriter and any additional investment bankers and managers managing Underwriters to be used in connection with such the offering, subject PROVIDED that such Underwriters and investment bankers must be reasonably satisfactory to the Corporation's approval, which approval shall not be unreasonably withheldCompany. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02

Demand Registration. 3.1 At any time commencing eighteen (a18) Buyer, on its own behalf and on behalf months following the closing of the other HoldersIPO, an Initiating Holder may make up to two written requests for registration under the Securities Act of request in writing that all or any part of the Registrable Securities Held by such Initiating Holder shall be registered for trading either on the securities exchange in the United States on which the IPO took place (in which case by use of Form F-3 if such form is then available to the Company), or, on any other securities exchange on which the shares of the Company are then registered for trade. Any such demand must request the registration of Ordinary Shares Held by the Initiating Holder in a minimum of three percent (3%) of the then outstanding share capital of the Company. Within twenty (20) days after receipt of any such request, the Company shall give written notice of such request to the other Holders and shall include in such registration all Registrable Securities held by all such Holders who wish to participate in such demand registration and provide the Holders Company with written requests for inclusion therein within fifteen (each15) days after the receipt of the Company’s notice. Thereupon, the Company shall effect the registration of all Registrable Securities as to which it has received requests for registration for trading on the securities exchange specified in the Initiating Holder’s request for registration. 3.2 Notwithstanding any other provision of this Agreement, in the event that in a registration that is to be underwritten the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then each Non-IDB Holder (including the Initiating Holder) wishing to participate in such registration shall be entitled to include in such registration (A) as long as such Non-IDB Holder holds more than twenty percent (20%) of its Original Holding, a DEMAND REGISTRATION). Such request will specify number of Registrable Securities, calculated by multiplying (x) the aggregate number of shares Registrable Securities to be included in such registration, by (y) a percentage that is equal to twice the percentage holding of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability such Non-IDB Holder, out of the requesting aggregate number of Registrable Securities then outstanding held by all Holders wishing to reach agreement with the Underwriters for the proposed sale on price or other customary terms for participate in such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration registration (in each including members of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit BIDB Group), then and (B) as long as such Demand Registration shall be deemed to have been effected Non-IDB Holder holds less than twenty percent (provided that if the Demand Registration does not become effective because 20%) of its Original Holding, a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition number of Registrable Securities, and agree calculated by multiplying (x) the aggregate number of Registrable Securities to reasonably cooperate with be included in such registration, by (y) a percentage that is equal to the Corporation percentage holding of Registrable Securities of such Non-IDB Holder, out of the aggregate number of Registrable Securities then outstanding held by all Holders wishing to participate in effecting such registration (including members of the disposition IDB Group). All the Holders who are members of the IDB Group (including the Initiating Holder, if applicable) wishing to participate in such registration will include in such registration a number of shares equal to the aggregate number of Registrable Securities to be included in such registration minus all the Non-IDB Holders participation calculated as above (to be allocated pro rata among such IDB Group Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. The Company shall not register securities for sale for its own account in any registration requested pursuant to this Section 3 unless permitted to do so by the written consent of Holders who hold at least fifty percent (50%) of the Registrable Securities in as to which registration has been requested. The Company may not cause any other registration of securities for sale for its own account (other than a manner that does not unreasonably disrupt the public trading market for the Common Stock. registration effected solely to implement an employee and/or consultant and/or directors benefit and/or stock incentive plan) to be initiated after a registration requested pursuant to Section 3 and to become effective less than one hundred twenty (e120) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) effective date of such intention any registration requested pursuant to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.023.

