Common use of Demand Registration Clause in Contracts

Demand Registration. If at any time on or after December 1, 2007, the Company receives from CBS or its permitted transferees a written request to register shares of Registrable Securities (a “Demand”), the Company shall prepare and file a Registration Statement under the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), and shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2.

Demand Registration. If (a) Subject to the conditions of this Section 4.1, if the Corporation shall receive at any time on or after December 1one hundred eighty (180) days after the effective date of an initial public offering of the Common Stock, 2007, the Company receives from CBS or its permitted transferees a written request to register shares from Investor Parties holding a majority of the Common Stock on a Fully Diluted Basis held by all Investor Parties that the Corporation file a registration statement under the Securities Act covering the registration of Registrable Securities held by the Investor Parties with an anticipated aggregate offering price (a “Demand”)net of underwriting discounts and commissions) of at least US$10,000,000, then the Corporation shall, subject to the limitations of this Section 4.1, use all commercially reasonable efforts to effect, as soon as practicable, the Company shall prepare and file a Registration Statement registration under the 1933 Securities Act covering of all Registrable Securities that the shares so requested Investor Parties request to be registered on Form S-3 or other available form in a written request. (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees)b) Notwithstanding the foregoing, and the Corporation shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall not be required to register the Registrable Securities effect a registration pursuant to this Section 1.2 in response to any Demand by CBS, provided 4.1: (i) no Demand in any particular jurisdiction in which the Corporation would be required to execute a general consent to service of process in effecting such registration, unless the Corporation is already subject to service in such jurisdiction and except as may be made by CBS until on and after December 1, 2007, required under the Securities Act; or (ii) only one Demand may be made by CBS after the Corporation has effected three (together with all permitted assignees thereof pursuant to Section 1.83) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded registrations pursuant to this Section 1.24.1, and such registrations have been declared or ordered effective; or (iii) during the period starting with the date sixty (60) days prior to the Corporation’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Corporation-initiated registration subject to Section 4.2 below, provided that any the Corporation is actively employing in good faith all commercially reasonable efforts to cause such rights registration statement to become effective; or (iv) if the Corporation shall furnish to Investor Parties a certificate signed by the Corporation’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, it would be materially detrimental to the Corporation and its stockholders for such registration statement to be effected at such time, in which event the Corporation shall have the right to defer such filing for a period of not more than sixty (60) days after receipt of the request of the Investor Parties, provided that such right shall be subject exercised by the Corporation not more than once in any twelve (12)-month period and provided further that the Corporation shall not register any securities for the account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the priority sale of CBS’s rights securities of participants in a Corporation stock plan, a registration relating to a corporate reorganization or transaction under this Section 1.2Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered).

Demand Registration. (a) If on the date that is five years and nine months after the closing of the Merger (the "Demand Registration Rights Effective Date"), the Registrable Securities owned by the Beneficial Owners constitute at least 5% of the Trust's then outstanding shares (after giving effect to the redemption of any PREIT Class B Units held by the Beneficial Owners and the issuance of the Trust's shares therefor), then, subject to Section 3(e) below, at any time beginning on or after December 1, 2007, the Company receives from CBS or its permitted transferees a written request to register shares of Demand Registration Rights Effective Date the Beneficial Owners owning Registrable Securities then outstanding may unanimously request in writing that the Trust effect the registration under the Securities Act of the Registrable Securities then outstanding pursuant to a registration statement on Form S-3 (or any similar short-form registration statement that is a “Demand”successor to Form S-3), or in the Company Trust's sole discretion, any other appropriate form. The Trust shall use commercially reasonable efforts to prepare and file a Registration Statement registration statement under the 1933 Securities Act covering within sixty (60) days of the receipt by the Trust of such request from the Beneficial Owners. The Trust shall use commercially reasonable efforts to cause such registration statement to be declared effective by the Commission as promptly as shall be reasonably practicable after it has been filed, and the Trust shall use its commercially reasonable efforts to keep such registration statement effective until the earlier of (i) such time as all Registrable Securities included in such registration statement have been disposed of pursuant to the distribution thereunder or (ii) the 30th day following the effectiveness of such registration statement. The Trust shall be obligated to effect only one such Demand Registration for the Beneficial Owners. (b) Notwithstanding Section 3(a) above, the Trust may defer the filing of or effectiveness of the registration statement required by this Section 3 for a reasonable period of time not to exceed 180 days after a request by the Beneficial Owners to effect such registration if (i) the Trust is, at such time, in the process of pursuing an underwritten public offering of equity securities and is advised by the managing underwriter(s) that such offering would in its or their opinion be adversely affected by such filing or (ii) the Trust in good faith determines that any such filing or the offering of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Trust which began prior to the date on which a request for registration was made by the Beneficial Owners hereunder. (c) If the Beneficial Owners intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Trust as part of their request made pursuant to Section 3(a) above. In such event, the right of any Beneficial Owner to include its Registrable Securities in such registration shall be conditioned upon such Beneficial Owner's participation in such underwriting and the inclusion of such Beneficial Owner's Registrable Securities in the underwriting to the extent provided herein. All Beneficial Owners proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Trust. Notwithstanding any other provision of this Section 3 to the contrary, if, in the case of a registration requested pursuant to Section 3(a) above, the managing underwriter for the offering advises the Beneficial Owners and the Trust that marketing factors require a limitation of the number of shares to be underwritten, then the Trust shall so advise all Beneficial Owners 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 pro rata among all Beneficial Owners thereof desiring to participate in such underwriting (according to the number of Registrable Securities requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so sold by each Beneficial Owner). No Registrable Securities requested by CBS a Beneficial Owner to be included in a registration pursuant to Section 3(a) shall be excluded from the underwriting unless all securities other than Registrable Securities are first excluded. (d) The Trust shall bear all Registration Expenses (as defined in Section 7 below) in connection with any demand registration pursuant to this Section 3, whether or its permitted transferees)not such registration statement becomes effective; provided, and shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or however, that if the Company Beneficial Owners request a demand registration and subsequently withdraw their request, then such Beneficial Owners shall either pay all Registration Expenses incurred in connection with such demand registration or forfeit the right to request another demand registration unless the withdrawal of such request is the result of facts or circumstances relating to the Trust that arise after the date on which such request was made and would have a Well-Known Seasoned Issuer at time material adverse effect on the offering of receipt of a Demandthe Registrable Securities. (e) Notwithstanding any other provision contained herein to the contrary, Company the Trust shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall not be required to register effect any demand registration pursuant to this Section 3 unless prior to the expiration of the thirty (30) day period commencing on the Demand Registration Rights Effective Date the Beneficial Owners (which Beneficial Owners, as required by Section 3(a) above, on the Demand Registration Rights Effective Date owned Registrable Securities which constituted at least 5% of the Trust's then outstanding shares after giving effect to the redemption of any PREIT Class B Units held by the Beneficial Owners and the issuance of the Trust's shares therefor) unanimously either (i) request in writing that the Trust immediately effect the registration under the Securities Act of the Registrable Securities then outstanding in accordance with Section 3(a) above or (ii) notify the Trust in writing of their election to preserve the future right of the Beneficial Owners to request a registration under the Securities Act of the Registrable Securities pursuant to this Section 1.2 3 above; it being understood and agreed that, in response the event the Beneficial Owners elect to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant preserve the future right to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for request a Shelf Registration Statement). The demand registration of Registrable under the Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any Act of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded Shares pursuant to this Section 1.23 during such thirty (30) day period, provided that the Trust's obligation to effect any such rights shelf registration or to keep any shelf registration statement effective pursuant to Section 2 of this Agreement shall be subject terminate immediately regardless of whether or not the Beneficial Owners thereafter exercise their right to the priority of CBS’s rights under request a demand registration pursuant to this Section 1.23.

Demand Registration. If at any time on or after December 1(a) Subject to the conditions of this Section 2.1, 2007, the Company if FS receives from CBS or its permitted transferees a written request to register shares of Registrable Securities (a “Demand”), the Company shall prepare and from Belknap that FS file a Registration Statement registration statement under the 1933 ▇▇▇▇▇▇▇ies Act covering the shares so registration of all or a part of his Registrable Securities, then FS shall use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that he has requested to be registered on Form S-3 (such request to include the number of Registrable Securities sought to be included and the intended method or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transfereesmethods of distribution of such Registrable Securities), subject to and shall use its best efforts in accordance with the terms, conditions, procedures, and limitations contained in this Agreement. Belknap may at any time prior to cause as expeditiously as possible such Registration Statement the effective date of t▇▇ ▇▇▇▇stration statement relating to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demandrequested registration under this Section 2.1 revoke his request by providing written notice to FS, Company shall cause in which case the Registration Statement to Expenses will be filed pursuant to an Automatic Shelf Registration Statement; provided that borne in no event accordance with Section 2.4. (b) FS shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall not be required to register the Registrable Securities effect a registration pursuant to this Section 1.2 in response to any Demand by CBS, provided 2.1: (i) no Demand may be made by CBS until on and after December 1, 2007, prior to the expiration of the Lock-Up Period; (ii) only after FS has effected one Demand may be made by CBS (together with all permitted assignees thereof registration pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 2.1, provided, however, that a registration shall not be deemed to have count as having been requested effected unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after until it has become effective, and unless and until Belknap shall have had the offering of opportunity to register and sell 100% ▇▇ ▇▇▇ Registrable Securities initially requested to be registered pursuant thereto, except that a registration the request for which has been revoked by Belknap shall count as having been effected unless the r▇▇▇▇▇▇▇on is based upon material adverse information concerning the business or financial condition of FS, of which Belknap was not aware at the time of his request for reg▇▇▇▇▇▇▇on; (iii) during the period starting with the date of filing of, and ending on the date 90 days following the effective date of, a registration statement pertaining to any underwritten public offering in which Belknap was given the opportunity to participate pursuant to Sect▇▇▇ 2.2; provided that FS uses commercially reasonable efforts to cause such registration statement to become effective; or (iv) during any period when FS is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not eligible to have become effective unless 80% of such Registrable Securities have been sold pursuant use Form S-3 to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of register the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2Securities.

Demand Registration. If at any time on or (a) Dynamic shall, within ninety (90) days after December 1the consummation of the Merger, 2007, the Company receives from CBS or its permitted transferees a written request to register shares of Registrable Securities cause (a “Demand”), the Company shall prepare and file a Registration Statement a) registration statement in prescribed form under the 1933 Securities Act covering with respect to a number of Shares equal to twenty- five percent (25%) of the shares so requested total Merger Consideration, rounded up to the next higher round lot, to be registered prepared and filed with the SEC and any applicable state authority, to become and remain effective as provided herein to permit the valid pubic sale of the Shares by those Holders listed in Schedule 2 attached hereto in compliance with all such applicable securities laws pursuant to a public offering, which offering shall be managed by one or more underwriters of recognized national standing in the United States on Form S-3 or other available form a firm underwriting basis mutually acceptable to Dynamic and a majority of participating Holders. (which may be a Shelf Registration Statement if so requested by CBS or its permitted transfereesb) Subject to Section 2(f), and shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that ifDynamic shall, within one hundred and twenty thirty (12030) days after the first anniversary of the consummation of the Merger, cause another registration statement in prescribed form under the 1933 Securities Act and the 1934 Exchange Act, with respect to a number of Shares equal to twenty-five percent (25%) of the total Merger Consideration, rounded up to the next higher round lot, to be prepared and filed with the SEC and any applicable state authority, to become and remain effective as provided herein to permit the valid pubic sale of the Shares by any and all Holders in compliance with all such applicable securities laws pursuant to a public offering, which offering shall be managed by one or more underwriters of recognized national standing in the United States on a firm underwriting basis mutually acceptable to Dynamic and a majority of participating Holders. (c) Subject to Section 2(f), Dynamic will give written notice of the filing of the registration statement referenced in clause (b) (which notice will include a list of jurisdictions in which Dynamic intends to attempt to qualify the offer and sale of Shares under applicable state securities laws) to each Holder at least forty-five (45) days before the anticipated filing date of the registration statement, and such notice will offer Holders the opportunity to include in such registration the number of Shares as held by each Holder as each Holder may request, and allow any Holder to participate in such offer and sale of Shares so long as such Holder notifies Dynamic of its intentions within thirty (30) days after receipt of such written notice. If the total number of Shares which Holders elect to make available for sale exceed twenty-five percent (25%) of the total Merger Consideration, each participating Holder will instead be permitted to offer for sale a reduced number of Shares determined on a proportionate basis based upon the aggregate number of Shares which the participating Holders desire to sell, which aggregate number will not exceed twenty-five percent (25%) of the total Merger Consideration. (d) Dynamic may delay the filing of the registration statement referenced in clause (b) for up to 120 days, if in the good faith judgment of Dynamic's board of directors, the financing would be detrimental to a material transaction which has been approved by Dynamic's board of directors prior to filing of the applicable registration statement, or for up to ninety (90) days if the underwriters determine that it is not possible to sell the Shares subject to the proposed registration at a price equal to or greater than ninety percent (90%) of the average market price of such Shares during the last twenty (20) trading days prior to such determination. If Dynamic delays filing of such registration statement, it must provide each Holder an opportunity to consider participating in the delayed offering by delivering new written notices pursuant to the first sentence of clause (c). (e) A registration will not be considered to be one of the demand registrations required under this Agreement unless it has become been kept continuously effective for a period of at least six (6) months following the date on which such registration was declared effective, the offering of Registrable Securities pursuant to or such registration is interfered with by any stop order, injunction or other order or requirement shorter period that will terminate when all of the SEC or other governmental agency or court, such Shares covered by the registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless terms of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback In the event that either the registration rights anticipated under clauses (a) or (b) above does not satisfy this criteria, Dynamic shall begin the registration process again in accordance with respect the provisions of this Agreement within ninety (90) days thereof; provided, that the number of Shares to any be then registered will be reduced by the number of shares sold, if any, in the previously effective registration statement demanded statements filed pursuant to this Agreement. (f) In the event either a portion of the Merger Consideration held in escrow pursuant to the Escrow Agreement executed at Closing of the Merger is returned to Dynamic or, in the alternative, if additional shares of Dynamic Common Stock other than those held in escrow are distributed to the Holders as contemplated under Section 1.22(c)(ii) of the Escrow Agreement, provided that any such rights shall be then the number of shares subject to registration pursuant to Section 2(b) of this 4 Registration Rights Agreement will be adjusted so that the priority total number of CBS’s rights under this shares of Dynamic Common Stock registered pursuant to Section 1.22(a) and 2(b) hereof will equal a total of fifty percent (50%) of the total Merger Consideration actually delivered to all Holders following completion of distributions from escrow.

Demand Registration. If at any time (i) Quantum 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 the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or after December 1methods of distribution thereof specified in the Demand Notice, 2007which may include sales on a delayed or continuous basis pursuant to Rule 415 (the “Demand Registration”). (ii) Following receipt of a Demand Notice, the Company receives from CBS shall file a Registration Statement as promptly as practicable covering all of the Registrable Securities that Quantum requests on such Demand Notice to be included in such Demand Registration in accordance with the terms and conditions of this Agreement and shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act and remain effective under the Securities Act for not less than twenty four (24) months following the Effective Date or its permitted transferees a written request such shorter period when all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, (i) that the Company shall not be required to register shares effect the registration of Registrable Securities pursuant to this Section 2(a) unless the Registrable Securities are offered at an aggregate proposed offering price of not less than $50 million and (ii) the Effectiveness Period shall be extended by one (1) day for each additional day during any Suspension Period in effect following the Effective Date applicable thereto pursuant to Section 2(a)(iv). Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect more than three (3) Demand Registrations in any twelve (12) month period. (iii) Notwithstanding any other provision of this Section 2(a), the Company shall not be required to: (A) file a Registration Statement pursuant to this Section 2(a) during the period starting with the date thirty (30) days prior to a good faith estimate by the majority of the members of the board of directors of the Company (excluding any members of the board of directors that are employees or Affiliates of Quantum)(the “Unaffiliated Board Members”), of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company initiated registration; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective; (B) effect a registration or file a Registration Statement for a period of up to one hundred twenty (120) 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 Company is engaged, or has plans to engage, within thirty (30) days of the time of such Demand Notice, in a firm commitment underwritten public offering of Common Shares), or (2) the Company 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; (C) effect a registration or file a Registration Statement for a period of up to ninety (90) days, if (1) the Unaffiliated Board Members determine such registration would render the Company unable to comply with applicable securities laws or (2) the Unaffiliated Board Members determine such registration would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (D) if the Company has filed a “Demandshelf” registration statement pursuant to a Demand Notice under this Section 2(a) and has included Registrable Securities therein (each such Registration Statement, a “Shelf Registration Statement”), the Company shall prepare be entitled to suspend, for a reasonable period of time not in excess of 45 consecutive days and file not more than 90 days in any 12 month period (except as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement under effective; provided, that the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or Company has used its permitted transferees), and shall use its reasonable best efforts to cause as expeditiously as possible such post-effective amendment to be declared effective), the offer or sale of Registrable Securities pursuant to such registration statement by any holder of Registrable Securities if (1) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder and (2) either (A) the Unaffiliated Board Members, in good faith, determine that (i) the offer or sale of any shares of Common Stock would materially impede, delay or interfere with a significant transaction under negotiation by the Company, including any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, or consolidation , (ii) after the advice of counsel, the sale of Common Shares covered by the shelf Registration Statement would require disclosure of non-public material information not otherwise required to become be disclosed under applicable law, and (iii) either (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with requirements of the Commission; or (B) the Unaffiliated Board Members, in good faith, determines that the Company is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to incorporate information into the Shelf Registration Statement for the purpose of (i) including in the Shelf Registration Statement any Prospectus required under Section 10(a)(3) of the Securities Act or (ii) reflecting in the Prospectus included in the Shelf Registration Statement any facts or events arising after the effective date of the Shelf Registration Statement (or the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth in the Prospectus (any such period referred to in this Section 2(a)(iii), a “Suspension Period”); provided, however, that (i) in no event shall the Company postpone, defer or suspend any Demand Registration pursuant to this Section 2(a)(iii) and/or Section 7(g) for more than an aggregate of one hundred twenty (120) days in any twelve (12) month period, (ii) in the event the Company postpones, defers or suspends any Demand Registration pursuant to Section 2(a)(iii)(C)(1) or (2) or Section 2(a)(iii)(D), then during such Suspension Period, the Company shall not engage in any transaction involving the offer, issuance, sale, or purchase of Common Shares (whether for the benefit of the Company or a third Person), except transactions involving the issuance or purchase of Common Shares as contemplated by Company employee benefit plans or employee or director arrangements. In order to suspend the use of the registration statement pursuant to this Section 2(a)(iii)(D), the Company shall promptly upon determining to seek such suspension, deliver to the holders of Registrable Securities included in such registration statement, a certificate signed by the Chief Executive Officer of the Company stating that the Company is suspending use of such registration statement pursuant to Section 2(a)(iii)(D), the basis therefor in reasonable detail and a good faith estimate as to the anticipated duration of such suspension. (iv) The Company may include in any such Demand Registration other Common Shares 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 Common Shares proposed to be offered in such offering would likely have an adverse effect in any material respect on the price, timing or distribution of the Company Securities proposed to be included in such offering or the market for the Common Shares, then the Registrable Securities to be sold by Quantum shall be included in such registration before any Common Shares proposed to be sold for the account of the Company or any other Person. (v) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on Form F-3 (except if the Company is a Well-Known Seasoned Issuer not then eligible to register for resale the Registrable Securities on Form F-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 Company becomes, and is at the time of its receipt of a DemandDemand Notice, Company a WKSI, the Demand Registration for any offering and selling of Registrable Securities through a firm commitment underwriting shall cause the Registration Statement to be filed effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form F-3 or any equivalent or successor form under the Securities Act (if available to the Company); provided provided, however, that in no event shall if at any time a Registration Statement on Form F-3 is effective and Quantum provides written notice to the Company be obligated that it intends to file effect an Automatic Shelf offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement prior as may be necessary in order to December 31enable such offering to take place. (vi) Without limiting Section 3, 2007. The in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), 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 states as Quantum 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 register 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 pursuant subject to this Section 1.2 in response to such Demand Registration on the Trading Market and (B) do any Demand by CBS, provided (i) no Demand and all other acts and things that may be made necessary or appropriate or reasonably requested by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant Quantum to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for enable Quantum to consummate a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% public sale of such Registrable Securities have been sold pursuant to such registration), in accordance with the intended timing and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless method or methods of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2distribution thereof.