Demand Registration. (a) BuyerAt any time commencing one (1) year after the Effective Date of the Public Offering, and expiring four (4) years thereafter, the Holders of Registrable Securities representing more than 50% of such securities at that time outstanding shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Commission, on its own behalf one occasion, a registration statement and/or such other documents, including a prospectus, and/or any other appropriate disclosure document as may be reasonably necessary in the opinion of both counsel for the Company and on behalf counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Registrable Securities for nine (9) consecutive months (or such longer period of time as permitted by the Act) by such Holders and any other Holders, may make up to two written requests for registration under the Securities Act Holders of all or any part of the Registrable Securities held who notify the Company within twenty (20) days after receipt of notice by registered or certified mail from the Holders (each, a DEMAND REGISTRATION). Such request will specify the aggregate number Company of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereofsuch request. A registration will Demand Registration shall not count be counted as a Demand Registration hereunder until it has become effective. Should a such Demand Registration not become has been declared effective due to by the failure SEC and maintained continuously effective for a period of a Holder to perform its obligations under this Exhibit B at least nine months or the inability of the requesting Holders to reach agreement such shorter period when all Registrable Securities included therein have been sold in accordance with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing casesRegistration, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such a Demand Registration shall be deemed to have been effected (provided that counted as a Demand Registration hereunder if the Company ceases its efforts in respect of such Demand Registration does not become effective because at the request of the majority Holders making the demand for a reason other than a material and adverse change in the business, assets, prospects or condition (financial or otherwise), business, assets or results of operations ) of the Corporation Company and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected)whole. (b) In The Company covenants and agrees to give written notice by registered or certified mail of any registration request under this Section 7.3 by the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, majority of the Holders may reacquire to all other registered Holders of any of the Registrable Securities within ten (10) days from the date of the receipt of any such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two timesregistration request. (c) If In addition to the Selling Holders so electregistration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing one (1) year after the Effective Date of the offering, and expiring four (4) years thereafter, the offering Holders of such a majority of the Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offeringright, subject exercisable by written request to the Corporation's approvalCompany, which approval to have the Company prepare and file, on one occasion, with the Commission a registration statement or any other appropriate disclosure document so as to permit a public offering and sale for nine (9) consecutive months (or such longer period of time as permitted by the Act) by any such Holder of Registrable Securities; provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be unreasonably withheldat the expense of the Holder or Holders participating in the offering pro-rata. (d) The Selling Any written request by the Holders will inform made pursuant to this Section 7.3 shall: (i) specify the Corporation number of Registrable Securities which the Holders intend to offer and sell and the minimum price at which the Holders intend to offer and sell such securities; (ii) state the intention of the time and manner Holders to offer such securities for sale; (iii) describe the intended method of any disposition distribution of Registrable Securities, and agree to reasonably cooperate with such securities; and (iv) contain an undertaking on the Corporation in effecting the disposition part of the Registrable Securities in a manner that does not unreasonably disrupt Holders to provide all such information and materials concerning the public trading market for Holders and take all such action as may be reasonably required to permit the Common StockCompany to comply with all applicable requirements of the Commission and to obtain acceleration of the effective date of the registration statement. (e) The Corporation will have In the right to preempt event the Company receives from the Holders of any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale Registrable Securities representing more than 50% of such securities and at that time outstanding, a request that the Corporation shall use commercially reasonable efforts to Company effect a primary registration within 60 days of on Form S-3 with respect to the Registrable Securities and if Form S-3 is available for such notice. In the ensuing primary registrationoffering, the Holders will have Company shall, as soon as practicable, effect such piggyback registration rights as would permit or facilitate the sale and distribution of the Registrable Securities as are set forth specified in Section 2.02 hereofthe request. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities All expenses incurred in connection with a registration requested pursuant to this Section shall be borne by the ensuing primary offering by exercising their piggyback registration rights Company. Registrations effected pursuant to this Section 7.3(e) shall not be counted as set forth in registrations pursuant to Section 2.027.3(a) and 7.3(c) hereof.

Demand Registration. (a) BuyerFollowing the date that is thirty (30) days after the date hereof (the "Commencement Date"), on its own behalf and on behalf of the other Holders, may make up Holders collectively shall have the right to two written requests for request registration (a "Demand Registration") under the Securities Act of all or any part of such Holder's Registrable Shares pursuant to this Section 3 upon the Registrable Securities held by the Holders (each, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold terms and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due subject to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transactionterms, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation conditions and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected)limitations set forth herein. (b) At any time during the period beginning on the Commencement Date and ending on the fifth anniversary of the Commencement Date (the "Expiration Date"), a Holder or Holders holding in the aggregate at least twenty percent (20%) of the Registrable Shares may request, in writing, that the Company effect the registration of Registrable Shares owned by such Holder or Holders on any form available therefor under the Securities Act. If the Holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the event that such registration is underwritten, the requesting right of any Holder to participate in such registration shall be conditioned on such Holder's participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all other Holders. Such other Holders withdraw or do not pursue a request for a Demand Registration andshall have the right, by giving written notice to the Company within thirty (30) days after the Company provides its notice pursuant to the provisions set forth in Section 2.01(a12(b) hereof, such Demand Registration is deemed to elect to have been effected, the included in such registration such of their Registrable Shares as such Holders may reacquire request in such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum notice of two timeselection. (c) If Notwithstanding the Selling Holders so elect, preference of any Holder as to the offering method of distribution of any Registrable Shares that may be set forth in a request for registration pursuant to Section 3(b) (a "Demand Notice") or in a response to a notification by the Company of receipt of such a request (a "Company Notice"), selling Holders holding in the aggregate more than 50% of the Registrable Securities Shares requested to be included in a Demand Registration may, in their sole discretion, determine that the sale of Registrable Shares pursuant to such Demand Registration be pursuant to a firm commitment underwriting, the managing underwriter of which shall be in a nationally recognized investment banking firm selected by such selling Holders and approved by the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approvalCompany, which approval shall not unreasonably be unreasonably withheldwithheld or delayed. If the lead managing underwriter of any such underwritten public offering determines in good faith that the aggregate number of Registrable Shares to be offered exceeds the number of shares that could be sold without having an adverse effect on such offering (including the price at which the Registrable Shares may be sold), then the number of shares to be offered shall be reduced or limited in the following manner: (i) first, shares, other than Registrable Shares, requested to be included in such registration by shareholders will be excluded, (ii) second, shares that the Company desires to include in such registration will be excluded, and (iii) third, the number of Registrable Shares to be offered shall be reduced or limited in proportion to the respective numbers of Registrable Shares requested to be included by such selling Holders to the extent necessary to reduce the total number of shares to be included in such offering to the amount recommended by such lead managing underwriter. The Company shall enter into the same underwriting agreement as the selling Holders, containing representations, warranties, indemnities, and agreements reasonably acceptable to the Company and not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. (d) The Selling Holders will inform Company shall be entitled to postpone, for a reasonable period of time not in excess of 90 days after its receipt of a Demand Notice, the Corporation of the time and manner filing or effectiveness of any disposition Registration Statement, if (i) at any time prior to the filing or effectiveness of Registrable Securitiessuch Registration Statement the Company determines, in its reasonable business judgment, that such registration and agree offering would materially interfere with or otherwise materially adversely affect any material planned financing, acquisition, corporate reorganization, or other transaction or development involving the Company and (ii) the Company gives the selling Holders written notice of such postponement; provided however, that a postponement pursuant to reasonably cooperate this Section 3(d) shall be authorized only once during any twelve month period. In the event of such postponement, the Company shall file such Registration Statement as soon as practicable after it shall determine, in its reasonable business judgment, that such registration and offering will not interfere with the Corporation matters described in effecting the disposition first sentence of this Section 3(d). If the Company shall postpone the filing of any Registration Statement, selling Holders holding in the aggregate more than 50% of the Registrable Securities Shares requested to be included in a manner such Registration Statement shall have the right to withdraw their request for such registration by giving written notice to the Company within 15 days of the notice of postponement. Such withdrawal request shall be deemed to apply to all selling Holders who hold Registrable Shares that does had been requested to be included in such Registration Statement. In the event that the selling Holders withdraw their request in the foregoing manner, such request shall not unreasonably disrupt be counted for purposes of determining the public trading