Demand Registration. If (a) The Holders of not less than 25% of the Registrable Shares shall have, as a group, the right, exercisable at any time on or after December 1following the date that is 15 months following the date of this Agreement and from time to time thereafter, 2007, the Company receives from CBS or its permitted transferees a by written request to register shares of Registrable Securities notice (a “DemandDemand Notice”)) given to the REIT, to request the REIT forthwith to register, and the REIT shall register, under and in accordance with the provisions of the Securities Act and the terms of this Agreement, the Company sale of such number of Registrable Shares as may be specified in the Demand Notice. The Holders, as a group, shall prepare and be entitled to two Demand Registrations pursuant to this Section 2 (including Section 2(c)). Notwithstanding the foregoing, the REIT shall not be required to file a Registration Statement covering Registrable Shares with anticipated gross proceeds of less than $25,000,000 unless it covers all of the remaining Registrable Shares. (b) As promptly as reasonably practicable and in any event within 45 days after the date on which the REIT receives a Demand Notice given by the Holders in accordance with Section 2(a), if permitted under the 1933 Act covering Securities Act, the shares so requested to be registered on Form S-3 or other available form (which may be REIT shall file with the SEC a Shelf Registration Statement if which is automatically effective upon filing. If such automatically effective filing is not so requested permitted, the REIT shall file a Registration Statement with the SEC as promptly as reasonably practical and in any event within 45 days after the date on which the REIT receives a Demand Notice given by CBS or its permitted transferees), the Holders in accordance with Section 2(a) and shall use its best commercially reasonable efforts to cause as expeditiously as possible any such Registration Statement to become and remain effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the as promptly as reasonably practicable. Each such Registration Statement to shall be filed 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 the Demand Notice, which may include a “shelf” registration (a “Shelf Registration”) pursuant to an Automatic Shelf Registration Statement; provided that in no event Rule 415 under the Securities Act. (c) The REIT shall the Company be obligated use commercially reasonable efforts to file an Automatic Shelf keep effective each Registration Statement prior to December 31, 2007. The Company shall be required to register the Registrable Securities filed pursuant to this Section 1.2 in response 2, and a registration shall not count as a Demand Registration to any Demand by CBS, provided which the Holders are entitled under Section 2(a) until it has become continuously effective and usable for the resale of the Registrable Shares covered thereby (i) no Demand may be made by CBS until in the case of a Registration that is not a Shelf Registration, for a period of 180 days from the date on which the Registration Statement becomes effective under the Securities Act and after December 1, 2007, (ii) only in the case of a Shelf Registration, for a period of one Demand year from the date on which the Registration Statement becomes effective, in either case (x) until such earlier time by which all the Registrable Shares covered by such Registration Statement have been sold pursuant to such Registration Statement, and (y) as such period may be made by CBS (together with all permitted assignees thereof extended pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 2. Notwithstanding the foregoing, a registration shall not be deemed to have been requested unless count as a Demand Registration under Section 2(a) if (A) after such registration becomes effective (provided that if, within one hundred and twenty (120) days after it Demand Registration has become effective, such registration or the offering related offer, sale or distribution of Registrable Securities pursuant to such registration Shares thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or courtcourt for any reason not attributable to the Holders initiating such Demand Registration and such interference is not thereafter eliminated or (B) the conditions specified in the underwriting agreement, if any, entered into in connection with such registration will be deemed Demand Registration are not to have become effective unless 80% satisfied or waived, other than by reason of a failure by the Holders initiating such Demand Registration, and as a result of any such circumstances described in (A) or (B), no Registrable Securities have been Shares are sold pursuant to such registration; provided, that if (1) the offer, sale or distribution covered by the Registration Statement filed pursuant to the Demand Registration is a continuous offering of Registrable Securities, (2) such continuous offering, after being commenced as described in the Registration Statement, has not been postponed or interrupted (other than by reason of the circumstances described in (A) or (B)) and (3) at the time of such registration, and if the registration has remained effective for one hundred and twenty (120) days without Common Shares are not listed on a national securities exchange or included on the Nasdaq Stock Market, then following such interference such registration shall be deemed to have been requested regardless of whether any of the not count as a Demand Registration unless all Registrable Securities requested to be included in such Demand Registration are ultimately sold pursuant to such registration. Registration Statement. (d) The Company may grant piggyback registration rights with respect REIT shall be entitled to postpone the filing of any registration statement demanded Registration Statement otherwise required to be prepared and filed by the REIT pursuant to this Section 1.22, provided or to suspend the use of any effective Registration Statement under this Section 2, for a reasonable period of time, but not in excess of 45 days (a “Delay Period”), if: (i) the Board of Directors of the REIT (the “Board of Directors”), acting through those directors who have no direct or indirect beneficial or pecuniary interest in any Registrable Shares, determines in good faith that the registration and distribution of the Registrable Shares covered or to be covered by the Registration Statement would materially adversely affect the REIT and its subsidiaries taken as a whole because it would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the REIT or any of its subsidiaries and the REIT promptly gives the Holders written notice of such determination, containing a reasonably detailed statement of the reasons for such postponement or suspension and an approximation of the period of the anticipated delay; or (ii) prior to the Registration Statement being declared effective by the SEC, the REIT proposes to file a registration statement on Form S-11 under the Securities Act providing for the first public offering of Common Shares concurrent with the listing or, approval for listing, of the Common Shares on a national securities exchange or inclusion or, approval for inclusion, of the Common Shares on the Nasdaq Stock Market (such registration statement, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “IPO Registration Statement”), and the REIT promptly gives the Holders written notice (including notifying each Holder of the identity of the managing underwriters of such initial public offering), within five Business Days after such filing; Notwithstanding anything to the contrary contained herein, the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed a total of 90 days. If the REIT shall so postpone or suspend the filing of a Registration Statement, the Holders of a majority of the Registrable Shares to be registered shall have the right to withdraw the request for registration by giving written notice to the REIT within 45 days after receipt of the notice of postponement or suspension (and, in the event of such withdrawal, such request shall not be counted as a Demand Registration to which the Holders are entitled pursuant to this Section 2). The time period for which the REIT is required to maintain the effectiveness of any Registration Statement pursuant to this Section 2 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 REIT shall not be entitled to initiate a Delay Period unless it shall concurrently (A) prohibit sales by other security holders under registration statements (other than Special Registration Statements, as defined below) filed by the REIT covering securities held by such other security holders and (B) in accordance with the REIT’s policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the REIT, subject to permitted exceptions stated in a formal policy adopted by the Board of Directors. The REIT may not postpone or suspend a filing pursuant to this Section 2 more than three times in any 12 month period and a period of at least 45 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. (e) Each of the Holders (other than the Holders initiating the relevant Demand Registration under Section 2(a)) may offer such Holder’s Registrable Shares under any such rights Demand Registration pursuant to this Section 2(e). The REIT shall be (i) as promptly as practicable but in no event later than five days after the receipt of a Demand Notice, give written notice thereof to all of the Holders (other than the Holders initiating such Demand Registration), which notice shall specify the number of Registrable Shares subject to the priority Demand Notice, the names and notice information of CBSthe Holders initiating such Demand Registration, the intended method of disposition of such Registrable Shares and any other information that at the time would be appropriate to include in such notice and (ii) subject to Section 2(f), include in the Registration Statement filed pursuant to such Demand Registration all of the Registrable Shares requested by such Holders for inclusion in such Registration Statement from whom the REIT has received a written request for inclusion therein within ten days of the receipt by such Holders of such written notice referred to in clause (i) above. Each such request by such Holders shall specify the number of Registrable Shares proposed to be registered and such Holder shall send a copy of such request to the Holders initiating such Demand Registration. The failure of any Holder to respond within such ten (10) day period referred to in clause (ii) above shall be deemed to be a waiver of such Holder’s rights under this Section 1.22(e) with respect to such Demand Registration. Any Holder may waive its rights under this Section 2(e) prior to the expiration of such ten day period by giving written notice to the REIT, with a copy to the Holders initiating such Demand Registration. If a Holder sends the REIT a written request for inclusion of part or all of such Holder’s Registrable Shares in a registration, such Holder shall not be entitled to withdraw or revoke such request without the prior written consent of the REIT in its sole discretion unless, as a result of facts or circumstances arising after the date on which such request was made relating to the REIT or to market conditions, such Holder reasonably determines that participation in such registration would have a material adverse effect on such Holder. (f) Unless otherwise contractually required to do so, the REIT 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 of the Registrable Shares outstanding, such consent not to be unreasonably withheld or delayed. If the offering is a firm commitment underwritten offering and the managing underwriter or underwriters participating in such offering advise the REIT that the total amount of securities requested to be included in such offering exceeds the amount which can be sold in such offering (the “Holder Target Amount”) without materially delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the number of Registrable Shares to be included in the offering described in this Section 2(f) may be reduced to the extent required to ensure the aggregate size of the offering does not exceed the Holder Target Amount, based on the following priorities: the REIT shall include in such registration first, the Registrable Shares of the Holders requested to be included therein (whether pursuant to Section 2(a) or 2(e)), and second (to the extent the amount of such securities to be sold by such other Persons is less than the Holder Target Amount), the Common Shares requested to be included in such registration by one or more such Persons, pro rata among such Persons on the basis of the number of Common Shares owned by each such Person. Notwithstanding the above, the REIT (i) shall not grant, or permit any Person to exercise, registration rights in respect of a Demand Registration initiated by one or more Holders if such Holder or Holders advise the REIT when they request the Demand Registration that (x) the distribution that is the subject of the Demand Registration will be a continuous offering and (y) the distribution will be effected through one or more broker-dealers that is an Affiliate of the Advisor Parent and (ii) represents and warrants that no Person has any such right of the type described in clause (i) as of the date hereof.

Demand Registration. (a) If at any time on or after December 1, 2007the date hereof, the Company receives from CBS or its permitted transferees a written request to register shares notice from the Holder(s) of at least a majority of the Registrable Securities (a the “DemandDemand Notice”), the Company shall shall, on or prior to the Filing Date, prepare and file with the SEC a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement shall be on Form F-3 (or, if Form F-3 is not then available to the Company, on such form of Registration Statement as is then available to effect a registration for resale of the Registrable Securities). The Company shall use its best efforts (i) to cause such Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof, but in any event prior to the Effective Date, and (ii) to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date on which all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 (the “Effective Period”). The Company shall telephonically request the effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 5:00 p.m. Eastern Time on the Effective Date. The Company shall not be required to (A) take any action to effect any registration pursuant to this Section 3.1(a) after the Company has effected three (3) registrations pursuant to this Section 3.1(a) and each registration has been declared effective or (B) effect more than one (1) registration pursuant to this Section 3.1(a) in any six-month period to the extent the Company has not suspended use of the Registration Statement or Prospectus therein pursuant to Section 3.1(d); provided, however, the Holders shall not be subject to the restrictions on registration set forth in (A) and (B) above upon any breach by the Company or any of its Subsidiaries of the obligations under Section 6.4 or commencement by any Governmental Authority of an investigation into the Company or any of its Subsidiaries for any corruption or bribery allegation. (b) If the Company is unable to Register all of the Registrable Securities for resale under Rule 415 due to limits imposed by the SEC’s interpretation of Rule 415, the Company will file a Registration Statement under the 1933 Securities Act with the SEC covering the shares so requested resale by the Holders of such lesser amount of the Registrable Securities as the Company is able to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), Register pursuant to the SEC’s interpretation of Rule 415 and shall use its best efforts to cause as expeditiously as possible have such Registration Statement declared effective as promptly as possible and, when permitted to become do so by the SEC, to file subsequent Registration Statement(s) under the Securities Act with the SEC covering the resale of any Registrable Securities that were omitted from previous Registration Statement(s) and use its best efforts to have such registration declared effective or if as promptly as possible thereafter. In furtherance of the Company’s obligations set forth in the preceding sentence, the Parties agree that in the event that any Holder shall deliver to the Company a written notice at any time after the later of (x) the date which is a Well-Known Seasoned Issuer at time six months after the Effective Date of the latest Registration Statement filed pursuant to Section 3.1(a) or Section 3.1(b), as applicable, or (y) the date on which all Registrable Securities Registered on all of the prior Registration Statements filed pursuant to Section 3.1(a) or Section 3.1(b) are sold, that the Company shall file, within thirty (30) days following the date of receipt of a Demandsuch written notice, Company shall cause the an additional Registration Statement to be filed pursuant to an Automatic Shelf Registering all Registrable Securities that were omitted from the initial Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. . (c) The Company shall pay all expenses associated with each registration (other than underwriting discounts and commissions related to the sale of Registrable Securities), including all registration and filing fees, printing, duplicating, word processing, facsimile and delivery expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements of one counsel representing all Holders participating in the registration, “blue sky” fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company). Notwithstanding the above, the Company shall not be required to register pay for any expenses of any registration proceeding begun pursuant to Section 3.1(a) if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities Then Outstanding to be Registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities Then Outstanding agree to forfeit their right to one (1) corresponding registration pursuant to Section 3.1(a); provided, however, if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company not known to the Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses and such registration shall not constitute the use of a demand registration pursuant to Section 3.1(a). All underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities pursuant to this Section 1.2 Agreement shall be borne by the holders of the securities Registered pro rata on the basis of the number of shares Registered. (d) In the event that, in response the reasonable judgment of the Company, it is advisable to any Demand by CBS, provided (i) no Demand may suspend use of a Registration Statement or Prospectus therein due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant detrimental to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effectivethe Company, the offering Company shall notify the Holders in writing to such effect, and, upon receipt of such notice, the Holders shall immediately discontinue any sales of Registrable Securities pursuant to such registration is interfered with Registration Statement or Prospectus until the Holders have received copies of a supplemented or amended Prospectus or until the Holders are advised in writing by the Company that the then current Prospectus may be used and has received copies of any stop orderadditional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. Notwithstanding anything to the contrary herein, injunction or other order or requirement the Company shall not exercise its rights under the preceding sentence to suspend sales of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities for a period in excess of forty-five (45) consecutive calendar days during any 12-month period; provided, however, no suspension period may begin until at least twelve (12) months have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether passed since any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2previous suspension period.

Demand Registration. If (a) Subject to the terms and conditions set forth in this Article VII, if, at any time on or after December 1, 2007, the Company receives from CBS or its permitted transferees shall receive a written request from one or more Holders to register shares not less than 25% of the total outstanding Registrable Securities (a “Demand”)held by all such Holders, and such notice requests registration under the Securities Act of such Registrable Securities by the Company, the Company shall prepare and file a Registration Statement under use its Best Efforts to cause such the 1933 Act covering the shares so requested Registrable Securities identified in such notice to be registered as soon as reasonably practicable, on Form S-3 or other available such appropriate form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), and shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demandin its discretion shall determine, Company shall cause so as to permit the Registration Statement to be filed sale thereof pursuant to an Automatic Shelf Registration Statementunderwritten offering; provided, however, that such requests shall express the present intention of the Holders to offer or cause the offering of such Registrable Securities for distribution. The Company's obligation to use its Best Efforts to cause Registrable Securities to be registered in accordance with this Section 7.2(a) is subject to each of the following limitations, conditions and qualifications: (i) The Company shall not be required to register any Registrable Securities which amount the Holder is able to qualify for sale under Rule 144 or otherwise within a three-month period, or under a comparable rule or regulation, provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register all Registrable Securities in excess of such amount so qualified under Rule 144 or otherwise. (ii) If the Company shall have previously given notice of a registration (other than a registration statement on Form S-4 or S-8 or similar form) to the Holders pursuant to Section 7.3, then the Company shall not be required to effect any registration requested pursuant to Section 7.2(a) for a period of 90 days from the date of such prior notice; provided, however, that if the registration which was filed in connection therewith becomes effective within such 90-day period, such 90-day period shall be extended for such period (not to exceed 45 days after the effective date of such registration statement) as may be required pursuant to the terms and conditions of any underwriting agreement entered into in connection with such proposed registration. (iii) The Company may postpone for a reasonable period of time, not to exceed 120 days, the filing or the effectiveness of a registration required pursuant to Section 7.2(a) if the Board of Directors of the Company in good faith determines that (A) such registration right may have a Material Adverse Effect on any plan or proposal by the Company or any of its subsidiaries with respect to any financing, acquisition, recapitalization, reorganization or other material transaction, or (B) the Company is in possession of material non-public information that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or in progress or in other material adverse consequences to the Company; provided, however, that, the Company shall not have the right to obtain such a postponement more than once in any 365-day period; and provided, further, that as soon as the conditions permitting such delay no longer apply, the Company shall give notice of that fact to the Holders, and shall proceed with the registration unless the Holders shall have elected, at any time prior to the close of business on the fifth business day after the Company has so notified the Holders, to withdraw their request for registration, and such withdrawn request shall not constitute a request hereunder. (iv) The Company shall not be required to effect any registration pursuant to Section 7.2(a) unless such registration relates to Company Securities representing at least 25% of the Registrable Securities held by all Holders. (v) The obligation of the Company to register Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided 7.2(a) shall expire after four registration statements (which may consist of (i) no Demand may be made by CBS until on more than two S-1 registration statements and after December 1, 2007, (ii) only one Demand may be made up to four S-3 registration statements) filed by CBS (together with all permitted assignees thereof reason of a request pursuant to Section 1.87.2(a) in shall have become effective. (vi) The Company shall maintain the effectiveness of any calendar year and registration statement filed pursuant to this Section 7.2 for such period up to ninety (iii90) only four (4) Demands days as may be made requested by CBS hereunder (which shall include any Demand for a Shelf Registration Statement)the Holders in their demand request. The registration Any obligation of the Company to register Registrable Securities under this Section 1.2 7.2 shall not be deemed to have satisfied when a registration statement covering such shares has been requested unless such registration becomes declared effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred the period specified above. (b) The Company may elect to include in any registration requested pursuant to Section 7.2(a) any additional Company Securities which it shall determine so to include and twenty (120) days without such interference the consent of the Holders shall not be required with respect thereto. Notwithstanding the foregoing, if the managing underwriter for such registration shall advise the Company in writing that, in its opinion, the number of securities proposed to be deemed included in such registration should be limited due to market conditions, then the Company shall not have the right to include any additional Company Securities in such registration unless and until all Registrable Securities covered by the demand notice submitted by the Investor have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to included in such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to For purposes of this Section 1.27.2(b), provided that additional Company Securities sought to be included in any such rights demand registration by the Company shall include any securities proposed to be subject to sold by the priority of CBS’s rights under this Section 1.2Company for its own account.