market for the Common Stocknumber of registrations to which Holders are entitled pursuant to clauses (i) and (ii) of Section 3(f). (e) Each selling Holder may, before any underwriting agreement relating to such selling Holder's Registrable Shares is signed or before any Registration Statement becomes effective, withdraw his or its Registrable Shares from inclusion therein, should the terms of sale not be satisfactory to such selling Holder. If selling Holders holding in the aggregate more than 50% of the Registrable Shares requested to be included in such Registration Statement so withdraw, however, such registration shall be deemed to have occurred for the purposes of clauses (i) and (ii) of Section 3(f), unless the selling Holders pay (pro rata, in proportion to the number of Registrable Shares requested to be included or in such other proportions as they may agree among themselves) within 20 days after any such withdrawal, all of the out-of-pocket expenses of the Company incurred in connection with such registration. (f) The Corporation will Company shall not be required to effect a registration pursuant to this Section 3 in any of the following circumstances: (i) the Company has previously filed two (2) registrations pursuant to this Section 3, and such registrations have been declared effective; (ii) the Company has previously filed a registration statement pursuant to this Section 3 within the twelve month period preceding the receipt of a Demand Notice, and such registration has been declared effective and no stop order has been issued by the SEC which remains in effect with respect thereto; (iii) during the period starting with the date of filing of, and ending on the date ninety (90) days following the effective date of, a registration statement in which Holders had the right to preempt any Demand Registration with participate pursuant to Section 4, including a primary registration by delivering written notice statement in which the underwriters reduced the Holders' participation pursuant to Section 4(e); (iv) if within five business thirty (30) days after receipt of a Demand Notice, the Corporation has received a request for such Demand RegistrationCompany gives notice to the Holders of the Company's intention to make an offering described in clause (iii) of such intention this Section 3(f) within ninety (90) days; or (v) the total number of Registrable Shares requested to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds be registered is less than 40% of the sale number of such securities and Registrable Shares outstanding; or (vi) the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days anticipated net aggregate offering price of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02Registrable Shares is less than $1,000,000.

Demand Registration. (a) BuyerIPO and Demand by Holders. (i) TPG, following consultation with LGP and MD, shall have the right, by delivering or causing to be delivered a written notice to the Issuer by the Majority TPG Investors, to require the Issuer to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the sale of the number of shares of Issuer Shares and Registrable Securities (if any) specified by TPG (in consultation with LGP and MD ) to be so issued and sold in an IPO (an “IPO Demand Registration”). In connection with any such IPO in which TPG is selling (or causing to be sold) Registrable Securities held by it in such IPO (whether pursuant to an IPO Demand Registration or otherwise), the Issuer shall promptly (but in no event more than five (5) Business Days after receipt of any request for an IPO Demand Registration) deliver a written notice to the other Sponsors and the MD Investors and in such event each such Sponsor and MD Investor shall have the right to participate in such offering on its own behalf a pro rata basis with TPG (it being understood that in connection with any IPO in which TPG is not selling (or causing to be sold) Registrable Securities held by it, no such notice need be sent and on behalf no Registrable Securities of the other HoldersSponsors or the MD Investors need be included in the registration for the IPO). (ii) If at any time after the Effectiveness Date, may there is no currently effective Shelf Registration Statement on file with the SEC, (i) any of the Majority TPG Investors, (ii) so long as the MD Investors then hold the Demand Threshold Amount, the Majority MD Investors or (iii) so long as LGP then holds the Demand Threshold Amount, any of the Majority LGP Investors (each of the Majority TPG Investors, the Majority MD Investors and the Majority LGP Investors, a “Demand Holder”) shall have the right to make up a written request to two written requests the Issuer for registration under the Securities Act Registration of all or any part of the Registrable Securities held by it on (x) Form S-1 or any successor form or any similar long-form registration statement (a “Long-Form Registration”), or (y) Form S-3 or any successor form or any similar short-form registration statement (a “Short-Form Registration”) if the Holders Issuer is qualified to use such short form. Any such request pursuant to clauses (each, a DEMAND REGISTRATION). Such request will specify the aggregate number i) and (ii) of shares of Registrable Securities proposed this Section 6.1(a) shall hereinafter be referred to be sold and will also specify the intended method of disposition thereof. A registration will not count as a “Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected)Registration. (b) In the event that the requesting Holders withdraw or do not pursue a ” Each request for a Demand Registration and, pursuant to Section 2.01(ashall specify (x) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any kind and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum aggregate amount of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be Registered and/or, in the form case of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested IPO Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not the number of shares of Issuer Shares to be deemed preempted issued and sold and the number of Registrable Securities (if any) to be sold, and (y) the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02intended methods of disposition thereof.

Demand Registration. (a) BuyerAt any time, on its own behalf and on behalf from time to time after the one year anniversary of the other HoldersSubscription Agreement, may make up the Holders of a majority in number of the Registrable Shares, shall have the right, by written notice (the “Demand Notice”) given to two written requests for registration the Corporation, to request that the Corporation register (a “Demand Registration”) under and in accordance with the provisions of the Securities Act of all or any part portion of such Holders’ Registrable Shares. Upon receipt of any such Demand Notice, the Corporation shall promptly, but in no event more than five (5) business days after receipt thereof, notify each other Holder of the receipt of such Demand Notice and, subject to the limitations set forth below, shall include in the proposed registration all Registrable Shares. In connection with any Demand Registration in which more than one Holder or holders of Other Shares of the Corporation participates, whether directly or through exercise of piggyback rights, in the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total amount of Shares to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Shares to be sold), then the number of Registrable Shares, Primary Shares and Other Shares (which have registration rights with respect to such offering) shall be reduced on a pro rata basis (based upon the number of shares requested or proposed to be registered by each such holder and the Corporation) to a number deemed satisfactory by such managing underwriter or underwriters, provided, that the securities to be excluded shall be determined in the sequence reflected in Section 3(b)(A). The Holders as a group shall be entitled to one Demand Registration on Form S-1, and, as a group, up to three Demand Registrations on Form S-2 or Form S-3 (or any successor form thereto); provided, that any Demand Registration that does not become effective or is not maintained for the time period required in accordance with Section 2(c) hereof shall not count as one of such Demand Registrations. (b) The Corporation shall as soon as practicable, but in no event more than 90 days after the date on which the Corporation receives a Demand Notice given by the Holders in accordance with Section 2(a) hereof, file with the SEC, and the Corporation shall thereafter use its best efforts to cause to be declared effective within 180 days following the date the Corporation receives such Demand Notice, a Registration Statement on the appropriate form for the registration and sale, in accordance with the intended method or methods of distribution, of the total number of Registrable Shares specified by the Holders in such Demand Notice together with any other Registrable Shares with respect to which the Corporation has received a written request for inclusion in accordance with Section 2(a) hereof, subject to reduction as set forth in Section 2(a) hereof. (c) The Corporation shall keep each Registration Statement filed pursuant to this Section 2 continuously effective and usable for the resale of the Registrable Securities held Shares covered therebyuntil all the Registrable Shares covered by such Registration Statement have been sold pursuant to such Registration Statement, or until such time, as in the written opinion of counsel to the Corporation, all Registrable Shares are eligible for resale under paragraph (k) of Rule 144. (d) The Corporation shall be entitled to postpone the filing of any Registration Statement otherwise required to be prepared and filed by the Corporation pursuant to this Section 2, or suspend the use of any effective Registration Statement under this Section 2, for a reasonable period of time which shall be as short as practicable, but in any event not in excess of 60 days (a “Delay Period”), if the Corporation determines in good faith that the registration and distribution of the Registrable Shares covered or to be covered by such Registration Statement would materially interfere with any pending material financing, acquisition, disposition or corporate reorganization or other material corporate development involving the Corporation or any of its subsidiaries or would require premature disclosure thereof and promptly gives the Holders written notice of such determination, containing a statement of the reasons for such postponement and an approximation of the period of the anticipated delay; provided, however, that (each, a DEMAND REGISTRATION). Such request will specify i) the aggregate number of shares days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of (x) 120 days minus (y) the number of days occurring during all Hold Back Periods and Interruption Periods during such consecutive 12 months and (ii) a period of at least 60 days shall elapse between the termination of any Delay Period, Hold Back Period or Interruption Period and the commencement of the immediately succeeding Delay Period. If the Corporation shall so postpone the filing of a Registration Statement, the Holders of Registrable Securities proposed Shares to be sold and will also specify registered shall have the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due right to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for registration by written notice given by the Demand Registration (in each Holders of a majority of the foregoing casesRegistrable Shares that were to be registered to the Corporation within 45 days after receipt of the notice of