Demand Registration. If (a) Subject to the terms and conditions of this Agreement, including Sections 2(c), 2(d) and 2(g), if at any time on or after December 1, 2007, the Company receives from CBS or its permitted transferees a written request to from any Investor that the Company register shares of under the Securities Act Registrable Securities (a “Demand”)Securities, then the Company shall prepare and file file, as promptly as reasonably practicable but no later than the applicable Filing Deadline, a Registration Statement registration statement under the 1933 Securities Act covering the shares so requested all Registrable Securities that such Investor requests to be registered registered. For the avoidance of doubt, CoyCo 1 and CoyCo 2 may make such a request for registration jointly, in which case each of CoyCo 1 and CoyCo 2, acting together, will be treated as the Investor requesting registration. The registration statement shall be on Form S-3 or other available (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form (which may for such purpose) and, if the Company is a WKSI as of the Filing Deadline, shall be a an Automatic Shelf Registration Statement if so requested by CBS Statement. The Company shall use its commercially reasonable efforts to cause the registration statement to be declared effective or its permitted transferees)otherwise to become effective under the Securities Act as soon as reasonably practicable but, in any event, no later than the Effectiveness Deadline, and shall use its best commercially reasonable efforts to cause as expeditiously as possible keep the registration statement continuously effective under the Securities Act until the earlier of (1) the date on which such Registration Statement to become Investor notifies the Company in writing that the Registrable Securities included in such registration statement have been sold or the offering therefor has been terminated or (2) three years if the Company registered for resale the Registrable Securities on Form S-3 in satisfaction of such demand or (z) fifty (50) Business Days following the date on which such registration statement was declared effective or by the SEC, if the Company is neither a Well-Known Seasoned Issuer at time WKSI nor then eligible to use Form S-3 and registered for resale the Registrable Securities on Form S-1 or other applicable form in satisfaction of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statementsuch demand; provided that each period specified in no event clause (2) of this sentence shall be extended automatically by one (1) Business Day for each Business Day that the use of such registration statement or prospectus is suspended by the Company be obligated pursuant to file any Suspension Period, pursuant to (e) or pursuant to Section 5(i). (b) If any Investor intends to distribute the Registrable Securities covered by such Investor’s request by means of an Automatic Shelf Registration Statement prior underwriting, (i) such Investor shall so advise the Company as a part of its request made pursuant to December 31Section 2(a) and (ii) such Investor shall have the right to appoint the book-running, 2007managing and other underwriter(s) in consultation with the Company. (c) IHC shall have the right to effect only one demand registration pursuant to a registration statement on Form S-3 only pursuant to this Section 2. The Company shall not be required to register the Registrable Securities effect a demand registration at TCP-ASC’s request pursuant to this Section 1.2 in response 2 (A) unless the number of Registrable Securities requested to any Demand be registered hereunder represents the lesser of 7% of the then-outstanding Common Stock, or, if the Investor reasonably determines that it is an “affiliate” pursuant to Rule 144 of the Securities Act (or is otherwise subject to volume or manner of sale restrictions pursuant to Rule 144 of the Securities Act), the number of Registrable Securities owned by CBS, provided the Investor and (B) (i) after the Company has effected five registrations at TCP-ASC’s request pursuant to this Section 2 after the date hereof (of which no Demand more than three may be made on a form other than Form S-3), and each of such registrations has been declared or ordered effective and kept effective by CBS until on and after December 1, 2007, the Company as required by Section 5(a); or (ii) only more than three times at TCP-ASC’s request during any twelve month period. (d) The Company shall not be required to effect a demand registration at CoyCo 1’s or CoyCo 2’s request pursuant to this Section 2 (A) unless the number of Registrable Securities requested to be registered hereunder represents the lesser of 7% of the then-outstanding Common Stock, or, if the Investor reasonably determines that it is an “affiliate” pursuant to Rule 144 of the Securities Act (or is otherwise subject to volume or manner of sale restrictions pursuant to Rule 144 of the Securities Act), the number of Registrable Securities owned by the Investor and (B) (i) after the Company has effected an aggregate of four registrations at the request of CoyCo 1 or CoyCo 2 pursuant to this Section 2 (of which no more than one Demand may be made on a form other than Form S-3), and each of such registrations has been declared or ordered effective and kept effective by CBS the Company as required by Section 2(a); or (together with all permitted assignees thereof ii) more than three times at CoyCo 1 and CoyCo 2’s request during any twelve month period; provided, that, notwithstanding the limitation in clause (i), CoyCo 1 and CoyCo 2 shall, acting together, have the right to require the Company to effect an additional demand registration if CoyCo 1 and CoyCo 2 are, in the aggregate, unable to sell at least 85% of the Common Stock they desire to sell in any particular offering as a result of an Underwriter Cutback. For the avoidance of doubt, any registration requested jointly by CoyCo 1 and CoyCo 2 shall count as a single registration for purposes of this Section 2(d). (e) Notwithstanding anything to the contrary in this Agreement, (1) upon notice to the demanding Investor and any Investor that has provided a Sales Notice pursuant to Section 1.86(a), the Company may delay the Filing Deadline and/or the Effectiveness Deadline with respect to, or suspend the effectiveness or availability of, any registration statement for up to ninety (90) days in the aggregate in any calendar year twelve-month period (a “Suspension Period”) if the Company would have to make an Adverse Disclosure in connection with the registration statement; provided that any suspension of a registration statement pursuant to Section 6(b) shall be treated as a Suspension Period for purposes of calculating the maximum number of days of any Suspension Period under this (e); and (iii2) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed upon notice to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effectivethe demanding Investor, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights delay the Filing Deadline and/or the Effectiveness Deadline with respect to any registration statement demanded for a period not to exceed thirty (30) days prior to the Company’s good faith estimate of the launch date of, and ninety (90) days after the closing date of, a Company initiated registered offering of equity securities (including equity securities convertible into or exchangeable for Common Stock and any offering of equity securities that triggers rights under Section 5 of the TCP-ASC Investor Rights Agreement or the CoyCo Investor Rights Agreement); provided that (i) the Company is actively employing in good faith all commercially reasonable efforts to launch such registered offering throughout such period, (ii) such demanding Investor is afforded the opportunity to include Registrable Securities in such registered offering in accordance with Section 3) and (iii) the right to delay or suspend the effectiveness or availability of such registration statement pursuant to this Section 1.2clause (2) shall not be exercised by the Company more than twice in any twelve-month period and not more than ninety (90) days in the aggregate in any twelve-month period. If the Company shall delay any Filing Deadline pursuant to this clause (e), provided that such demanding Investor may withdraw the demand therefor at any time so long as such rights shall be subject delay is then continuing by providing written notice to the priority of CBS’s Company to such effect, and any demand so withdrawn shall not count as a demand for registration for any purpose under this Section 2, including Section 2(c) and 2(d). (f) Notwithstanding anything to the contrary in this Agreement, LifePoint shall not have any rights under this Section 1.22.

Demand Registration. If (a) If, at any time on or commencing six (6) months after December 1, 2007, the Company receives from CBS or its permitted transferees a written request to register shares date of Registrable Securities (a “Demand”)consummation of the Initial Public Offering, the Company shall prepare and file receive a Registration Statement written request from Oak Hill (the “Requesting Stockholder”) that the Company effect the registration under the 1933 Securities Act covering the shares so requested to be registered on Form S-3 of all or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees)any portion of such Requesting Stockholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least fifteen (15) Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Stockholders and thereupon shall use its best efforts to cause effect, as expeditiously as possible such Registration Statement to become effective or if possible, the Company is a Well-Known Seasoned Issuer at time registration under the Securities Act of receipt of a Demand, Company shall cause all Registrable Securities for which the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. Requesting Stockholder has requested registration under this Section 5.01. (b) The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 liable for and pay all Registration Expenses in response to any connection with each Demand by CBSRegistration, provided regardless of whether such Registration is effected. (ic) no A Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested occurred: (i) unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 120 days (or such shorter period in which all Registrable Securities of the Requesting Stockholder included in such registration becomes effective (have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, within one hundred and twenty (120) days after it has become such registration statement becomes effective, the offering of Registrable Securities pursuant to (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80court and (2) less than 75% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities included in such registration statement have been sold thereunder; or (ii) if the Maximum Offering Size (as defined below) is reduced in accordance with Section 5.01(d) such that less than 50% of the Registrable Securities of the Requesting Stockholders sought to be included in such registration are ultimately included. (d) If a Demand Registration involves a Public Offering and the managing underwriter advises the Company and the Requesting Stockholders that, in its view, the number of Company Securities that the Requesting Stockholder and the Company propose to include in such registration exceeds the largest number of shares that can be sold pursuant to without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject in the priority listed below, up to the priority of CBS’s rights under this Section 1.2Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the Requesting Stockholders, and (ii) second, all Registrable Securities proposed to be registered by the Company.

Demand Registration. If at (a) At any time on or after December 1, 2007following the Effective Date, the Selling Shareholder shall have the right to request in writing (which request shall specify the Registrable Securities intended to be disposed of and the intended method of distribution thereof) that the Company receives from CBS or its permitted transferees register any and all of the Selling Shareholder’s Registrable Securities by filing with the SEC a written request to register shares of registration statement covering such Registrable Securities (a “DemandDemand Registration Statement”). Upon the receipt of such a request, the Company shall prepare and file shall, not later than the 45th calendar day after the receipt of such a request, cause to be filed a Demand Registration Statement providing for the registration under the 1933 Securities Act covering of the shares Registrable Securities which the Company has been so requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested register by CBS or its permitted transferees)the Selling Shareholder, to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended methods of distribution thereof specified in such request, and shall use its best efforts to cause as expeditiously as possible have such Demand Registration Statement declared effective by the SEC or otherwise become effective as soon as practicable thereafter (but in no event later than the 75th calendar day after the receipt of such a request) and to keep such Demand Registration Statement continuously effective for 120 calendar days following the date on which such Demand Registration Statement is declared effective by the SEC or has otherwise become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register such shorter period terminating when all the Registrable Securities covered by such Demand Registration Statement have been sold pursuant thereto (including, if necessary, by filing with the SEC a post-effective amendment or a supplement to this Section 1.2 in response to the Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form under the Securities Act used by the Company for such Demand Registration Statement or by the Securities Act, any state securities or “blue sky” laws, or any other rules and regulations thereunder). The registration of Registrable Securities under this Section 1.2 . (b) A Demand Registration Statement shall not be deemed not to have become effective (and the related registration shall be deemed not to have been requested effected) unless such registration it has been declared effective by the SEC or otherwise becomes effective (as provided by the Securities Act; provided, however, that if, within one hundred and twenty (120) days after it has become been declared (or becomes) effective, the offering of any Registrable Securities pursuant to such registration Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, court (other than any such registration will stop order or injunction issued as a result of the inclusion in such Demand Registration Statement of any information supplied in writing to the Company for inclusion therein by the Selling Shareholder) such Demand Registration Statement shall be deemed not to have become effective unless 80effective. (c) The Selling Shareholder may only make five demands under Section 2(a). Any demand by the Selling Shareholder under Section 2(a) shall be for the registration of at least (i) 5% of the total number of Common Shares of the Company outstanding at the time such Registrable Securities have been sold pursuant to such registration), demand is made; and if (ii) the registration has remained effective aggregate public offering price for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities included in such demand (based on the closing sale price of the Common Shares on the NYSE, or such other exchange or market on which the Common Shares are ultimately sold principally listed or quoted, if the Common Shares cease to be listed on the NYSE, on the last trading day prior to the delivery of the request) shall be at least $250,000,000. (d) If the Selling Shareholder desires to sell Registrable Securities in an Underwritten Offering pursuant to such registration. The a Demand Registration Statement filed under this Section 2, the underwriter(s), including the managing underwriter(s), shall be selected by the Selling Shareholder, which underwriter(s) and managing underwriter(s) shall be reasonably satisfactory to the Company. (e) No other Person, including the Company may grant piggyback registration rights with respect or any subsidiary of the Company, shall be permitted to offer securities under any registration statement demanded Demand Registration Statement filed pursuant to this Section 1.2, provided that any such rights shall be subject to 2 unless the priority of CBS’s rights under this Section 1.2Selling Shareholder consents in writing.

Demand Registration. If at any time on (a) On or after December 1April 10, 20072003, upon written notice of the Holders of a majority of the then outstanding Registrable Securities (on a common stock equivalent basis) requesting that the Company receives from CBS or its permitted transferees effect a written request to register shares registration under the Securities Act of Registrable Securities and specifying the intended method or methods of distribution thereof (which may include a “Demand”continuous or delayed offering), the Company shall prepare and file a Registration Statement under the 1933 Act covering the shares so requested to be registered on Form S-3 under the Securities Act, or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees)appropriate Form in the event Form S-3 is not available, covering the Registrable Securities then outstanding and shall use its best commercially reasonable efforts to cause as expeditiously as possible such Registration Statement to become effective or if as expeditiously as possible and to remain effective until the Company is a Well-Known Seasoned Issuer at time earlier to occur of receipt of a Demand, Company shall cause (i) the date on which all Registrable Securities covered by such Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall have been sold and the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register distribution contemplated thereby has been completed or (ii) the date by which all the Registrable Securities covered thereby may be sold under Rule 144(k) (the "Effectiveness Period"); provided, however, that the Purchaser shall not, pursuant to this Section 1.2 in response 6.1, be entitled to any Demand by CBS, provided sell more than twenty-five percent (i25%) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) of the aggregate number of Registrable Securities acquired at the Closing in any calendar quarter, or if the Company's fiscal year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include is not the calendar year, any Demand for a Shelf Registration Statement)fiscal quarter of the Company. The A demand registration of Registrable Securities under requested pursuant to this Section 1.2 shall 6.1(a) will not be deemed to have been requested effected unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it the Registration Statement relating thereto has become effective, effective under the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), Act and if the registration has remained remains effective for one hundred and twenty the period described above. (120b) days without such interference such A Holder (including the Purchaser) or Holders requesting a registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.26.1(a) may, provided 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. (c) The Company and any Other Approved Holder may include its securities in any demand registration effected pursuant to this Section 6.1; provided, however, that any if the managing underwriter(s) or the representative(s) of the several underwriters (the "Managing Underwriter") of a proposed underwritten public offering of Common Stock advises the Holder or Holders intending to participate in such rights offering in writing that the total amount or kind of securities which such Holders, the Company and such Other Approved Holders intend to include in such offering is sufficiently large to materially adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of the Other Approved Holders shall be subject reduced pro rata among such Other Approved Holders to the priority extent necessary to reduce the total amount or kind of CBS’s rights under this Section 1.2securities to be included in such proposed public offering to the amount or kind recommended by such Managing Underwriter and, if such reduction results in no securities being offered for the accounts of the Other Approved Holders in such proposed public offering, then the amount or kind of securities to be offered for the account of the Company shall be reduced to the extent necessary to reduce the total amount or kind of securities to be included in such proposed public offering to the amount or kind recommended by such managing underwriter or underwriters.

Demand Registration. If at 2.1.1 At any time on time, a holder or after December 1, 2007, the Company receives from CBS or its permitted transferees a written request to register shares holders of Registrable Securities (holding in the aggregate at least 50% of the then existing Registrable Securities may make a “Demand”)one-time written demand upon the Company, to file, within 60 days after such written demand is made, with the Company shall prepare and file Commission a Registration Statement under the 1933 Act registration statement covering the resale of the Registrable Securities, and any other shares so requested subject to be registered "piggy back" registration rights the holders of which comply with the requirements under any other registration rights agreements, on Form S-1, S-2 or S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees▇▇▇ "▇▇▇istration Statement"), and . The Company shall use its reasonable best efforts to cause as expeditiously as possible such Registration Statement to become effective or if as soon as practicable and to cause the Registrable Securities to be qualified in such state jurisdictions as the holders may reasonably request. 2.1.2 Except as set forth herein, the Company shall take all reasonable steps necessary to keep the Registration Statement current and effective until the lesser of: (i) two years and (ii) until the Registrable Securities are transferable pursuant to Rule 144 under the Securities Act without the volume limitations set forth in such rule. 2.1.3 If at any time the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause requested to file the Registration Statement pursuant hereto, the Company (i) has previously initiated bona fide discussions with underwriters in preparation for a public offering of its securities and its underwriters reasonably believe (as evidenced by a letter to the Company) that such public offering would be materially adversely affected by the registration so requested, or (ii) is in possession of material information it reasonably deems advisable not to disclose in a registration statement, the Company may, by prompt notice, postpone the filing of the Registration Statement for so long as (x) its underwriters state in writing is necessary or (y) such information continues to be filed pursuant to an Automatic Shelf Registration Statement; provided that material and non-public, but in no event shall the Company be obligated to file an Automatic Shelf delay filing of the Registration Statement prior to December 31, 2007. The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for if as a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effectiveresult thereof, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement effective date of the SEC or other governmental agency or court, such registration will Registration Statement would be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective delayed for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2.longer than three

Demand Registration. If (a) Subject to Section 2(e) hereof, if at any time the Holder Representative shall request the Company in writing to register under the Securities Act all or a part of the Registrable Securities held by the Holders (a "Demand Registration"), the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after the Holder Representative's request is made) a registration statement providing for the sale of all such Registrable Securities requested by the Holder Representative to be registered. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder Representative shall request. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information. (b) The Company agrees (i) not to effect any public or private sale, distribution or purchase of any of its securities which are the same as or similar to the Registrable Securities, including a sale pursuant to Regulation D under the Securities Act, during the 15-day period prior to, and during the 45-day period beginning on, the closing date of each underwritten offering under any Demand Registration Statement, and (ii) to use reasonable efforts to cause each holder of its securities purchased from the Company, at any time on or after December 1the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution of any such securities during such period, 2007including a sale pursuant to Rule 144 under the Securities Act. Except as expressly provided under this Agreement, the Holders shall not effect any public sale or distribution of any Company receives from CBS securities during the 15-day period prior to, and during the 45-day period beginning on, the closing of each underwritten offering under any Demand Registration Statement; provided, however, that if either or both of the periods specified in the equivalent provision in the PX Holding Registration Rights Agreement are shortened by agreement by the Company or by the Company's waiving its permitted transferees rights under such equivalent provision, then the corresponding period(s) in this sentence shall be deemed to be automatically amended to be identical to the period(s) applicable to PX Holding under the equivalent provision in the PX Holding Registration Rights Agreement. (c) The Company may postpone for a written request reasonable period of time, not to register shares exceed 30 days, the filing or the effectiveness of any Demand Registration Statement if (i) the Board of Directors of the Company in good faith determines that (A) such registration would have a material adverse effect on any plan or proposal by the Company with respect to any financing, acquisition, recapitalization, reorganization or other material transaction, or (B) the Company is in possession of material non-public information that, if publicly disclosed, would result in a material disruption of a major corporate development or transaction then pending or in progress or in other material adverse consequences to the Company, and (ii) the Company so notifies the Holder(s) within five days after the Holder(s) requests such registration. The Company's right to defer the filing of a registration statement pursuant to the provisions of the preceding sentence may not be exercised more than once during any 12 month period. (d) If at any time the Holder Representative notifies the Company in writing of the Holders' desire that the Registrable Securities to be covered by a Demand Registration Statement be sold pursuant to an underwritten offering, the Holder Representative shall have the right to select any nationally recognized investment banking firm(s) to administer the offering, subject to the approval of the Company, which approval shall not be unreasonably withheld, and the Company shall enter into underwriting agreements with the underwriter(s) of such offering, which agreements shall contain such representations and warranties by the Company, and such other terms, conditions and indemnities as are at the time customarily contained in underwriting agreements for similar offerings and the Company shall take or cause to be taken all such other actions as are reasonably requested by the managing underwriter(s) in order to expedite or facilitate the registration and disposition of the Registrable Securities, including, without limitation, causing management to participate in "road show" presentations. (e) The Company shall not be obligated to effect more than three (3) Demand Registrations in total under this Section 2 with respect to any or all of the Holders; provided, however, that, to the extent that the Holders are unable to include as part of a Demand Registration the lesser of (i) one-half of the aggregate amount of Registrable Securities (a “Demand”), the Company shall prepare and file a Registration Statement under the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form (which may be a Shelf included in such Demand Registration Statement if so requested by CBS or its permitted transferees), such Holders and shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand Registrable Securities representing an aggregate of two hundred fifty thousand (250,000) shares of Common Stock (as such number may be made by CBS (together with all permitted assignees thereof pursuant adjusted from time to Section 1.8) time to reflect changes in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any the outstanding number of shares of Common Stock through a dividend, subdivision, combination, reclassification, etc.), then such Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been be one of the three (3) Demand Registrations that the Holders are entitled to pursuant to this Section 2. (f) If the Holders are not entitled to include all of their Registrable Securities requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effectiveto be included in a Demand Registration under this Section 2, the offering of Registrable Securities pursuant Holder Representative may elect to such registration is interfered with by withdraw its request to include any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of all such Registrable Securities have been sold pursuant to included in such registration)Demand Registration; provided, and however, that if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights a Demand Registration is effected with respect to any registration statement demanded pursuant to this Section 1.2or all of such Registrable Securities, provided that any then such rights Demand Registration shall be subject one of the three Demand Registrations that the Holders are entitled to the priority of CBS’s rights under this Section 1.22 unless the Holders are unable to include as part of a Demand Registration the lesser of (i) one-half of the aggregate amount of Registrable Securities requested to be included in such Demand Registration by such Holders and (ii) Registrable Securities representing an aggregate of two hundred fifty thousand (250,000) shares of Common Stock (as such number may be adjusted from time to time to reflect changes in the outstanding number of shares of Common Stock through a dividend, subdivision, combination, reclassification, etc.), in which event such Demand Registration shall not be deemed to be one of the three Demand Registrations that the Holders are entitled to under this Section 2.