postponement or, provided that at if earlier, the termination of such Delay Period. The time period for which the Corporation is required to maintain the effectiveness of any Registration Statement shall be extended by the aggregate number of days of all Delay Periods, all Hold Back Periods and all Interruption Periods occurring during such Registration. The Corporation shall not be entitled to initiate a Delay Period unless it shall (A) concurrently prohibit sales by other securityholders under registration statements covering securities held by such other securityholders and (B) forbid purchases and sales in compliance the open market by all officers and executives of the Corporation. (e) The Holders of a majority in all material respects with its obligations under number of the Registrable Shares to be included in a Registration Statement pursuant to this Exhibit B)Section 2 may, then at any time prior to the effective date of the Registration Statement relating to such Demand Registration, revoke such request by providing a written notice to the Corporation revoking such request, in which case such request will not count, except as provided below, towards the quota of Demand Registrations to which the Holders are entitled pursuant to this Agreement. In the event of such revocation, the Holders of the Registrable Shares to be included in such Demand Registration shall reimburse the Corporation for their pro rata share (based upon the number of Shares requested or proposed to be deemed registered in such Registration) of the out-of-pocket registration expenses referred to have in Section 6 hereof incurred by the Corporation in connection with the preparation, filing and processing of the Registration Statement, unless (i) there has been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the business, assets, properties, condition (financial or otherwise), business, assets other) or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to whole, since the date time of the written request made by Demand Notice, (ii) such revocation was based on the requesting Holders, then Corporation’s failure to comply in any material respect with its obligations hereunder or (iii) the Holders of a majority in number of the Registrable Shares to be included in such Demand Registration choose to count the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest one of the Selling Holders shall have the right Demand Registrations to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted entitled pursuant to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02this Agreement.

Demand Registration. (a) Buyer, on its own behalf and on behalf Beginning as of the other HoldersCommencement Date and ending on July 24, may make up 2001, if at any time the holder or holders of Warrants to two written requests for registration purchase no less than 50 % of the Warrant Shares or holder or holders of no less than 50 % of all outstanding Warrant Shares shall request that the, Company register the offer and sale of such Warrant Shares to the public under the Securities Act Act, the Company shall file a registration statement with the Securities and Exchange Commission ("SEC") for the purpos e of all or any part registering such Warrant Shares (but not this Warrant) under the Securities Act. The request described above shall be made in writing directed to the Company at the address set forth in Section 8 of this Warrant (the Registrable Securities held by the Holders (each, a DEMAND REGISTRATION"Demand Registration Notice"). Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as Within ten days after receiving a Demand Registration until it has become effective. Should Notice, the Company shall issue a notice ("Company's Notice") informing all holders of Warrants or Warrant Shares who did not issue a Demand Registration not become effective due Notice ("Other Holders") offering to include the Warrant Shares of the Other Holders in that registration statement for sale to the failure of a public. Each Other Holder must notify the Company by no later than 10 days after the Company's Notice is sent whether that Other Holder wishes to perform include his, her or its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or Warrant Shares in the event registration statement. If any Other Holder delivers such a notice to the requesting Holders withdraw Company in a timely manner, that Other Holder's Warrant Shares will be included in the Registration Statement. If any other Holder does not inform the Company in writing that his, her or do not pursue the request for the Demand Registration (its Warrant Shares are to be included in each of the foregoing casessuch registration statement, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall Other Holder will be deemed to have waived all rights to include his, her or its Warrant Shares in the registration statement. For the purposes of this Warrant, all Warrant Shares for which a demand for registration has been effected (provided that made shall be referred to as "Subject Stock." Promptly upon receipt of a Demand Notice and the expiration of the period by which the Other Holders must submit a notice requesting inclusion of their Warrant Shares in the registration statement, the Company shall file with the SEC a registration statement on the applicable form for the registration of the Subject Stock and use its best efforts to Notwithstanding the provisions of this Section 4(a), if the Demand Registration does not become effective because Company shall furnish to the Warrantholder a certificate signed by the Chief Executive Officer of a material adverse change the Company stating that in the condition (financial or otherwise), business, assets or results of operations good faith judgment of the Corporation Board of Directors of the Company it would be seriously detrimental to the Company and its subsidiaries taken as shareholders for such a whole that occurs subsequent registration statement to the date be filed and it is therefore essential to defer a filing of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effectedregistration statement, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders Company shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with defer such offering, subject to the Corporation's approval, which approval shall filing for a period of not be unreasonably withheld. more than one hundred twenty (d120) The Selling Holders will inform the Corporation days after receipt of the request from the Warrantholder to effect such a registration; provided, however, that the Company may not utilize this right more than once in any twenty four month period; and provided, further, that the Warrantholder may, at any time and manner of any disposition of Registrable Securitiesin writing, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a withdraw such request for such Demand Registrationregistration and therefore preserve the right provided in this Section 4 (a) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of Warrantholder to request such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02.

Demand Registration. (ai) BuyerAt any time on or after the date hereof, on its own behalf and on behalf of the other Covered Holders, provided the registration rights hereunder have not lapsed as set forth in Section 7.6(i) hereof, may make up to two written requests for demand in writing that the Company effect a registration under the Securities Act of all or any part portion of the Registrable Securities then outstanding. Without limiting the foregoing, so long as the Company is S-3 Eligible, then the Covered Holders shall also have the right, on not more than one occasion every six months, to require the Company to register for offer and sale pursuant to a Registration Statement on Form S-3 if so requested by a majority of the Covered Holders (which majority shall be calculated based on the number of Registrable Securities held by all Covered Holders) all or a portion of the Registrable Securities then outstanding with an expected aggregate offering price of at least $1,000,000; provided, however, that the Covered Holders (each, a DEMAND REGISTRATION)may request registration of any amount of Registrable Securities where the request relates to all remaining Registrable Securities for the purpose of sale in the manner specified in such demand. Such request will demand shall also specify the number of Registrable Securities that the Covered Holders wish to have so registered. Each registration of Registrable Securities made pursuant to this Subsection (i) shall be a "Demand Registration." The Company shall prepare and file a registration statement on any available form of registration statement (the "Demand Registration Statement"), for the public sale of the Registrable Securities as soon as practicable; provided, however, that if the Company shall furnish to the holders of Registrable Securities participating in a Demand Registration (the "Participating Holders") a certificate signed by the Chairman or President of the Company stating that in the good faith judgment of the Board of Directors of the Company, that such Demand Registration would materially and adversely affect any proposed or pending material acquisition, merger, business combination or other material transaction involving the Company and that such disclosure is not in the best interests of the Company and its shareholders, the Company shall have the right (i) to postpone (or, if necessary or advisable, withdraw) the filing, or delay the effectiveness, of a registration statement, (ii) to fail to keep such registration statement Continuously Effective and (iii) not to amend or supplement the registration statement or included prospectus after the effectiveness of the registration statement; provided that no one such postponement shall exceed 90 days in any six-month period and all such postponements shall not exceed 120 days in the aggregate in any 12-month period. The Company shall advise the Covered Holders of any such determination as promptly as practicable. Upon written notice from the Company to the Participating Holders delivered within 30 days of a demand to register Registrable Securities under this Section 7.6(a), the Covered Holders' right to demand registration pursuant to this Section 7.6(a) shall be suspended during the period commencing 7 days prior to and ending 90 days following the effective date of a registration statement for an underwritten public offering of the Common Stock. (ii) All Participating Holders proposing to distribute securities through such registration shall enter into an underwriting agreement with the managing or lead managing underwriter in the form customarily used by such underwriter with such changes thereto as the parties thereto shall agree. If any Participating Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing or lead managing underwriter. Any Registrable Securities so withdrawn from such