Demand Registration. If at any time on (a) On or after December 1, 2007, the Company receives from CBS or its permitted transferees a written request prior to register shares of Registrable Securities (a “Demand”)each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 50% in interest of the Holders or to make any disclosure contained therein not misleading) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the 1933 Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus to be used in connection with the sale or other disposition of the securities covered thereby, and shall, if requested, provide the Holders with copies of such final Prospectus. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file an amendment or amendments to the Initial Registration Statement as required by the Commission, covering the shares so requested maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); and subject to the provisions of Section 2(d) with respect to payment of liquidated damages with respect to filing on Form S-3 or other available form appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09. (which c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission to maximize the number of Registrable Securities to be registered), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and (ii) Second, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a Shelf pro rata basis based on the total number of unregistered Shares held by such Holders). In the event of a reduction hereunder, the Company shall give the Holder at least five (5) Trading Days’ prior written notice along with the calculations as to such ▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement if so requested by CBS or its permitted transferees)in accordance with the foregoing, and then the Company shall use its reasonable best efforts to cause file with the Commission, as expeditiously promptly thereafter as possible allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Investor the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause as of the Filing Date), (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to become further review, (iii) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than fifteen (15) consecutive calendar days or more than an aggregate of twenty (20) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such fifteen (15) or twenty (20) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Share Purchase Price paid by such Holder pursuant to the Investment Agreement for any Registrable Securities held by such Holder on the Event Date. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 10.0% of the aggregate Share Purchase Price paid by such Holder pursuant to the Investment Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) Trading Days after the date payable, the Company will pay interest thereon at a rate of 10.0% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a Well-Known Seasoned Issuer at time of receipt daily pro rata basis for any portion of a Demandmonth prior to the cure of an Event. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall cause (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) Notwithstanding anything to be filed pursuant to an Automatic Shelf Registration Statement; provided that the contrary contained in this Agreement, in no event shall the Company be obligated permitted to file an Automatic Shelf Registration Statement name any Holder or affiliate of a Holder as any underwriter without the prior to December 31, 2007. The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% written consent of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2Holder.

Demand Registration. If at (a) At any time on and from time to time beginning one hundred eighty (180) days after the Plan Effective Date, any Holder or after December 1, 2007, group of Holders may request in writing (“Demand Registration Request”) that the Company receives from CBS effect the registration of all or its permitted transferees a written request to register shares part of such Holder’s or Holders’ Registrable Securities (a “Demand”), with the Commission under and in accordance with the provisions of the Securities Act. The Company shall prepare and will file a Registration Statement under covering such Holder’s or Holders’ Registrable Securities requested to be registered, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective, as promptly as practicable after receipt of such request; provided, however, that the 1933 Act covering Company will not be required to file a Registration Statement pursuant to this Section 5(a): (A) unless (i) the shares so number of Registrable Securities requested to be registered on such Registration Statement equals at least twenty percent (20%) of all Registrable Securities at such time or (ii) the Registrable Securities requested to be sold by the Holders pursuant to such Registration Statement have an anticipated aggregate gross offering price (before deducting underwriting discounts and commission) of at least $25 million; (B) if the Registrable Securities requested to be registered are already covered by an existing and effective Registration Statement and such Registration Statement may be utilized for the offer and sale of the Registrable Securities requested to be registered; (C) if a registration statement filed by the Company shall have previously been initially declared effective by the Commission within the one hundred eighty (180) days preceding the date such Demand Registration Request is made; and (D) if the number of Demand Registration Requests previously made pursuant to this Section 5(a) shall equal or exceed five (5); provided, however that a Demand Registration Request shall not be considered made for purposes of this clause (D) unless the requested Registration Statement has been declared effective by the Commission for more than 75% of the full amount of Registrable Securities for which registration has been requested. (b) A Demand Registration Request shall specify (i) the then-current name and address of such Holder or Holders, (ii) the aggregate number of Registrable Securities requested to be registered, (iii) the total number of Registrable Securities then beneficially owned by such Holder or Holders, and (iv) the intended means of distribution. If at the time the Demand Registration Request is made the Company appears, based on public information available to such Holder or Holders, eligible to use Form S-3 for the offer and sale of the Registrable Securities, the Holder or other available Holders making such request may request that the registration be in the form (which may be of a Shelf Registration Statement if so requested by CBS or its permitted transferees)(for the avoidance of doubt, and shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company is shall not be under the obligation to file a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall on Form S-3 if, upon the advice of its counsel, it is not eligible to make such a filing). (c) The Company may satisfy its obligations under Section 5(a) hereof by amending (to the extent permitted by applicable law) any registration statement previously filed by the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31under the Securities Act, 2007. The Company shall be required to register so that such amended registration statement will permit the disposition (in accordance with the intended methods of disposition specified as aforesaid) of all of the Registrable Securities for which a Demand Registration Request has been properly made under Section 5(b) hereof. If the Company so amends a previously filed registration statement, it will be deemed to have effected a registration for purposes of Section 5(a) hereof; provided, however that the Effective Date of the amended registration statement, as amended pursuant to this Section 1.2 5(c) shall be the “the first day of effectiveness” of such Registration Statement for purposes of determining the period during which the Registration Statement is required to be maintained effective in response accordance with Section 5(e) hereof. (d) Within ten (10) days after receiving a Demand Registration Request, the Company shall give written notice of such request to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration other Holders of Registrable Securities under this and shall, subject to the provisions of Section 1.2 shall not be deemed to have been requested unless 6(c) in the case of an Underwritten Offering, include in such registration becomes effective all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (provided that if, within one hundred and twenty (12015) days after it the Company’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested to be registered in the manner so requested. (e) The Company will use its reasonable efforts to keep a Registration Statement that has become effective as contemplated by this Section 5 continuously effective, the offering of Registrable Securities pursuant and not subject to such registration is interfered with by any stop order, injunction or other similar order or requirement of the SEC or Commission: (A) in the case of a Registration Statement other governmental agency or courtthan a Shelf Registration Statement, such registration will be deemed not to have become effective unless 80% of such until all Registrable Securities registered thereunder have been sold pursuant to such registrationRegistration Statement, but in no event later than two hundred seventy (270) days from the Effective Date of such Registration Statement; and (B) in the case of a Shelf Registration Statement, until the earlier of: (x) three (3) years following the Effective Date of such Shelf Registration Statement; and (y) the date that all Registrable Securities covered by such Shelf Registration Statement shall cease to be Registrable Securities; provided, however, that in the event of any stop order, injunction or other similar order or requirement of the Commission relating to any Shelf Registration Statement, if any Registrable Securities covered by such Shelf Registration Statement remain unsold, the period during which such Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect; provided further, however, that if any Shelf Registration Statement was initially declared effective on Form S-3 and, prior to the date determined pursuant to Section 5(e)(B), and if the Company becomes ineligible to use Form S-3, the period during which such Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which the Company did not have an effective Registration Statement covering unsold Registrable Securities initially registered on such Shelf Registration Statement. (f) The Holder or Holders making a Demand Registration Request may, at any time prior to the Effective Date of the Registration Statement relating to such registration, revoke their request for the Company to effect the registration has remained effective of all or part of such Holder’s or Holders’ Registrable Securities by providing a written notice to the Company. If, pursuant to the preceding sentence, the entire Demand Registration Request is revoked, then, at the option of the Holder or Holders who revoke such request, either (i) such Holder or Holders shall reimburse the Company for one hundred all of its reasonable and twenty (120) days without such interference such documented out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement, which out-of-pocket expenses, for the avoidance of doubt, shall not include overhead expenses and which requested registration shall not count as one of the permitted Demand Registration Requests hereunder or (ii) the requested registration that has been revoked will be deemed to have been requested regardless effected for purposes of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded Section 5(a). (g) If a Registration Statement filed pursuant to this Section 1.24 is a Shelf Registration Statement, then upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering, in the manner and subject to the conditions described in Section 6 of this Agreement, provided that any (i) the number of shares included in such rights “takedown” shall equal at least twenty percent (20%) of all Registrable Securities at such time or (ii) the Registrable Securities requested to be subject to sold by the priority Holders in such “takedown” shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of CBS’s rights under this Section 1.2at least $25 million.

Demand Registration. If Subject to the terms and conditions of this Agreement, at any time on or after December 1the first anniversary of the Closing Date of an initial public offering ("IPO") or registration of the Company's capital stock under the Securities Exchange Act of 1934, 2007as amended, the Stockholders may deliver a written request (a "Demand Notice") to the Company to register under the Securities Act of 1933, as amended (the "1933 Act"), on Form S-3 any or all shares of Common Stock owned by such Stockholders (such shares of Common Stock as to which any such request is made pursuant to this Section 1 or Section 2 hereof being the "Registrable Securities"). The Company agrees that is will use reasonable efforts to cause the prompt registration of all such Registrable Securities; provided however, the Company receives from CBS may postpone for a limited time, which in no event shall be longer than ninety (90) days, compliance with a request for registration pursuant to this Section 1 if (i) such compliance would materially adversely affect (including, without limitation, through the premature disclosure thereof) a proposed material financing, reorganization, recapitalization, acquisition, consolidation or similar transaction, (ii) the Company is conducting a public offering of capital stock and the managing underwriter concludes in its permitted transferees reasonable judgment that such compliance would materially adversely affect such offering or (iii) the Company notifies 2 the Stockholders that a written request material event has occurred or is likely to register occur that has not been publicly disclosed and if disclosed would have a material adverse effect on the Company and its ability to consummate any offering of the Registrable Securities subject to the Demand Notice. If there is a postponement under any of clause (i), (ii) or (iii) above, the Demand Notice may be withdrawn by the Stockholders by notice to the Company. In such case, no demand shall have been made for the purposes of this Section 1. The Stockholders shall not make a demand for registration of shares of Registrable Securities Common Stock pursuant to this Section 1 within six (6) months following the effective date of the registration for a “Demand”)"piggyback" registration pursuant to Section 2 below. Notwithstanding anything in this Section 1 to the contrary, the Company shall prepare and file a Registration Statement under the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), and shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall not be required to register comply with more than one (1) request of the Registrable Securities Stockholders pursuant to this Section 1.2 1. Any underwriter selected by the Stockholders to act as such in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together connection with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall 1 must be subject reasonably acceptable to the priority of CBS’s rights under this Section 1.2Company.

Demand Registration. If (a) At any time after the later of (i) December 31, 2021 or (ii) six months after the receipt of the Registrable Securities for which a demand is made under this Section 2, but before three (3) years after the receipt of the Registrable Securities for which the registration is being requested, the Holder shall have the right, by written notice delivered to the Company (such notice, a “Demand Notice”), to require the Company to register (the “Demand Registration”) under the Securities Act not less than the greater of (i) Registrable Securities that would result in proceeds from sale of at least $10,000,000 and (ii) 50% of the Registrable Securities held by the Holder as of the date of the Demand Notice. The Demand Notice must set forth the number of Registrable Securities that Holder intends to include in such Demand Registration and the intended methods of disposition thereof. The number of Demand Registrations pursuant to this Section 2(a) shall not exceed one (1). (b) The Company shall file the Registration Statement prepared in connection with the Demand Registration within ninety (90) days of the date on which the Company received the Demand Notice and shall use its commercially reasonable efforts to cause the same to be declared effective by the SEC within one hundred eighty (180) days of the date on which the Company received the Demand Notice and prepare and file with the SEC a Prospectus that will be available for resales by the Holder. The Company shall keep the Demand Registration effective for a period of ninety (90) days, or six (6) months (the “Effectiveness Period”) if a Demand Registration is requested to be a shelf registration (a “Shelf Registration”), which shelf registration may be requested to be on Form S-3 only, from the date on which the SEC declares such Registration Statement effective or such shorter period which will terminate upon the distribution of all Registrable Securities pursuant to such Registration Statement. (c) Subject to the conditions set forth in Section 2(a) hereof, the Holder may, at any time on or after December 1time, 2007, the Company receives from CBS or its permitted transferees make a written request for a Demand Registration. All requests made pursuant to register shares this Section 2 will specify the number of Registrable Securities (to be registered and will also specify the intended methods of disposition thereof. If the Holder intends to distribute the Registrable Securities covered by the request by means of a “Demand”)registered public offering involving an underwriting, then the Demand Notice shall so state. In such event, the Company shall prepare and file designate a Registration Statement under managing underwriter; provided, however, that such designated managing underwriter shall be reasonably acceptable to the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), and shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007Holder. The Company and the Holder shall enter into an underwriting agreement in customary form with such underwriter; provided, however, that such underwriting agreement shall be required reasonably acceptable to register the Company. (d) Notwithstanding the foregoing provisions of this Section 2, (i) the Company shall not be obliged to effect a Demand Registration with respect to any Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on 2 if a Registration Statement covering all of the Registrable Securities shall have become and after December 1, 2007, remains effective under the Securities Act; (ii) only one the Company shall not be obligated to file a Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand Registration for a Shelf Registration Statement). The on any registration statement other than a Form S-3; (iii) if the Company has issued and sold to the public, pursuant to a registration statement filed under the Securities Act, any of Registrable Securities under its securities within three (3) months prior to the date of its receipt of a Demand Notice pursuant to this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided 2 and the Company’s investment banker has advised the Company in writing that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant would adversely affect the market for the Company’s securities covered by such Registration Statement, the Company shall have the right to delay the requested registration of the Registrable Securities for such registration. The period as the investment banker may so advise, but no more than ninety (90) days after the date on which such Demand Notice was made; or (iv) the Company may grant piggyback registration rights with respect shall be entitled to postpone for a reasonable period of time but in no event more than ninety (90) days the filing of any registration statement demanded Registration Statement otherwise required to be prepared and filed by it pursuant to this Section 1.22 if, provided that any such rights shall be subject at the time it receives a Demand Notice pursuant to the priority of CBS’s rights under this Section 1.22, the Company determines, in its reasonable judgment, that such registration and offering would materially interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or its Affiliates and promptly gives the Holder written notice of such determination.

Demand Registration. If at any time on (a) On or after December 1, 2007, the Company receives from CBS or its permitted transferees a written request prior to register shares of Registrable Securities (a “Demand”)each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 50% in interest of the Holders or to make any disclosure contained therein not misleading) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the 1933 Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus to be used in connection with the sale or other disposition of the securities covered thereby, and shall, if requested, provide the Holders with copies of such final Prospectus. Notwithstanding anything to the contrary in this Agreement, the Company shall register the Registrable Securities concurrently with the registration of the Registrable Securities (as defined in the Existing Lantheus Registration Rights Agreement) pursuant to the Existing Lantheus Registration Rights Agreement using the same Registration Statement. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file an amendment or amendments to the Initial Registration Statement as required by the Commission, covering the shares so requested maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); and subject to the provisions of Section 2(d) with respect to payment of liquidated damages with respect to filing on Form S-3 or other available form appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09. (which c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission to maximize the number of Registrable Securities to be registered), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and (ii) Second, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a Shelf pro rata basis based on the total number of unregistered Shares held by such Holders except to the extent otherwise directed by the Commission). In the event of a reduction hereunder, the Company shall give the Holder at least five (5) Trading Days’ prior written notice along with the calculations as to such ▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement if so requested by CBS or its permitted transferees)in accordance with the foregoing, and then the Company shall use its reasonable best efforts to cause file with the Commission, as expeditiously promptly thereafter as possible allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Investors the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause as of the Filing Date), (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to become further review, (iii) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than fifteen (15) consecutive calendar days or more than an aggregate of twenty (20) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such fifteen (15) or twenty (20) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Share Purchase Price paid by such Holder pursuant to the Investment Agreement for any Registrable Securities held by such Holder on the Event Date. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 10.0% of the aggregate Share Purchase Price paid by such Holder pursuant to the Investment Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) Trading Days after the date payable, the Company will pay interest thereon at a rate of 10.0% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a Well-Known Seasoned Issuer at time of receipt daily pro rata basis for any portion of a Demandmonth prior to the cure of an Event. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall cause (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) Notwithstanding anything to be filed pursuant to an Automatic Shelf Registration Statement; provided that the contrary contained in this Agreement, in no event shall the Company be obligated permitted to file an Automatic Shelf Registration Statement name any Holder or affiliate of a Holder as any underwriter without the prior to December 31, 2007. The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% written consent of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2Holder.

Demand Registration. If at (a) At any time after the earliest of: (i) the five-year anniversary of the consummation of the Initial Public Offering (the “IPO Date”), (ii) the date upon which at least 10% of the Company’s shares of Class A Common Stock issued in the Initial Public Offering are held separately and not in the form of ▇▇▇▇ so that a separate trading market in the Class A Common Stock has developed and has subsisted for at least 180 days, as evidenced by the listing of the Class A Common Stock on the American Stock Exchange, any other national stock exchange or after December 1Nasdaq or any other national quotation system, 2007provided that at least one year has elapsed since the IPO Date; and (iii) any earlier date, provided that the Company receives first confirms that the exercise of the registration rights will not adversely affect the Company’s treatment of the ▇▇▇▇ and the Senior Subordinated Notes separate from CBS the ▇▇▇▇ for financial reporting purposes (the “Demand Rights Effective Date”), a BRS Entity or its permitted transferees a BRS Demand Transferee, a Canterbury Entity, a Protostar Entity, a Canterbury Demand Transferee or a Protostar Demand Transferee may make a written request for registration with the SEC under and in accordance with the provisions of the Securities Act of all or part of its, his or her Registrable Securities; provided, that B&G Foods may, if the Board so determines in the exercise of its reasonable judgment that it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed 180 days. (b) BRS Entities, Canterbury Entities and Protostar Entities (including each of their respective Demand Transferees) shall each be entitled to two (2) Demand Registrations per year following the Demand Rights Effective Date, provided that no such Demand Registration request shall be made within 6 months of any Incidental Registration or Demand Registration. A Demand Registration request by a Shareholder will not count as the use by such Shareholder of his, her or its Demand Registration request unless and until the requested Demand Registration has become effective under the Securities Act, and unless such Shareholder shall have been able to register shares and sell at least 75% of the Registrable Securities (a “Demand”), the Company shall prepare and file a Registration Statement under the 1933 Act covering the shares so initially requested to be registered on Form S-3 by it pursuant hereto; provided further, however, that in any event, B&G Foods will pay all Registration Expenses in connection with any Demand Registration initiated by such Shareholder whether or other available form not it has become effective. (which may c) If a Demand Registration involves a Public Offering and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities proposed to be a Shelf sold in such Demand Registration Statement if will exceed the Maximum Offering Size, B&G Foods shall include in such registration, up to the Maximum Offering Size, so requested by CBS or its permitted transferees), and shall use its best efforts many of the securities proposed to cause be registered as expeditiously as possible such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall would not cause the Registration Statement offering to be filed pursuant to an Automatic Shelf Registration Statement; provided that exceed the Maximum Offering Size allocated in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31following orders of priority: (i) first, 2007. The Company shall be required to register the Registrable Securities pursuant requested to this Section 1.2 be included in response to any such Demand Registration by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007the Selling Shareholder(s), (ii) only one second, the Registrable Securities requested to be included in such Demand may be made Registration by CBS (together with all permitted assignees thereof pursuant to Section 1.8the Shareholders other than the Selling Shareholder(s) in any calendar year and (iii) only four third, any ▇▇▇▇, Class A Common Stock, Class B Common Stock or Senior Subordinated Notes proposed to be registered by B&G Foods; provided that (4y) Demands may if all the Registrable Securities requested to be made included in such Demand Registration by CBS hereunder (which shall include members of any Demand for a Shelf Registration Statement). The registration group set forth above are not to be included, selection of Registrable Securities under this Section 1.2 to be included from within such group shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, made pro rata based on the offering number of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% that each member of such Registrable Securities group shall have been sold pursuant requested to such registration)be included therein, and (z) if the registration any Shareholder has remained effective for one hundred requested inclusion in such Demand Registration and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any if 10% or more of the Registrable Securities requested to be included by such Shareholder are ultimately sold pursuant not so included, such Shareholder shall be entitled to an additional Demand Registration hereunder on the same terms and conditions as would have applied to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any Shareholder had such rights shall be subject to the priority of CBS’s rights under this Section 1.2earlier Demand Registration not been effected.

Demand Registration. If (i) Subject to the conditions set forth in this ------------------- Agreement, at any time after the Shelf Expiration Date, and, in each case, while Registrable Shares are outstanding, any Holder or Holders of at least one- quarter ( 1/4) of the Registrable Shares issued on or after December 1, 2007, the Closing Date may request that the Company receives from CBS cause to be filed a Registration Statement providing for the sale by such Holders of all or its permitted transferees part of such Holders' Registrable Shares in the manner specified in such request, including an underwritten offering in accordance with the terms hereof (each a written "Demand Registration"). Within ten (10) days after ------------------- receipt of a request to register shares of Registrable Securities (for a “Demand”)Demand Registration, the Company shall prepare and file a promptly give written notice of such proposed registration to all other Holders. Such Holders shall have the right, by giving written notice to the Company within fifteen (15) days after such notice referred to in the preceding sentence has been given by the Company to elect to have included in the Registration Statement under pursuant to a Demand Registration such of their Registrable Shares as each Holder may request in such notice of election. Thereupon, the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), and Company shall use its best all commercially reasonable efforts to cause as expeditiously as possible such Registration Statement to become be declared effective or if by the SEC for all Registrable Shares which the Company is a Well-Known Seasoned Issuer at time has been requested to register no later than ninety (90) days following the expiration of receipt of a Demand, such fifteen (15) day period. The Company shall cause agrees to use all commercially reasonable efforts to keep the Registration Statement to be filed pursuant to an Automatic Shelf a Demand Registration continuously effective until the earliest of (a) the date on which the Holders no longer hold any Registrable Shares registered under such Registration Statement, (b) the date on which the Registrable Shares are eligible for sale by the Holders pursuant to Rule 144(k) (or any successor provision) promulgated under the Securities Act or (c) the date which is six (6) months from the effective date of such Registration Statement; provided provided, however, that such six (6) month period shall be tolled during the period the Holders' disposition of Registrable Shares pursuant to a Demand Registration is suspended because of an event described in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007Section 3(b). The Company shall not be required to register the Registrable Securities pursuant to obligated under this Section 1.2 in response to any Demand by CBS, provided 2(b): (i) no to effect more than one Demand may be made by CBS until on and after December 1, 2007Registration in any twelve-month period, (ii) only one to effect more than three Demand Registrations, in the aggregate, on behalf of the Holders. (ii) If the method of disposition specified by the Holder or Holders requesting a Demand Registration shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of such Holder or Holders which approval shall not be made unreasonably withheld, delayed or conditioned and shall, in connection therewith, (i) enter into agreements customary in connection therewith (including an underwriting agreement in customary form) and reasonably acceptable to the Company, (ii) promptly make available to the Holder or Holders all financial and other records as shall be reasonably necessary to enable them to exercise their due diligence responsibilities, (iii) furnish to each Holder and each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter of (A) an opinion or opinions of counsel to the Company and (B) a cold comfort letter or letters from the Company's independent public accountants and (iv) incorporate in a Prospectus supplement or post effective amendment such information as such managing underwriter or underwriters requests. If the managing underwriters advise the Company in writing that in their opinion the number of Registrable Shares requested to be included in such offering exceeds the maximum number which can be included in such offering (1) at a price reasonably related to the then current market value of the Company's Common Stock or (2) without adversely affecting the marketability of the offering (the "Maximum Number"), then the -------------- Company will limit the number of Registrable Shares included in such offering to the Maximum Number, and the Registrable Shares offered shall be selected in the following order of priority (A) first, the Registrable Shares, if any, to be offered for the account of the Holders (including the Holder or Holders making the Demand Registration); provided, however, that such number of Registrable -------- ------- Shares shall be reduced pro-rata on the basis of relative number of any Registrable Shares requested by CBS each such Holder to be included in such registration to the extent necessary to reduce the total number of securities of the Holders offered to the Maximum Amount and (together with all permitted assignees thereof B) second, the securities the Company proposes to sell pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.27.

Demand Registration. If at any time on or after December 12.1.1 The Shareholder shall have the option and right, 2007, exercisable by delivering a written notice to the Company receives from CBS or its permitted transferees (each such notice, a written request “Demand Notice”), to register shares 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 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, which may include sales on a delayed or continuous basis pursuant to Rule 415 (a the “DemandDemand Registration”). Notwithstanding, the Shareholder shall not have the option and right to deliver a Demand Notice within six calendar months after the effective date of the registration statement relating to the IPO. 2.1.2 Following receipt of a Demand Notice, the Company shall prepare and file a Registration Statement under as promptly as practicable covering all of the 1933 Act covering Registrable Securities that the shares so requested Shareholder requests on such Demand Notice to be registered on Form S-3 or other available form (which may be a Shelf included in such Demand Registration Statement if so requested by CBS or its permitted transferees), in accordance with the terms and conditions of this Agreement and shall use its reasonable best efforts to cause as expeditiously as possible such Registration Statement to become effective under the Securities Act and remain effective under the Securities Act for not less than the period set forth in clauses (i) to (iii) of this Section 2.1.2 (the “Effectiveness Period”); provided, however, that the Company shall not be required to effect the registration of Registrable Securities pursuant to this Section 2.1 unless the Registrable Securities are offered at an aggregate proposed offering price of not less than $20 million: (i) The Company shall use commercially reasonable efforts to keep any Shelf Registration Statement filed on Form F-3 continuously effective under the Securities Act to permit the Prospectus forming a part of it to be usable by the Shareholder until the earlier of: (A) the date as of which all Registrable Securities have been sold pursuant to that Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder); (B) the date as of which the Shareholder whose Registrable Securities are registered on such Form F-3 holds Registrable Securities; (C) any date reasonably determined by the board of Directors to be appropriate, excluding any date that is fewer than two years after the effectiveness of the Registration Statement; and (D) the third anniversary of the effectiveness of the Registration Statement. (ii) If the Registration Statement filed is a Shelf Registration Statement on any form other than Form F-3 and such Registration Statement was not filed in connection with an Underwritten Offering, the Company shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until such time as the Company is eligible to file a Shelf Registration Statement on Form F-3 covering the Registrable Securities thereon or such shorter period during which all Registrable Securities included in the Registration Statement have actually been sold. (iii) If the Registration Statement filed is a Shelf Registration Statement on any form other than Form F-3 and such Registration Statement was filed in connection with an Underwritten Offering, the Company shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act, for a period of at least 180 days after the effective date thereof or such other period as the underwriters for any Underwritten Offering may determine to be appropriate, or such shorter period during which all Registrable Securities included in the Registration Statement have actually been sold; provided that such period shall be extended for a period of time equal to the period the Shareholder of Registrable Securities may be required to refrain from selling any securities included in the Registration Statement at either the request of the Company or an underwriter of the Company pursuant to the provisions of this Agreement. In addition, the Effectiveness Period shall be extended by one (1) day for each additional day during any Suspension Period in effect following the Effective Date applicable thereto pursuant to 2.1.4. 2.1.3 Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect more than two (2) Demand Registrations in any twelve (12) month period. Furthermore, a registration will not count as a requested registration under this Section 2.1 until the Registration Statement relating to such registration has been declared effective by the Commission and unless the Shareholder was able to register all the Registrable Securities requested by it to be included in such registration. 2.1.4 Notwithstanding any other provision of this Section 2.1, the Company shall: (i) not be required to file a Registration Statement pursuant to this Section 2.1 during the period starting with the date thirty (30) days prior to a good faith estimate by the majority of the members of the board of directors of the Company (excluding any members of the board of directors that are employees or Affiliates of the Shareholder (other than directors that are “independent” under NYSE standards)) (the “Unaffiliated Board Members”), of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company initiated registration; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective; (ii) not be required to effect a registration or file a Registration Statement for a period of up to one hundred twenty (120) days after the date of a Demand Notice for registration pursuant to this Section 2.1 if at the time of such request: a) the Company is engaged, or has plans to engage, within thirty (30) days of the time of such Demand Notice, in an Underwritten Offering; or b) the Company 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; (iii) not be required to effect a registration or file a Registration Statement for a period of up to ninety (90) days, if: a) the Unaffiliated Board Members determine such registration would render the Company unable to comply with applicable securities laws; or b) the Unaffiliated Board Members determine such registration would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iv) if the Company has filed a “shelf” registration statement pursuant to a Demand Notice under this Section 2.1 and has included Registrable Securities therein (each such Registration Statement, a “Shelf Registration Statement”), it shall be entitled to suspend, for no more than two occasions in a 12-month period and for a reasonable period of time not in excess of 90 consecutive days and in the aggregate not more than 90 days in any 12-month period (except as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective; provided, that the Company has used its reasonable best efforts to cause such post-effective amendment to be declared effective), the offer or sale of Registrable Securities pursuant to such registration statement by any holder of Registrable Securities if: a) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder; and b) either: A) the Unaffiliated Board Members, in good faith, determine that: i. the offer or sale of any shares of Common Shares would materially impede, delay or interfere with a significant transaction under negotiation by the Company, including any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, or consolidation; ii. after the advice of counsel, the sale of Common Shares covered by the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law; and iii. either: (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with requirements of the Commission; or B) the Unaffiliated Board Members, in good faith, determine that the Company is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to incorporate information into the Shelf Registration Statement for the purpose of: i. including in the Shelf Registration Statement any Prospectus required under Section 10(a)(3) of the Securities Act; or ii. reflecting in the Prospectus included in the Shelf Registration Statement any facts or events arising after the effective date of the Shelf Registration Statement (or the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth in the Prospectus (any such period referred to in this Section 2.1.4, a “Suspension Period”); provided, however, that in the event the Company postpones, defers or suspends any Demand Registration pursuant to Section 2.1.4(iii)a) or b) or Section 2.1.4(iv), then during such Suspension Period, the Company shall not engage in any transaction involving the offer, issuance, sale, or purchase of Common Shares (whether for the benefit of the Company or a third Person), except transactions involving the issuance or purchase of Common Shares as contemplated by Company employee benefit plans or employee or director arrangements or the transactions set out in Section 2.1.4(iv)b)A)i.; (v) In order to suspend the use of the Shelf Registration Statement pursuant to this Section 2.1.4(iv), the Company shall promptly upon determining to seek such suspension, deliver to the holders of Registrable Securities included in such registration statement, a certificate signed by the Chief Executive Officer of the Company stating that the Company is suspending use of such registration statement pursuant to Section 2.1.4(iv), the basis therefor in reasonable detail and a good faith estimate as to the anticipated duration of such suspension. 2.1.5 The Company may include in any such Demand Registration other Common Shares 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 Common Shares proposed to be offered in such offering would likely have an adverse effect in any material respect on the price, timing or distribution of the Common Shares proposed to be included in such offering or the market for the Common Shares, then the Registrable Securities to be sold by the Shareholder shall be included in such registration before any Common Shares proposed to be sold for the account of the Company or any other Person. 2.1.6 Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on Form F-3 (except if the Company is a Well-Known Seasoned Issuer not then eligible to register for resale the Registrable Securities on Form F-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 Company becomes, and is at the time of its receipt of a DemandDemand Notice, Company a WKSI, the Demand Registration for any offering and selling of Registrable Securities through a firm commitment underwriting shall cause the Registration Statement to be filed effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form F-3 or any equivalent or successor form under the Securities Act (if available to the Company); provided provided, however, that in no event shall if at any time a Registration Statement on Form F-3 is effective and the Shareholder provides written notice to the Company be obligated that it intends to file effect an Automatic Shelf offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement prior as may be necessary in order to December 31enable such offering to take place. 2.1.7 Without limiting Section 2.4, 2007. The in connection with any Demand Registration pursuant to and in accordance with this Section 2.1, the Company shall: (i) promptly prepare and file or cause to be prepared and filed: a) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the Registrable Securities subject to such Demand Registration, including under the securities laws of such states as the Shareholder 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 register general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration; b) 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 pursuant subject to this Section 1.2 in response to any such Demand by CBS, provided (i) no Demand may be made by CBS until Registration on and after December 1, 2007, the NYSE; (ii) only one Demand do any and all other acts and things that may be made necessary or appropriate or reasonably requested by CBS (together with all permitted assignees thereof pursuant the Shareholder to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for enable the Shareholder to consummate a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% public sale of such Registrable Securities have been sold pursuant to such registration), in accordance with the intended timing and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless method or methods of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2.distribution thereof; and

Demand Registration. If at (a) At any time on or after December 1, 2007the date hereof, the Required Securityholders may make a request, in writing (a "Demand Notice"), that the Company receives from CBS file a Registration Statement for the sale or its permitted transferees a written request to register shares other disposition of Registrable Securities (a “Demand”"Demand Registration"). At the option of such Securityholders ("Demanding Securityholders"), such request may specify that the requested registration will be for an offering on a delayed or continual basis pursuant to Rule 415 under the Securities Act (a "Shelf Registration"). (b) Within 10 days after the receipt of any Demand Notice, the Company shall prepare give written notice of such requested Registration to all other Securityholders. (c) The Company shall not be required to effect a registration of Registrable Securities pursuant to a Demand Registration (i) during the period starting 60 days prior to the Company's good faith estimate of the date of filing of, and file a Registration Statement ending 90 days after the effective date of any registration statement filed by the Company under the 1933 Securities Act covering the shares so requested to be registered for any offering of Common Stock (other than a registration statement on Form S-3 S-4 or other available form (which may be a Shelf Registration Statement if so requested by CBS Form S-8 or its permitted transfereesany successor forms thereof), and shall use its best ; PROVIDED that the Company is actively employing in good faith all commercially reasonable efforts to cause as expeditiously as possible such Registration Statement registration statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one more than once during any 180 day period. In addition, the Securityholders shall not be entitled to demand more than two Registrations on a form other than Form S-3 or any successor form under the Securities Act. For purposes of determining whether a Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which Registration shall include any Demand for have been effected, a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested effected (i) unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it a Registration Statement with respect thereto has become effective, (ii) if after such Registration Statement has become effective, such Registration or the offering related offer, sale or distribution of Registrable Securities pursuant to such registration thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or courtcourt for any reason not attributable to Securityholders and such interference is not thereafter eliminated or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration will be deemed Registration are not to satisfied or waived, other than by reason of a failure on the part of Securityholders. If the Company shall have become effective unless 80% of such Registrable Securities have been sold complied with its obligations pursuant to such registration)a Demand Registration, and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration Securityholders' right to demand a Registration shall be deemed to have been requested regardless satisfied (i) if a Demand Registration other than a Shelf Registration, upon the effective date of whether any such Registration, provided no stop order or similar order, or proceedings for such an order, is thereafter entered or initiated, and (ii) if a Shelf Registration, upon the earlier of (x) the date as of which all of the Registrable Securities are ultimately sold included therein shall have been disposed of pursuant to the Registration Statement and (y) the date as of which such registration. Demand Registration shall have been continuously effective for a period of 270 days and the Company shall have no further obligation and the Securityholders shall have no further right under this Section 2 with respect to such Demand Registration. (d) The Company may grant piggyback shall be entitled to postpone the filing or suspend the effectiveness for up to 90 days (the "Delay Period") of any Registration Statement pursuant to a Demand Registration otherwise required to be prepared and filed pursuant to this SECTION 2, if the Board of Directors of the Company determines, in its good faith reasonable judgment, that such registration would materially interfere with, or require premature disclosure of, any financing, acquisition or reorganization involving the Company or any of its wholly owned subsidiaries or would otherwise be seriously detrimental to the Company and the Company promptly gives the Securityholders notice of such determination; provided, however, that the Company shall not postpone its obligations in this manner more than twice during any 12 month period. (e) In the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise the Company in writing that the total amount of 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 securities to be sold), then the total number of securities to be offered for the Company's own account and for the account of all holders of securities of the Company (including the Securityholders) who have registration rights with respect to such Registration shall be reduced to a number deemed satisfactory by such managing underwriter or underwriters, provided that such securities shall be excluded in the following sequence: (i) first, securities proposed by the Company to be sold for its own account and securities held by holders of securities of the Company other than Registrable Securities requesting and legally entitled to include such securities in such registration, on a PRO RATA basis (based upon the number of securities requested (or proposed) to be registered by each such holder (and the Company)); and (ii) second, Registrable Securities, on a PRO RATA basis (based upon the number of Registrable Securities by each such Securityholder). (f) The Required Securityholders may, at any registration statement demanded 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 Company revoking such request, in which case such request will not count toward any quota of Demand Registrations to which Securityholders are entitled pursuant to this Agreement or with respect to which the Company is required to pay registration expenses pursuant to Section 1.26, provided that any revocation that is made by Securityholders following filing of the associated Registration Statement with the SEC shall count towards any quota of Demand Registrations granted to Securityholders unless such rights shall be subject Securityholders revoke their request on account of material adverse information related to the priority Company that was unknown or unavailable to such Securityholders at the time they made their request or pay all of CBS’s rights under the registration expenses that would otherwise be paid by the Company pursuant to Section 6. (g) The Company shall not include any securities that are not Registrable Securities in any Registration Statement filed pursuant to this Section 1.2SECTION 2 without the prior written consent of the Required Securityholders, which consent shall not be unreasonably withheld.

Demand Registration. If (i) If, at any time on following the earlier of (I) the Option Period Expiry Date, (II) Option Closing Date, (III) the termination of the Exclusive Lead Sharing and Distribution Agreement, or after (IV) December 131, 2007, the Company receives from CBS or its permitted transferees a written request to register shares of Registrable Securities (a “Demand”)2017, the Company shall prepare and file receive a Registration Statement written request from the Investor that the Company effect an offering under the 1933 Securities Act of all or a portion of the Investor’s Company ADS’s, which written request shall specify (a) the number of Company ADSs that the Investor intends to dispose of pursuant to such offering (the “Registrable Securities”), (b) the intended method or methods of sale or disposition of the Registrable Securities and (c) the expected price range (net of underwriting discounts and commissions) acceptable to the Investor to be received for such Registrable Securities (“Demand Request”), then the Company shall: (1) cause to be filed with the SEC, as soon as practicable, but in any event within 45 days of the date of delivery to the Company of the Demand Request, a registration statement on Form F-1 or, if eligible, a shelf registration statement pursuant to Rule 415 under the Exchange Act on Form F-3 (each, a “Registration Statement”), covering such Registrable Securities that the shares Company has been so requested to be registered on Form S-3 or other available form register by the Investor; and (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), and shall 2) use its reasonable best efforts to cause as expeditiously as possible have such Registration Statement to become declared effective or if by the Company is a Well-Known Seasoned Issuer at time of receipt of a DemandSEC as soon as practicable thereafter, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that but in no event shall later than 120 days following the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register date of initial filing thereof with the Registrable Securities SEC. (ii) A registration requested pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 5.8 shall not be deemed to have been requested effected (a) unless a Registration Statement with respect thereto has become effective and remained effective until such registration becomes effective time as all of the Registrable Securities registered thereunder shall have been disposed of in accordance with the intended methods of disposition by the Investor; provided, however, that such period shall not exceed 120 days, (provided that b) if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed Governmental Entity for any reason and has not to have become effective unless 80% within 30 days thereafter. (iii) Investor’s right under this Section 5.8(a) may be exercised not more than twice. (iv) The Company will not be required to effect any registration in response to a Demand Request if the Company gives the Investor written notice within seven (7) days from the receipt of the Demand Request, that the Company is engaged in preparation of a registration statement for a firmly underwritten registered public offering (for which the registration statement must be filed within thirty (30) days of such Registrable Securities have been sold Company’s notice to the Investor); provided that the Company is employing in good faith its reasonable best efforts to cause such firmly underwritten registered public offering to become effective, provided further that if such firmly underwritten registered public offering is not effected within sixty (60) days of such Company’s notice to the Investor, then the Company shall effect the registration in response to the Demand Request as soon as practicable, but in any event within 30 days of expiration of the foregoing 60 days. (v) The information provided by the Investor pursuant to such registration), the sub items (b) and if (c) of Section 5.8(a)(i) shall not bind the registration has remained effective for one hundred Investor in any way and twenty (120) days without such interference such registration shall be deemed not obligate the Investor to have been requested regardless of whether any dispose of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2Securities.