underwriting shall be withdrawn from such registration. (iii) Whenever a registration is demanded pursuant to this Section 7.6(a), unless a managing or lead managing underwriter objects thereto, the Company may include in such registration securities for offering by the Company and any other holder of securities, it being understood, however, that the Company's and such other holder's right of inclusion in such registration shall be subordinate to, and not pari passu with, the rights of the Participating Holders. (iv) If the managing underwriter thereof determines that the total number of shares of Registrable Securities proposed to be sold in such offering shall be limited due to market conditions or otherwise, the reduction in the total number of shares offered shall be made in accordance with Section 7.6(b)(ii). (v) The Participating Holders shall have the right to select the underwriter or underwriters and will also specify manager or managers to administer such offering; provided, however, that each Person so selected shall be acceptable to the intended method of disposition thereof. A registration will Company in its reasonable judgment. (vi) The Company shall be obligated to effect not count as a more than two Demand Registrations; provided, however, that the Covered Holders may make unlimited Demand Registration until it has become effectiverequests in accordance with Subsection (i) so long as the Company is S-3 Eligible. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability For purposes of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transactionpreceding sentence, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or otherwise), business, assets or results of operations of the Corporation and its subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). effected (bi) In the event that the requesting Holders withdraw or do not pursue a request for unless a Demand Registration andStatement with respect thereto has become effective, pursuant to Section 2.01(a(ii) hereofif after such Demand Registration Statement has become effective, such Demand Registration Statement or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason not attributable to the Participating Holders and such interference is not thereafter eliminated, (iii) if the conditions to closing specified in the underwriting agreement entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of the Participating Holders, (iv) upon the Company availing itself of Subsection (i) above or (v) the number of shares of Registrable Securities to be sold by the Covered Holders requesting a Demand Registration were reduced pursuant to Subsection (iv) above. If the Company shall have complied with its obligations under this Agreement, a right to demand a registration pursuant hereto shall be deemed to have been effected, satisfied upon the Holders may reacquire such earlier of (x) the date as of which all of the Registrable Securities included therein shall have been distributed pursuant to the Demand Registration Statement, and (such that y) the withdrawal or failure to pursue a request will not count date as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to which such Demand Registration shall be in have been Continuously Effective for a 90-day period or other period specified herein (not to exceed 120 days) following the form effectiveness of such Demand Registration Statement, provided no stop order or similar order, or proceedings for such an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offeringorder, subject to the Corporation's approval, which approval shall not be unreasonably withheldis thereafter entered or initiated. (dvii) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Holders indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation Company shall use the Company's commercially reasonable efforts to effect keep the relevant registration statement Continuously Effective, if a primary registration within 60 Demand Registration Statement, for up to 90 days or until such earlier date as of which all the Registrable Securities under the Demand Registration Statement shall have been disposed of in the manner described in the Registration Statement, or such longer period (but in no event longer than 120 days) as in the judgment of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer in accordance with plan of distribution included in such Demand Registration Statement. Notwithstanding the foregoing, if for any reason the effectiveness of a Demand Registration Statement pursuant to this Subsection is delayed or suspended or filing of the Demand Registration Statement or seeking effectiveness thereof is postponed as permitted herein, the commencement of the foregoing period shall be extended by the aggregate number of days of such notice. In the ensuing primary registrationsuspension or postponement. (viii) Except for registration statements on Forms ▇-▇, ▇-▇ or any successor thereto, the Holders Company will have such piggyback not file with the SEC any other registration rights as are set forth in Section 2.02 hereof. Upon statement with respect to its capital stock, whether for its own account or that of other stockholders, from the Corporation's preemption date of receipt of a requested Demand Registration, such requested notice from requesting holders pursuant to this Section 7.6 until the completion of the period of distribution of the registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02contemplated thereby.