Demand Registration. If at At any time on or after December 1subsequent to the End Date until November 30, 20072013, the Company receives from CBS or its permitted transferees Holders of Special Shares shall have the right to "demand" on one occasion only, the filing of a written request registration statement to register that number of shares in the Common Stock issued or issuable to the Holders of Special Shares which have not yet been sold. In order to exercise such a "demand right" the Holders of Special Shares holding at least fifty percent (50%) of the issued and outstanding Special Shares (counted as a single class) at the time, must give IMSC not less than ten (10) days advance written notice that IMSC effect a registration. Whenever IMSC shall be requested, pursuant to this paragraph 2.b., to effect the registration of any shares of Registrable Securities (a “Demand”), the Company shall prepare and file a Registration Statement Cann▇▇ ▇▇▇ck under the 1933 Act covering Act, IMSC mall properly give written notice of such proposed registration to all Holders of Special Shares. Upon such demand and subject to the shares so requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees)limitation of paragraph 2.c. herein, and IMSC shall as expeditiously as possible, use its best efforts to cause as expeditiously as possible such Registration Statement a registration statement covering the following securities to become effective or effective. 1. the shares of Common Stock which 11450 has been requested to register pursuant to this paragraph 2.b., and 2. such other sham of Common tweaks the Company Stock shall be included in such registration; provided, however that if the securities which at are subject of such registration are offered through an underwriter or group of underwriters and such underwriter(s) requests that to additional shares of Common Stock desired by the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that registered be excluded from such registration and such request is reasonable in no event light of prevailing market conditions, the Holder of Special Shares shall the Company not be obligated to file an Automatic Shelf Registration Statement prior to December 31include such additional shares Common Stock of the Company. Further, 2007. The through its best efforts, the Company shall be required to register maintain the Registrable Securities pursuant to registration statement contemplated in this Section 1.2 in response to any Demand by CBS, provided paragraph 2.b. effective until the earlier of (i) no Demand the date as of which the Holders of Special Shares may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with sell all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold without restriction pursuant to such registration. The Company may grant piggyback registration rights with respect to any Rule 144(k) promulgated under the 1933 Act (or successor thereto) or (i) the third anniversary from the effective date of the registration statement demanded pursuant to contemplated in this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2paragraph 2.b.

Demand Registration. If at At any time on after the date which is eight ------------------- (8) months after the Closing Date (as defined in the Exchange Agreement), any Holder or Holders may make a written request for a registration with the Commission under and in accordance with the provisions of the Securities Act of all or part of his Shares. Within ten (10) business days after December 1, 2007receipt of such request, the Company receives from CBS or its permitted transferees a written will give notice of such request to register shares all Holders. The Holders shall notify the Company in writing within fifteen (15) calendar days after receipt of Registrable Securities the Company's notice whether they wish to have all or a part of their Shares included in the requested registration. If Holders of fifty thousand (a “Demand”)50,000) or more of the Shares request to be included in the registration, within twenty (20) calendar days after receipt of such request by the Holders, the Company shall prepare and file with the Commission, a shelf Registration Statement under pursuant to Rule 415 of the 1933 Act Securities Act, covering all of the shares so requested Shares, and shall thereafter use its best efforts to cause such Registration Statement to be registered on Form S-3 or other available form declared effective by the Commission within three (which may be a Shelf 3) months thereafter; provided, however, that if such Registration Statement if so requested by CBS or its permitted transferees-------- ------- has not been declared effective within such three (3) month period (the "Three Month Deadline"), all of the Company's rights, the Holders' obligations, and the restrictions on the Initial Shares set forth in Sections 6 and 7 of this Agreement and in that certain Voting Agreement, of even date herewith, by and among the Holders shall be of no force or effect during the period commencing on the Three Month Deadline and terminating on the date when such Registration Statement becomes effective (the "Suspension Period"). The term of the restrictions set forth in Sections 6 and 7 of this Agreement and in the foregoing Voting Agreement shall not be tolled but shall continue to run during the Suspension Period. After the Registration Statement becomes effective, the Company shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause keep the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall continuously effective during the Company be obligated to file an Automatic Shelf period beginning on the date the Registration Statement prior to December 31has been declared effective and ending on the date three (3) years from the date hereof, 2007or such earlier date as the Holders may specify. The Company shall be required file amendments to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on Registration Statement and after December 1, 2007, (ii) only one Demand may be made by CBS (together otherwise comply with all permitted assignees thereof pursuant applicable federal and state securities laws and regulations as necessary to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf permit continuing sales of the Shares during the period the Registration Statement)Statement is effective. The registration of Registrable Securities under this Section 1.2 Holders shall not be deemed entitled to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% an unlimited number of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2demand registrations.

Demand Registration. If (a) The Shareholders shall have the right, by written notice (the "Demand Notice") given by the Shareholders who hold at any least a majority of the then existing Registrable Shares to the Company so long as this Agreement has not been terminated in accordance with Section 9.1 hereof, to request that the Company register under and in accordance with the provisions of the Securities Act all or part of the Registrable Shares designated by such holders; provided, that at the time on or after December 1of the Demand Notice the market value of the Registrable Shares to be registered in accordance therewith exceeds in the aggregate $25 million, 2007provided, however, that if the Shareholders in the aggregate own Registrable Shares, the Company receives from CBS or its permitted transferees market value of which does not exceed $25 million, then the Demand Notice shall apply to all of such Registrable Shares; and provided, further, that no one Demand Notice may be given if a written request Demand Notice was given during the eighteen-month period ending immediately prior to register shares of Registrable Securities (a “Demand”), such Demand Notice and the Company shall prepare and file filed a Registration Statement under the 1933 Act covering relating to all the shares so requested covered by such prior Demand Notice, which registration statement becomes effective in accordance with the provisions hereof, and the Company otherwise complied with its obligations under this Agreement with respect to such prior Demand Notice. All Demand Notices shall specify the amount of Registrable Shares to be registered on Form S-3 and the intended methods of disposition thereof. The Shareholders shall be entitled in the aggregate to five Demand Registrations pursuant to this Section 2 unless a Demand Registration did not become effective or other available form was not maintained effective for a period (whether or not continuous) of at least 180 days (subject to Section 2(e) hereof) or such shorter period at the end of which may all Registrable Shares covered by such Demand Registration have been sold pursuant thereto, in which case the Shareholders will be a Shelf entitled in the aggregate to one additional Demand Registration Statement if so requested by CBS or its permitted transferees)pursuant hereto for each instance in which the condition set forth above had not been satisfied. (b) The Company shall file with, and shall use its reasonable best efforts to cause as expeditiously as possible to be declared effective by, the SEC within 90 days of the date on which the Company first receives the Demand Notice given by the Shareholders pursuant to Section 2 hereof, a Registration Statement 4 under the Securities Act relating to the number of Registrable Shares specified in such Demand Notice (a "Demand Registration"); provided, that the Company shall have the right for a reasonable period of time not in excess of 90 days (exercisable by delivery of notice to the Shareholders of Registrable Shares included in such Registration Statement) to delay the filing of such Registration Statement to become effective if, in the Company's good faith exercise of its reasonable business judgment (i) such registration and offering would adversely affect or if interfere with a pending bona fide corporate transaction involving, or any bona fide financing by, the Company, (ii) the Company is in possession of material information that it determines, if disclosed in a Well-Known Seasoned Issuer at time registration statement, would have a material adverse effect on the business or operations of receipt of a Demand, the Company shall cause the Registration Statement and would not otherwise be required under law to be filed publicly disclosed or (iii) the Company is engaged in a program for the purchase of shares of Company Common Stock, unless such repurchase program and the requested registration may proceed concurrently pursuant to an Automatic Shelf Registration Statementexemption from Rule 10b-6 under the Exchange Act; provided provided, that in no event shall the Company be obligated to file an Automatic Shelf may so delay the filing of such Registration Statement prior with respect to December 31any one Demand Registration twice, 2007. but no more than twice, in any twelve-month period. (c) The Company shall be required agrees to register the Registrable Securities use reasonable best efforts to keep any Registration Statement filed pursuant to this Section 1.2 in response to any Demand by CBS, provided 2 continuously effective and usable for the resale of Registrable Shares for a period of 180 days (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant subject to Section 1.82(e) in any calendar year and (iiihereof) only four (4) Demands may be made by CBS hereunder (from the date on which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC declares such Registration Statement effective or other governmental agency or court, such registration shorter period which will be deemed not to have become effective unless 80% of terminate when all the Registrable Shares covered by such Registrable Securities Registration Statement have been sold pursuant to such registration)Registration Statement. The foregoing notwithstanding, and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration Company shall be deemed have the right to have been requested regardless of whether any suspend the use of the Registrable Securities are ultimately sold Registration Statement for a reasonable length of time not exceeding with respect to any one Demand Registration an aggregate of 90 days (a "Delay Period") if and only if in the good faith exercise of the Company's reasonable business judgment (i) such use would adversely affect or interfere with a pending bona fide corporate transaction involving, or any bona fide financing by, the Company, (ii) the Company is in possession of material information that it determines, if disclosed in a registration statement, would have a material adverse effect on the business or operations of the Company and would not otherwise be required under law to be publicly disclosed or (iii) the Company is engaged in a program for the purchase of any shares of Company Common Stock, unless such repurchase program and the requested registration may proceed concurrently pursuant to such registrationan exemption from Rule 10b-6 under the Exchange Act; provided, that the Company may so suspend sales with respect to any one Demand Registration, twice, but no more than twice, in any twelve-month period; and provided, further, that the foregoing delay provisions of this sentence shall not apply for any period longer than the shortest period for which similar provisions are imposed by any other registration rights or similar agreement between the Company and another party. The Company may grant shall provide written notice to the Shareholders of the beginning and end of each Delay Period and the Shareholders shall cease all disposition efforts with respect to Registrable Shares held by them immediately upon receipt of notice of the beginning of any Delay Period. The period for which the Company is required to maintain the effectiveness of the Registration Statement shall be extended by the aggregate number of days of all Delay Periods. Such period, including the extension thereof required by the preceding sentence, is hereafter referred to as the "Effectiveness Period." (d) In the case of a proposed offering pursuant to a Demand Registration, the Company may, in its sole discretion, include shares of Company Common Stock in such Demand Registration (whether for the account of the Company or otherwise, including without limitation shares of Company Common Stock held by security holders, if any, who have piggyback registration rights with respect thereto) on the same terms and conditions as the Registrable 5 Shares. Notwithstanding the foregoing, if the Company or, in case of any underwritten public offering, the managing underwriter or underwriters participating in such offering conclude that the total amount of shares of Company Common Stock requested to be included in such Demand Registration exceeds the amount which can be sold without materially and adversely delaying or affecting the success of the offering, then the amount of securities to be offered for the account of all holders other than the Company and the Shareholders shall be reduced (to zero if necessary) pro rata on the basis of the number of shares of Company Common Stock requested to be registered by each such holder. If, after such cut back, the Company or such underwriter concludes that the total amount of securities to be included in such Demand Registration still materially and adversely affects the success of such offering, then the amount of securities to be offered for the account of the Company shall be reduced (to zero if necessary). (e) If any registration statement demanded Demand Registration pursuant to this Section 1.22 is requested to be a "shelf" registration pursuant to Rule 415 under the Securities Act, provided that any the Company shall file a Registration Statement under Rule 415 under the Securities Act and shall keep such rights shall be Registration Statement filed in respect thereof continuously effective for a period ending on the earlier of (i) two years from the date on which the SEC declares such Registration Statement effective under the Securities Act (subject to the priority extension pursuant to Section 4 hereof), and (ii) the date on which all the Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. Upon the occurrence of CBS’s rights under this Section 1.2any event that would cause such Registration Statement (i) to contain an untrue or alleged untrue statement of material fact, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) not to be effective and usable for resale of Registrable Securities during the period that such Registration Statement is required to be effective and usable, the Company shall promptly file an amendment to such Registration Statement, in the case of clause (i), to correct any such misstatement or omission and, in the case of either clause (i) or (ii), use all reasonable efforts to cause such amendment to be declared effective and such Registration Statement to become usable as soon as practical thereafter.

Demand Registration. If at ▇▇▇▇▇▇▇▇▇ may exercise demand registration rights pursuant to this Agreement by providing the Company with a written notice during the term of this Agreement. The notice shall specify that it is being made pursuant to this Section 2 and include a request by ▇▇▇▇▇▇▇▇▇ that the Company file a registration statement, or a similar document pursuant to any time on or after December 1other statute then in effect corresponding to the 1933 Act, 2007covering the registration of Common Stock owned by ▇▇▇▇▇▇▇▇▇ with a proposed aggregate offering price to the public of not less than $25,000,000. Subject to Section 8 of this Agreement and receipt of proper notice, the Company receives from CBS or its permitted transferees a written request to register shares of Registrable Securities (a “Demand”), the Company shall prepare and file a Registration Statement under the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), and shall use its best efforts to cause as expeditiously as possible the Common Stock specified in the notice to be registered under the 1933 Act. Notwithstanding the foregoing, the Company shall not be obligated to effect a registration pursuant to this Section 2 (i) during the period starting with the date 45 days prior to the Company's estimated date of filing of, and ending on a date 120 days following the effective date of, a registration statement pertaining to an underwritten public offering of Common Stock for the account of the Company, provided that the Company is actively employing in good faith all reasonable efforts to cause such Registration Statement registration statement to become effective or if and that the Company's estimate of the date of filing such registration statement is made in good faith and (ii) during any period of up to 90 days during which the Company is a Well-Known Seasoned Issuer at time of receipt of a Demandreasonably determines that the registration would be materially adverse to the Company, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007makes such determination in good faith. The Company shall be required obligated to register the Registrable Securities effect only two registrations pursuant to this Section 1.2 in response 2. Subject to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to the provisions of Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration 8 of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effectiveAgreement, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration Company shall be deemed permitted to have been requested regardless cause to be registered shares of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights its Common Stock in connection with respect to any registration statement demanded effected pursuant to this Section 1.22. If the Company registers and sells a number of shares of Common Stock equal to 50% or more of the total number of shares registered and sold pursuant to a registration requested pursuant to this Section 2, provided that any such rights the registration shall be subject considered a registration pursuant to Section 3 of this Agreement. Any request for registration pursuant to this Section 2 may be for either a firmly underwritten public offering or a "best efforts" offering, in each case to be managed by an underwriter or underwriters of recognized national standing designated by ▇▇▇▇▇▇▇▇▇ and reasonably acceptable to the priority of CBS’s rights under this Section 1.2Company.

Demand Registration. If at any time on or after December 1, 2007, the Company receives from CBS or its permitted transferees (a) Upon receipt of a written request to register shares of Registrable Securities (a “Demand”"Registration Request"), delivered no earlier than the earlier of (i) January 31, 2004 and (ii) the first anniversary of the date of the closing of an underwritten initial public offering of the Common Stock, from Initiating Holders with respect to Registrable Stock representing at least 25% of such Initiating Holders' Registrable Stock (or any lesser percentage having a reasonably anticipated aggregate offering price to the public of more than $2,000,000), the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission promptly, but in any event within (x) 90 days after its receipt of such Registration Request if the Company had not conducted an underwritten public offering of the Common Stock before such time and (y) 45 days after its receipt of such Registration Request if the Company had conducted an underwritten public offering of the Common Stock before such time, a registration statement for the purpose of effecting a Registration Statement under of the 1933 Act covering the shares so sale of all Registrable Stock requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested Registered by CBS or its permitted transferees), the requesting Holders and shall use its best efforts any non-requesting Holder who requests to cause as expeditiously as possible have his Registrable Stock included in such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of registration statement within ten days after receipt of a Demand, Company shall cause notice by such Holder of the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007Request. The Company shall be required use commercially reasonable efforts to register effect such Registration as soon as practicable (including, without limitation, the Registrable Securities pursuant execution of an undertaking to this Section 1.2 in response to any Demand by CBS, provided file post-effective amendments and appropriate qualification under applicable state securities laws); and shall keep such Registration continuously effective until the earlier of (i) no Demand may be made by CBS until on and after December 1, 2007the second anniversary of the date that shares of Registrable Stock are first sold pursuant to such Registration, (ii) only one Demand may be made by CBS (together with the date on which all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration shares of Registrable Securities under this Section 1.2 shall not be deemed to Stock have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have 3 SERIES BB REG. RIGHTS AGREE. been sold pursuant to such registration)registration statement or Rule 144 and (iii) the date on which, and if in the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed reasonable opinion of counsel to have been requested regardless of whether any the Company, all of the Registrable Securities are ultimately Stock may be sold pursuant in accordance with Rule 144(k); provided, however, that the Company shall not be obligated to take any action to effect any such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded Registration, qualification or compliance pursuant to this Section 1.2, provided that 2 (i) in any such rights shall be particular jurisdiction in which the Company would become subject to taxation or would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the priority Company is already subject to taxation or service in such jurisdiction or (ii) during the period starting with the date 60 days prior to the Company's good faith estimate of CBS’s the date of filing of, and ending on a date 180 days after the effective date of, a Company-initiated registration. Notwithstanding the foregoing, the Company shall have the right (the "Suspension Right"") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) at any time or from time to time, for a period of not more than 90 days during any period of 365 days, if the Company shall furnish to the Holders a certificate signed by an executive officer or any trustee of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement). (b) If a Demand Registration is an underwritten Demand Registration with other holders requesting to include their securities pursuant to other piggyback rights under and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company will include in such registration (i) first, the Registrable Stock requested to be included therein by the Holders and the securities requested to be included therein by the Series AA Holders and the Series CC Holders, pro rata among the Holders, the Series AA Holders and the Series CC Holders on the basis of the number of shares of Registrable Stock or securities requested for inclusion in such registration by each such Holder, Series AA Holder or Series CC Holder and (ii) second, any securities requested to be included therein by any other holders with piggyback rights, subject to reduction as provided in the agreements granting registration rights to such holders. (c) The Company shall not be required to effect more than two Registrations pursuant to this Section 1.22.

Demand Registration. If (a) From and after the second anniversary of the Closing Date, Holders of at least 50% of the outstanding Transfer Restricted Notes, subject to Section 3(e) below, (the "INITIATING HOLDERS") may request, in writing, registration under the Securities Act of all or part of their Transfer Restricted Notes. Within 10 days after receipt of any time on or after December 1, 2007such request, the Company receives from CBS or its permitted transferees a written will give notice of such request to register shares all other Holders of Registrable Transfer Restricted Notes ("OTHER HOLDERS"). Thereafter, the Company will use all commercially reasonable efforts to effect the registration on an appropriate form under the Securities Act and will include in such registration, subject to Section 3(e) below, all Transfer Restricted Notes held by the Initiating Holders and Other Holders with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice. All registrations initiated by an Initiating Holder pursuant to this Section 3(a) are referred to herein as "DEMAND REGISTRATIONS." Notwithstanding anything herein to the contrary, the Company need not effect any requested Demand Registration unless the expected gross proceeds of such registration exceed $10,000,000. (a “Demand”)b) Notwithstanding anything in Section 3(a) above to the contrary, the Company shall prepare not be obligated to take any action to effect any such registration pursuant to Section 3(a) above: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and file a Registration Statement under the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form (which except as may be required by the Securities Act; (ii) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on one hundred twenty (120) days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a Shelf Registration Statement if so requested by CBS registration of securities in a Rule 145 transaction or its permitted transfereeswith respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable effects to cause such registration statement to become effective; (iii) After the Company has effected one (1) such registration pursuant to Section 3(a), and such registrations have been declared or ordered effective; (iv) If the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best commercially reasonable efforts to cause as expeditiously as possible such Registration Statement comply under Section 3(a) shall be deferred for a period not to become effective or if exceed one hundred eighty (180) days from the Company is a Well-Known Seasoned Issuer at time date of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to written request from an Automatic Shelf Registration StatementInitiating Holder; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the Registrable Securities pursuant to may not exercise this Section 1.2 in response to any Demand by CBS, provided deferral right more than once per twelve (i12) no Demand may be made by CBS until on and after December 1, 2007, month period. (iic) only one Demand may be made by CBS (together with all permitted assignees thereof A registration requested pursuant to Section 1.83(a) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested effected (i) unless such a registration becomes statement with respect thereto has been declared effective by the Commission, (provided that if, within one hundred and twenty (120ii) days if after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other the order or requirement of the SEC Commission or other governmental agency or courtcourt for any reason, and, as a result thereof, the Transfer Restricted Notes covered thereby have not been sold or (iii) the registration statement does not remain effective for a period expiring the earlier of 90 days after the effective date thereof or the completion of the distribution of the Transfer Restricted Notes included in such registration will statement. The Holders of the Transfer Restricted Notes shall be deemed not permitted to have become withdraw all or any part of the Transfer Restricted Notes from a Demand Registration at any time prior to the effective unless 80% date of such Registrable Securities have been sold Demand Registration; provided that in the event of, and concurrently with such withdrawal, the Holders responsible for such Demand Registration shall either (i) pay or reimburse the Company for all fees and expenses (including counsel fees and expense) incurred by them and the Company prior to such withdrawal or (ii) agree to forfeit its Demand Registration rights hereunder. (d) In the event that a registration pursuant to Section 3(a) is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 3(a). In such registration)event, the right of any Holder to registration pursuant to Section 3(a) shall be conditioned upon such ▇▇▇▇▇▇'s participation in the underwriting arrangements required by this Section 3, and if the registration has remained effective for one hundred and twenty (120) days without inclusion of such interference such registration Holder's Transfer Restricted Notes in the underwriting to the extent requested shall be deemed limited to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registrationextent provided herein. The Company may grant piggyback registration rights shall (together with respect all Holders proposing to any registration statement demanded pursuant to this Section 1.2distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Initiating Holder, provided that any such rights shall be but subject to the priority Company's reasonable approval. (e) If the Company includes in any underwritten Demand Registration any securities which are not Transfer Restricted Notes and the managing underwriters advise the Company in writing that in their opinion the number of CBS’s Transfer Restricted Notes proposed to be included exceeds the number of Transfer Restricted Notes and other securities which can be sold in such offering, the Company will include in such registration (i) first, the Transfer Restricted Notes requested to be included which, in the opinion of such underwriters, can be sold, by the Initiating Holders initiating the Demand Registration, (ii) second, the Transfer Restricted Notes proposed to be included in such registration by the Other Holders exercising their registration rights under this Section 1.2hereunder, pro rata based upon the total number of Transfer Restricted Notes which such Other Holders propose to include in such registration and (iii) third, the securities proposed to be included in such registration by any other holders as determined by the Company and the managing underwriters.

Demand Registration. (a) If at any time on or after December 1, 2007following the IPO, the Company receives from CBS or its permitted transferees shall receive a written request (a “Demand Notice”) from HFF Holdings that the Company effect the registration under the Securities Act of all or any portion of the Registrable Securities specified in the Demand Notice (a “Demand Registration”), specifying the intended method of disposition thereof, then the Company shall use its commercially reasonable efforts to register effect, as expeditiously as reasonably practicable, subject to the restrictions in Section 2.2(d), the registration under the Securities Act of the Registrable Securities for which HFF Holdings has requested registration under this Section 2.2, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing, (i) HFF Holdings shall be entitled to ten Demand Registrations pursuant to this Section 2.2, (ii) HFF Holdings shall be entitled to no more than one demand registration during any six-month period, and (iii) the Company shall not be obligated to make a Demand Registration with respect to HFF Holdings in the event that a Fifth Anniversary Registration or Piggyback Registration (as defined below) had been available to HFF Holdings within the 180 days preceding the date of the Demand Notice. (b) Notwithstanding any provision in this Section 2.3 or elsewhere in the Agreement, the Company shall be entitled to elect to effect the registration under the Securities Act of all of the Registrable Securities held by HFF Holdings in any individual Demand Registration, subject to the right of HFF Holdings to revoke its Demand Registration request pursuant to Section 2.3(c). (c) At any time prior to the effective date of the registration statement relating to such registration, HFF Holdings may revoke such Demand Registration request by providing a notice to the Company revoking such request. The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration. (d) If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Company and HFF Holdings that, in its view, the number of shares of Registrable Securities requested to be included 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 (a the “DemandMaximum Offering Size”), the Company shall prepare and file a Registration Statement under include in such registration, in the 1933 Act covering priority listed below, up to the shares so Maximum Offering Size: (i) first, all Registrable Securities requested to be registered on Form S-3 or other available form in the Demand Registration by HFF Holdings; and (which may ii) second, any securities proposed to be a Shelf Registration Statement if so requested registered by CBS or its permitted transferees), and shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time or any securities proposed to be registered for the account of receipt of a Demandany other persons, with such priorities among them as the Company shall cause the Registration Statement determine. (e) Upon notice to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall HFF Holdings, the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the Registrable Securities may postpone effecting a registration pursuant to this Section 1.2 2.2 on one occasion during any period of six consecutive months for a reasonable time specified in response to any Demand by CBSthe notice but not exceeding 120 days (which period may not be extended or renewed), provided if (i) no Demand may be made by CBS until on the Company shall determine in good faith that effecting the registration would materially and after December 1, 2007, adversely affect an offering of securities of such company the preparation of which had then been commenced or (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) the Company is in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (possession of material non-public information the disclosure of which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall during the period specified in such notice the Company believes in good faith would not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, in the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement best interests of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2Company.

Demand Registration. If at At any time on or after December 1, 2007beginning six (6) months following the closing of an IPO, the Company receives from CBS Initiating Holders may request in writing that all or its permitted transferees a written request to register shares part of the Registrable Securities held by them shall be registered for trading on any securities exchange or under any market system as to which any of the Company’s Ordinary Shares are then admitted for trading (a “DemandRegistration Request”). Any such demand must request the registration of shares in a reasonably estimated minimum amount of US$ 5,500,000. Within ten (10) days after receipt of the Registration Request, the Company shall prepare give written notice of such request to the other Holders and file a Registration Statement shall include in such registration all Registrable Securities held by all such Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within twenty (20) days after the receipt of the Company’s notice. Thereupon, the Company shall use its commercially reasonable efforts, subject to the provisions of this Section 2.3, to cause the registration of all Registrable Securities as to which it has received requests for registration for trading on the securities exchange specified in the request for registration (the “Participating Registrable Securities”) as soon as possible thereafter; provided, however, that the Company shall not be required to effect more than two (2) registrations under this Section 2.3 provided that each such registration has been declared or ordered effective and has remained effective as required under the 1933 Act covering terms of this Agreement, and further provided that the Company shall not be required to effect any registration under this Section 2.3 within a period of one hundred and eighty (180) days following the effective date of a previous registration. A registration shall not be counted as “effected” for purposes of this Subsection 2.3 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to this Subsection in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection. 1.3.1. Notwithstanding any other provision of this Section 2.3, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares so to be underwritten, then the amount of Participating Registrable Securities proposed to be registered shall be in the following order of priority: first, the Holders of Preferred Registrable Securities shall be entitled to register all of the Preferred Registrable Securities requested to be registered on Form S-3 or other available form by them (which may be a Shelf Registration Statement if so pro rata to the respective number of Preferred Registrable Securities requested by CBS the Holders to be included in the registration); second, if remaining, the Holders of Ordinary A Registrable Securities shall be entitled to register all of the Ordinary A Registrable Securities requested to be registered by them (pro rata to the respective number of Ordinary A Registrable Securities requested by the Holders to be included in the registration); third if remaining, the Holders of Key Holders Registrable Securities shall be entitled to register all of the Key Holders Registrable Securities requested to be registered by them (pro rata to the respective number of Key Holders Registrable Securities requested by the Holders to be included in the registration); fourth, if remaining, securities which the Company wishes to register on its own behalf; and fifth, if remaining, any other securities of the Company. In any event all Preferred Registrable Securities must be included in such registration prior to any other shares of the Company. 1.3.2. If the Company shall furnish to the Holders a certificate signed by either the chairperson of the Board or the Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be detrimental to the Company or its permitted transferees), and shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company is shareholders for a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement registration under this Section 2.3 to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31effected at such time, 2007. The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided because such action would (i) no Demand may be made by CBS until on and after December 1materially interfere with a significant acquisition, 2007corporate reorganization, or other similar transaction involving the Company; (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) only four (4) Demands may be made by CBS hereunder (which render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall include any Demand have the right to defer such registration for a Shelf Registration Statement). The registration period of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within more than one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement receipt of the SEC Registration Request; provided, however that the Company shall not utilize this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other governmental agency or court, stockholder during such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2day period other than an Excluded Registration.

Demand Registration. If Subject to the limitations set forth in this ------------------- Section 4(b), each Class A Stockholder (including all entities under "common control," an "Initiating Holder" and together with the Piggyback Holders, a "Registering Holder") shall have the right, which shall be exercisable twice, subject to the last sentence of this paragraph, to cause INFONET to use its commercially reasonable efforts to file and cause to be declared effective as soon as practicable a registration statement on any appropriate form under the Securities Act for the Stock which form shall be available for the sale or distribution referred to in such notice in accordance with the intended method or methods of distribution thereof. INFONET shall use its commercially reasonable efforts to (i) file such registration statement as soon as practicable after the receipt of such request and in any event within 35 days, which time period may be extended for up to 60 days at the option of INFONET, but not more than once in any 12 month period, if INFONET's management determines based upon the advice of counsel that it would be advisable to disclose in the registration statement a financing, acquisition or other corporate transaction or event, and a majority of the members of the Board of Directors other than the directors appointed by the Initiating Holders shall have determined in good faith that such disclosure would not be in the best interests of INFONET and its stockholders and (ii) use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable thereafter. As promptly as practicable after receiving such request and in any event no later than 5 days thereafter, INFONET shall give written notice thereof to all Holders other than the Initiating Holder and each such other Holder shall, by notice to INFONET given within 20 days after the giving of notice by INFONET, be entitled to have any Stock which it then proposes to sell or distribute included under such registration statement as if it were an Initiating Holder. The Initiating Holder shall have the right to cause INFONET to file additional registration statements at any time on or after December 1, 2007, (if otherwise permitted hereunder) with respect to Stock owned by such Initiating Holder in the Company receives from CBS or its permitted transferees a written request to register shares of Registrable Securities (a “Demand”), the Company shall prepare and file a Registration Statement under the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), and shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made the first (or any subsequent) registration statement filed at the request of such Initiating Holder is not declared effective by CBS until on the Securities and Exchange Commission (the "Commission") within 60 days of its initial filing therewith and such registration statement is withdrawn after December 1such 60th day, 2007, or (ii) only one Demand may all Stock owned by such Initiating Holder which it requests be made by CBS (together with all permitted assignees thereof pursuant included in such registration statement is not included due to the restrictions set forth in this Section 1.8) in any calendar year and 4, (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC Commission or other governmental agency or court, court prevents the complete distribution of the Stock of the Initiating Holder included in such registration will be deemed not statement in accordance with the plan of distribution set forth therein, or (iv) the conditions to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if closing specified in the registration has remained effective for one hundred and twenty (120) days without such interference purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Initiating Holder. INFONET shall not be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded obligated pursuant to this Section 1.24(b) to file and have declared effective (i) more than one registration statement during the period between the Effective Date and the first anniversary of the Effective Date, provided that inclusive, (ii) more than two registration statements during any such rights consecutive 12-month period after the first anniversary of the Effective Date and (iii) any registration statement which does not cover at least five percent (5%) of the total shares of capital stock outstanding as of the closing of INFONET's initial public offering. Shares of Stock proposed to be registered and sold pursuant to an underwritten offering for the account of the Initiating Holders pursuant to this Section 4 (b) shall be sold to prospective underwriters designated by the Initiating Holders and reasonably satisfactory to Infonet and any Piggybacking Holders and on the terms and subject to the priority conditions of CBS’s rights under one or more underwriting agreements negotiated among INFONET, the Registering Holders and the prospective underwriters. INFONET may include in any such registration statement other shares of capital stock of INFONET; provided, however, that (i) if such registration -------- ------- statement relates to an underwritten offering and the prospective underwriters of such offering determine in good faith that the aggregate number of shares of capital stock of INFONET which all Holders and INFONET propose to include in such registration statement exceeds the maximum number of shares of capital stock that should be included therein, INFONET will include in such registration, first, the Stock of the Initiating Holders participating in the offering pro rata among such Initiating Holders on the basis of the relative amount of Stock owned by all such Initiating Holders, second the Stock of any Piggybacking Holders participating in the offering pursuant to Section 4(a) pro rata among such Holders on the basis of the relative amount of Stock owned by all such Piggybacking Holders, and, third, the shares of capital stock which INFONET proposes to include in such registration statement, and (ii) if such offering is not underwritten, then no other shares of capital stock of INFONET shall be included in such registration statement unless the holders of a majority of the shares of Stock held by the Holders participating in the offering consent to the inclusion of such shares therein (which consent shall not be unreasonably withheld). INFONET shall not be required to effect a registration pursuant to this Section 1.24(b) (other than on Form S-3 or a similar short form, if then ------------ permitted) until a period of 90 days has elapsed from the effective date of the most recent previous registration which was not effected on Form S-3 or similar short form, except in the case of a registration in which any Holders shall have been prevented from including in such previous registration more than 25% of the amount of Stock which such Holders requested to have included because of a reduction required hereunder, in which case such period shall be 45 days. The right of the Initiating Holders to request a registration of Stock pursuant to this Section 4(b) ------------ shall not apply to any Holder to whom INFONET shall deliver an opinion of its counsel, which opinion shall be reasonably satisfactory to such Holder, that all of the Stock which such Holder proposes to sell may lawfully be sold or distributed publicly without registration within a period of 90 days commencing on the date which is 45 days after the date of such Holder's registration request. Each Registering Holder agrees that, upon receipt of any notice from INFONET of the happening of any event requiring the preparation of a supplement or amendment to a prospectus prepared pursuant to this Section 4 so that, as thereafter delivered to the purchasers of such Stock, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, such Registering Holder will forthwith discontinue disposition of Stock pursuant to the registration statement covering such Stock until such Registering Holder's receipt of the copies of the supplemented or amended prospectus contemplated hereby. If so directed by INFONET, such Registering Holder will deliver to INFONET all copies, other than permanent file copies then in such Registering Holder's possession, of the most recent prospectus covering such Stock at the time of receipt of such notice. Each Registering Holder of Stock agrees that it will immediately notify INFONET at any time when a prospectus relating to the registration of such Stock is required to be delivered under the Securities Act of the happening of any event as a result of which information previously furnished by such Registering Holder to INFONET in writing for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made. In the event INFONET shall give such notice, INFONET shall extend the period during which such registration statement shall be maintained effective by the number of days during the period from and including the date of the giving of notice pursuant to this paragraph to the date when INFONET shall make available to the Registering Holders of Stock covered by such registration statement a prospectus supplement amended to conform with the requirements hereof.

Demand Registration. If (i) At any time in the Initial Shelf Period during which the Initial Shelf Registration Statement is not effective for a continuous period of at least thirty (30) days (other than under the circumstances and periods permitted by Sections 8 and 9) (an "Initial Shelf Failure"), and at any time on or after December 1the Initial Shelf Registration Expiration Date and prior to the tenth (10th) anniversary of the Closing Date, 2007, any Holder of Registrable Shares may request in writing that the Company receives from CBS or its permitted transferees cause to be filed a written request to register shares of Registrable Securities registration statement (a “Demand”"Demand Shelf Registration Statement") under Rule 415 of the Securities Act relating to the sale by the Holder of all or part of such Holders Registrable Shares; provided, however, that the Company shall have no obligation pursuant to this Section 2(b)(i) unless the conditions set forth in Section 2(b)(ii), and elsewhere in this Agreement, are satisfied. Upon the Company's determination that such conditions have been satisfied, the Company shall prepare and file a Registration Statement under give written notice of the 1933 Act covering proposed registration to all Holders of Registrable Shares. Subject to the shares so requested conditions set forth below, each such Holder shall have the right, by giving written notice to be registered on Form S-3 or other available form the Company, within fifteen (which may be a 15) days after the notice referred to in the preceding sentence has been given by the Company, to elect to have included in the Demand Shelf Registration Statement if so requested by CBS all or its permitted transferees)part of such Holder's Registrable Shares. Thereupon, and the Company shall use its best reasonable efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Demand Shelf Registration Statement to be filed pursuant with, and be declared effective by, the SEC. The Company agrees to an Automatic use reasonable efforts to keep such Demand Shelf Registration Statement continuously effective until the earliest of (A) the date on which the Holders no longer hold any Registrable Shares registered under such Demand Shelf Registration Statement; provided that in no event shall , (B) the date on which the Company has caused to be delivered to the Holders an opinion of counsel, which counsel must be reasonably acceptable to each Holder, stating that the Registrable Shares may be sold during a single period of ninety (90) days by the Holders pursuant to Rule 144 promulgated under the Securities Act without regard to any volume limitations and that the Company has, on the date of such opinion, satisfied the necessary informational requirements under Rule 144, or (C) ninety (90) days from the date such Demand Shelf Registration Statement first becomes effective. (ii) The Company shall have no obligation under Section 2(b)(i) unless the following conditions are satisfied: (A) A Holder who requests that the Company cause to be filed a Demand Shelf Registration Statement pursuant to Section 2(b)(i) must provide to the Company a certificate (the "Authorizing Certificate") substantially in the form of Exhibit A hereto, that is signed by the Holders of at least ten (10) percent of the aggregate number of all Registrable Shares, at the time such request is made. The Authorizing Certificate shall set forth (i) the name of each Holder signing such Authorizing Certificate, (ii) the number of Registrable Shares held by each such Holder and, if different, the number of Registrable Shares such Holder would like to have registered, and (iii) a certification from each such Holder that it is requesting the registration of only those shares of Common Stock received by such Holder upon the redemption of its Units pursuant to the Partnership Agreement. Any Holder whose Registrable Shares have become eligible for sale pursuant to Rule 144(k) promulgated under the Securities Act shall not be included for purposes of calculating the percentage of Holders required to sign an Authorizing Certificate. If the Company determines that a Holder's Shares have become eligible for sale pursuant to Rule 144(k), the Company shall, at the request of such Holder, deliver to the Holder an opinion of counsel to such effect. (B) A Holder may only request that the Company register those Registrable Shares of Common Stock received by such Holder from the Company upon the redemption of some or all of such Holder's Units. (C) The Company shall be obligated to file an Automatic only one Demand Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 during any twelve (12) month period during which no Registration Statement has been in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2effect.

Demand Registration. If (a) The Holders of at least a majority of the then outstanding Registrable Securities (subject to Section 2.1(d) below) may make up to two written requests to HT to register their Registrable Securities during each twelve month period (each such Holder making such request being referred to hereinafter as a "Requesting Holder"), under the Securities Act and under the ----------------- securities or "blue sky" laws of any time on jurisdiction reasonably designated by such Requesting Holder (a "Demand Registration"), which may, at the election of the ------------------- Requesting Holder, include all or after December 1, 2007any portion of the Registrable Securities held by such Requesting Holder unless in the case of an underwritten offering, the Company receives from CBS or its permitted transferees managing Underwriter advises that shares should be excluded (in which case such Registrable Securities shall be excluded in accordance with the provisions of this Section 2.1 below). Within ten (10) Business Days after receipt by HT of such a written registration request, HT shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to register shares HT within ten (10) Business Days after receipt of such notice from HT (such participating Holder additionally, hereinafter referred to as a "Requesting Holder"). At the request of the Requesting Holders, HT shall use its ----------------- commercially reasonable efforts to cause each offering pursuant to this Section to be managed, on a firm commitment basis, by a recognized regional or national Underwriter selected by the Requesting Holders and approved by HT, such approval not to be unreasonably withheld. HT shall use its commercially reasonable efforts to cause such Demand Registration to become effective not later than three (3) months after it receives an initial request for a Demand Registration and to remain continuously effective for a period of at least one-hundred thirty-five (135) days from the effective date of such Demand Registration Statement or such shorter period which shall terminate when all of the Registrable Securities covered by the Demand Registration Statement have been sold pursuant thereto. HT shall not be required to effect more than two Demand Registrations at the request of the Holders in any twelve month period; provided, however, that any such request shall only be deemed the use of one of the two Demand Registrations hereunder, when a registration statement covering not less than seventy-five percent (75%) of the Registrable Securities specified in notices requesting registration are included for sale in the Demand for Registration Statement that has been declared. (b) If a “Demand”)Demand Registration Statement involves an underwritten offering and the managing Underwriter advises HT in writing that, in its opinion, the Company shall prepare and file a Registration Statement under the 1933 Act covering the shares so number of securities requested to be registered on Form S-3 or other available form (which may be a Shelf included in such Demand Registration Statement exceeds the number which can be sold without materially and adversely affecting the offering, HT will include in such Demand Registration Statement the number of such securities which HT is so advised can be sold in such offering without materially and adversely affecting the offering, determined as follows: (i) first, for each Requesting Holder, such number of securities as is determined by multiplying (x) the securities that are able to be registered as determined by the managing Underwriter, by (y) the fraction of (A) the aggregate number of securities of HT that such Requesting Holder proposes to include in such registration divided by (B) the total number of securities proposed to be sold in such offering by all Requesting Holders initiating the Demand Registration; (ii) second, for each remaining holder of HT's securities who holds contractual piggyback registration rights, other than the holders described above in clause (i), if so requested any, such number of securities that is determined by CBS or its permitted transfereesmultiplying (x) the remaining securities that are able to be registered as determined by the managing Underwriter, by (y) the fraction of (A) the number of the securities of HT that such holder proposes to include in such registration divided by (B) the total remaining number of securities proposed to be sold in such offering by all such holders exercising piggybank registration rights; and (iii) third, for HT and each remaining holder of HT's securities other than the holders described above in clauses (i), and shall use its best efforts (ii), if any, who are permitted by HT to cause so participate, such number of securities as expeditiously is determined by multiplying (x) the remaining number of securities that are able to be registered as possible determined by the managing Underwriter, by (y) the fraction of (A) the number of the securities of HT that HT and such Registration Statement holder proposes to become effective or if include in such registration divided by (B) the Company is a Well-Known Seasoned Issuer total remaining number of securities proposed to be sold in such offering by HT and all such remaining holders. (c) If at the time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required any demand to register the Registrable Securities pursuant to this Section 1.2 2.1, HT is engaged in, or has plans to engage in response (demonstrated by previously adopted resolutions of HT's Board of Trustees to any Demand by CBSsuch effect or a signed engagement letter or letter of intent with respect to such action) within three (3) months of the time of such request, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) a registered public offering or is engaged in any calendar year and (iii) only four (4) Demands other significant action which, in the good faith determination of HT's Board of Trustees, would be adversely affected by the requested registration to the material detriment of HT, then HT may at its option direct that such request be made by CBS hereunder (which shall include any Demand delayed for a Shelf Registration Statement). The registration reasonable period not in excess of Registrable Securities ninety (90) days from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request under this Section 1.2 to be exercised by HT not more than once in any one-year period. (d) HT shall not be deemed required to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded file a Registration Statement pursuant to this Section 1.22.1 unless the Holder or Holders demanding such registration propose to dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least the lower of $1,000,000 or, provided that any such rights shall be subject to 10% of the priority fair market value of CBS’s rights under this Section 1.2the Registrable Securities.

Demand Registration. If at any time on or after December 1(a) Subject to Sections 1.2(b) and 1.2(c), 2007, the Company receives from CBS or its permitted transferees if Citadel shall receive a written request (specifying that it is being made pursuant to register shares this Section 1.2) from a Holder or Holders that Citadel file a registration statement under the Act, or a similar document pursuant to any other statute then in effect corresponding to the Act, covering the registration of Shares owned by such Holder or Holders which represent at least twenty-five percent of the Registrable Securities originally issued pursuant to the Merger Agreement, then Citadel shall, within ten (10) business days of the receipt thereof, give written notice of such request to the other Holders at their respective addresses and shall file as soon as practicable, and in any event within sixty (60) days of the receipt of such request, a “Demand”), the Company shall prepare and file a Registration Statement registration statement under the 1933 Act covering all Registrable Securities which the shares so requested Holders request to be registered on Form S-3 or other available form within 30 days of the mailing of such notice to all Holders. (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees)b) Notwithstanding the foregoing, and (i) Citadel shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company not be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the Registrable Securities effect a registration pursuant to this Section 1.2 in response during the period starting with the date 60 days prior to any Demand by CBSCitadel's estimated date of filing of, and ending on a date six months following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of Citadel, provided (i) no Demand may be that Citadel is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that Citadel's estimate of the date of filing such registration statement is made by CBS until on and after December 1, 2007, in good faith; (ii) if Citadel shall furnish to the Holders initiating the registration request hereunder (the "Initiating Holders") a certificate signed by the President of Citadel stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to Citadel or its shareholders for a registration statement to be filed in the near future, then Citadel's obligation to file a registration statement shall be deferred for a period not to exceed six months, provided, however, that Citadel may furnish such a certificate to the Initiating Holders only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) once in any calendar one- year time period, and (iii) only four (4) Demands may if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be made by CBS hereunder (underwritten, then the Initiating Holders shall so advise all Holders which shall include any Demand for a Shelf Registration Statement). The registration would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof in proportion to the amount of Registrable Securities owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Citadel shall be obligated to effect only one demand registration pursuant ▇▇▇▇▇▇ Holders, collectively, provided, however, that if the Holders who demand registration under this Section 1.2 are unable to register at least ninety percent (90%) of their Registrable Securities requested to be included in such registration, then the number of registrations which Citadel shall be obligated to effect under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with increased by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2one.

Demand Registration. If at any time on or (a) From and after December 1the date that is six months after the date of this Agreement, 2007, a majority of the Company receives from CBS or its permitted transferees a written request to register shares Holders of Registrable Securities (a “Demand”)the "Majority Noteholders") may request in writing that the Company effect the registration under the Securities Act of all or part of the Registrable Securities owned by the Majority Noteholders. Upon receipt of such written request, and subject to the limitations set forth herein, the Company shall prepare will file with the U.S. Securities and file a Registration Statement under the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees)Exchange Commission as promptly as practicable, and shall use its reasonable best efforts to cause as expeditiously as possible such Registration Statement to become effective effective, a registration statement on Form ▇-▇, ▇-▇ or if S-3 under the Securities Act registering the offering and sale of the Registrable Securities which the Company is a Well-Known Seasoned Issuer at time has been so requested to register, all to the extent necessary to permit the disposition (in accordance with the intended method thereof as set forth in such written request) of receipt of a Demandthe Registrable Securities so to be registered; provided, that the Company shall cause the Registration Statement to not be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be -------- obligated to file an Automatic Shelf Registration Statement prior a registration statement relating to December 31, 2007. any registration request under this Section 9.3 with respect to more than one registration under this Section 9.3(a). (b) The Company shall be entitled to postpone for a reasonable period of time (not to exceed 60 days (or, in the case of clause (A) below, 60 days after effectiveness of the proposed registration statement), which may not thereafter be extended) the filing of any registration statement otherwise required to register the Registrable Securities be prepared and filed by it pursuant to this Section 1.2 9.3(b) if, at the time it receives a request for such registration, (A) the Company is conducting or has taken definitive steps to conduct an offering of any class of its securities and the Company is advised in response writing by the investment banker, managing underwriter or financial advisor engaged by the Company to any Demand advise the Company thereon that such offering would be affected materially and adversely by CBSthe registration so demanded, provided (iB) no Demand the Company is in possession of material information that has not been disclosed to the public and the Board of Directors of the Company, in the reasonable exercise of its discretion, has determined that it is advisable not to disclose such information in the registration statement, or (C) the Board of Directors of the Company shall determine in good faith that such offering will materially interfere with a pending or contemplated merger, sale of assets, recapitalization or other similar corporate action of the Company, and in each such case the Company shall have furnished to Majority Noteholders an Officers' Certificate confirming the applicability of clause (A), (B), or (C), as the case may be. After such period of postponement the Company shall effect such registration as promptly as practicable without further request from the Holders of Notes, unless such request has been withdrawn by the Majority Noteholders. (c) It is agreed and understood that the right conferred by this Section 9.3 may be made by CBS until on and after December 1, 2007, (ii) exercised only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2once.

Demand Registration. If at any time on or after December 1, 2007, the The Company receives from CBS or its permitted transferees agrees that within sixty days of receiving a written request to register shares of Registrable Securities the Pioneer Partnership or a majority of its direct assigns (a “Demand”the "Holders"), for so long as such Holders in the aggregate, are holders of Preferred Stock and/or Common Stock ("Initiating Holders"), on one (1) occasion, but not prior to July 1, 2000 provided that the Company shall prepare and file is a Registration Statement reporting company under the Exchange Act, or has filed a registration statement under the 1933 Act covering Act, or such other means by which the shares so requested Company has then become a "public company" or "goes public" such that it has a class of stock which is publicly traded, but in no event shall such right continue to be registered on Form S-3 or other available form suspended after one (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees)1) year from the date of the Closing hereof, shall, at the Company's sole cost and shall expense, use its reasonable best efforts to cause any or all of the Preferred Stock and/or the underlying securities issuable upon conversion of the Preferred Stock (collectively the "Registrable Securities"), to be the subject of an appropriate Registration Statement, so as expeditiously as possible to enable the Initiating Holders to publicly offer without restriction such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of securities. Upon receipt of a Demandwritten request by the Initiating Holders, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated will promptly give written notice of the proposed registration to all other Holders and as soon as practicable, use its diligent reasonable best efforts to effect such registration with the Commission (including, without limitation, the execution of an undertaking to file an Automatic Shelf Registration Statement prior to December 31post-effective amendments, 2007appropriate qualification filings under applicable state securities (blue sky) laws and appropriate compliance with applicable regulations issued under the 1933 Act). The Company shall be required file such registration statement pursuant to the Securities Act of 1933, as amended (the "1933 Act") to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement)resale. The registration of Registrable Securities under this Section 1.2 Company shall not be deemed use its reasonable best efforts to have been requested unless cause such registration becomes statement to become and remain effective (provided that if, within one hundred and twenty (120) days after it has become effective, including the offering taking of Registrable Securities pursuant such steps as are reasonably necessary to such registration is interfered with by obtain the removal of any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2on a timely basis.

Demand Registration. If at any time on or after December 1(a) Subject to the conditions of this Section 2.1, 2007, the Company if NPDC receives from CBS or its permitted transferees a written request to register shares of Registrable Securities (a “Demand”), the Company shall prepare and from Flegel that NPDC file a Registration Statement registration statement under the 1933 ▇▇▇▇▇▇ties Act covering the shares so registration of all or a part of his Registrable Securities, then NPDC shall use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that he has requested to be registered on Form S-3 (such request to include the number of Registrable Securities sought to be included and the intended method or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transfereesmethods of distribution of such Registrable Securities), subject to and shall use its best efforts in accordance with the terms, conditions, procedures, and limitations contained in this Agreement. Flegel may at any time prior to cause as expeditiously as possible such Registration Statement the effective date of the ▇▇▇▇▇tration statement relating to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demandrequested registration under this Section 2.1 revoke his request by providing written notice to NPDC, Company shall cause in which case the Registration Statement to Expenses will be filed pursuant to an Automatic Shelf Registration Statement; provided that borne in no event accordance with Section 2.4. (b) NPDC shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall not be required to register the Registrable Securities effect a registration pursuant to this Section 1.2 in response to any Demand by CBS, provided 2.1: (i) no Demand may be made by CBS until on and after December 1, 2007, prior to the expiration of the Lock-Up Period; (ii) only after NPDC has effected one Demand may be made by CBS (together with all permitted assignees thereof registration pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 2.1, provided, however, that a registration shall not be deemed to have count as having been requested effected unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after until it has become effective, and unless and until Flegel shall have had the offering opportunity to register and sell 100% of ▇▇▇ Registrable Securities initially requested to be registered pursuant thereto, except that a registration the request for which has been revoked by Flegel shall count as having been effected unless the rev▇▇▇▇▇▇n is based upon material adverse information concerning the business or financial condition of NPDC, of which Flegel was not aware at the time of his request for regis▇▇▇▇▇▇n; (iii) during the period starting with the date of filing of, and ending on the date 90 days following the effective date of, a registration statement pertaining to any underwritten public offering in which Flegel was given the opportunity to participate pursuant to Sectio▇ 2.2; provided that NPDC uses commercially reasonable efforts to cause such registration statement to become effective; or (iv) during any period when NPDC is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not eligible to have become effective unless 80% of such Registrable Securities have been sold pursuant use Form S-3 to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of register the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2Securities.

Demand Registration. If at At any time on or after December 1and from time to time, 2007request, in writing, that the Company receives from CBS cause the registration of all or its permitted transferees a written request to register at least 250,000 shares of Registrable Securities the Common Stock issued (a “the "Demand”"), the . The Company shall prepare promptly thereafter (and file a Registration Statement under the 1933 Act covering the shares so requested in any event within 10 days after its receipt of such Demand) cause to be registered on prepared an amended registration statement, file the amended registration statement within 60 days after the date of such request (45 days in the case of a Form S-3) (using Form S-3 or other "short form," if available form (which and advised by counsel), to the end that such Common Stock may be a Shelf Registration Statement if so requested by CBS or its permitted transferees)sold thereunder as soon as it becomes effective, and shall the Company will use its reasonable best efforts to cause as expeditiously as possible such ensure that a distribution of the Common Stock pursuant to the amended registration statement may continue for up to nine months from the date of the effective date of the amended registration statement. Such registration shall hereinafter be called a "Demand Registration." The Demand Registration Statement includes the right of the Conversion Parties to become effective require the Company to file a registration statement on Form S-3 (or if Form S-3 is unavailable to the Company Company, such other form as is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement available) for an offering to be filed made on a continuous basis pursuant to an Automatic Shelf Registration Statement; provided that in no event shall a "shelf" registration statement under Rule 415 promulgated under the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007Securities Act. The Company Conversion Parties shall be required entitled to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only request one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Registration. A Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless count as such until a registration statement becomes effective (provided and remains effective for nine months or until all of the shares thereunder are sold; provided, that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such the registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC Commission or any other governmental agency or courtauthority, such registration will be deemed not to have become effective been effected unless 80% of such Registrable Securities stop order, injunction or other order shall subsequently have been sold vacated or otherwise removed. The Conversion Parties shall select the underwriters of any offering pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any a registration statement demanded filed pursuant to this Section 1.26.1(a), provided that any such rights shall be subject to the priority approval of CBS’s rights under this Section 1.2the Company, which approval shall not be unreasonably withheld. Any selected underwriter shall be a well-recognized firm in good standing.

Demand Registration. (a) If the Company shall receive from the Holder at any time on after six (6) months have elapsed from the Closing Date (as defined in the Stock Purchase Agreement) a written request that the Company effect a registration with respect to all or after December 1, 2007any part of the Registrable Securities, the Company receives will, as soon as practicable thereafter, use all reasonable efforts to prepare and file with the Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering the resale from CBS or its permitted transferees a written request time to register shares time by the Holder of all of the Registrable Securities (the "Initial Shelf Registration"). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by the Holder. The Company shall use all reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is two years (or for such other time period as shall be specified in Rule 144(k) as the holding period required for termination of certain restrictions on sales of restricted securities by persons other than affiliates) from the Closing Date, or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration have been sold, or (ii) a “Demand”subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act or (iii) there cease to be outstanding any Registrable Securities (the "Effectiveness Period"). The Company shall file a registration statement as soon as practicable after receipt of the request of the Holder under this Section 1.2, but in any event within ninety (90) days of receipt of such request; provided, however, that if the Company shall furnish to the Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company that (i) such offering would materially interfere with, or adversely affect, a pending or contemplated financing, merger, sale of assets, recapitalization, corporate reorganization or other significant transaction or (ii) the disclosures required in connection with such registration could reasonably be expected to materially adversely affect the business or prospects of the Company, and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing to a date not later than one hundred eighty (180) days after receipt of such request; provided, further that the Company may not defer more than one such filing in any twelve (12) month period. (b) If the Initial Shelf Registration or any subsequent Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the securities registered thereunder), the Company shall prepare use all reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness amend the Shelf Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file a an additional "shelf" Registration Statement under pursuant to Rule 415 covering all of the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form Registrable Securities (which may be a "Subsequent Shelf Registration"). If a Subsequent Shelf Registration Statement if so requested by CBS or its permitted transferees)is filed, and the Company shall use its best all reasonable efforts to cause the Subsequent Shelf Registration to be declared effective as expeditiously soon as possible practicable after such filing and to keep such Registration Statement continuously effective until the end of the Effectiveness Period. The Effectiveness Period shall be extended by the period of time which elapsed between such cessation of effectiveness and the withdrawal of the order suspending the effectiveness or the effective date of the subsequent shelf registration, as the case may be. (c) The Company shall supplement and amend the Shelf Registration or Subsequent Shelf Registration, as the case may be, if required by the rules, regulations or instructions applicable to become effective the registration form used by the Company for such Shelf Registration, if required by the Securities Act, or if reasonably requested by the holders of a majority of the securities included in such Registration Statement. (d) Notwithstanding the foregoing, the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company not be obligated to file an Automatic Shelf Registration Statement prior take any action to December 31effect any such registration, 2007. The Company shall be required to register the Registrable Securities qualification or compliance pursuant to this Section 1.2 in response to any Demand by CBS, provided 1.2: (i) no Demand may be made by CBS until on and after December 1if, 2007during the six (6) month period following the Closing Date, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof the Company has initiated a registration pursuant to Section 1.8) in any calendar year 1.3 hereof and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it the Holder has become effective, the offering of distributed his Registrable Securities pursuant to such registration is interfered with by any stop order, injunction (counting for these purposes only registrations which have been declared or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not ordered effective and pursuant to have become effective unless 80% of such Registrable Securities which securities have been sold and registrations which have been withdrawn by the Holder unless the Holder has elected to bear all Registration Expenses incurred by the Company pursuant to such registration)Section 1.5 hereof and related to the Holder and its withdrawal, and which expenses would, absent such election, have been borne by the Company); (ii) at any time before the date six (6) months after the Closing Date; or (iii) if the registration has remained effective for one hundred and twenty (120) days without such interference such registration Company shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to previously initiated any registration statement demanded pursuant to this Section 1.2, provided that 1.2 (counting for these purposes only a registration which has been declared or ordered effective and pursuant to which securities have been sold and any such rights shall be subject registration which has been withdrawn by the Holder unless the Holder has elected to bear all Registration Expenses incurred by the Company pursuant to Section 1.5 hereof and related to the priority Holder and its withdrawal, and which expenses would, absent such election, have been borne by the Company). (e) The registration statement filed in accordance with Section 1.2 pursuant to the request of CBS’s the Holder may include other securities of the Company with respect to which registration rights under this Section 1.2have been granted, and may include securities of the Company being sold for the account of the Company.

Demand Registration. If at Promptly after the Closing Date (and in any event not later than the time on or after December 1of filing any registration statement covering shares issuable upon conversion of the Company's outstanding 10% Senior Convertible Notes under the Note Purchase Agreement dated January 8, 2007, the Company receives from CBS or its permitted transferees a written request to register shares of Registrable Securities (a “Demand”2001), the Company shall Mail.▇▇▇ ▇▇▇ees to prepare and file a Registration Statement under the 1933 Act covering the shares so requested to be registered shelf registration statement on Form S-3 or other available form for an offering to be made on a continuous basis pursuant to Rule 415 (which may be a Shelf the "Registration Statement if so requested by CBS or its permitted transferees), Statement") covering all of the Registrable Securities and shall to use its best reasonable commercial efforts to cause as expeditiously as possible such the Registration Statement to become effective as soon as practicable thereafter (the "DEMAND REGISTRATION"); provided, however, (1) Mail.▇▇▇ ▇▇▇ delay the filing or if the Company is a Well-Known Seasoned Issuer at time effectiveness of receipt of a Demand, Company shall cause the Registration Statement under the Act as required by this SECTION 2.01, or any sales thereunder, for a period of up to sixty (60) days if Mail.▇▇▇ ▇▇ currently engaged in negotiating a material financing or acquisition or disposition or other material corporate transaction and the Board of Directors of Mail.▇▇▇ ▇▇▇ermines in good faith that such Demand Registration would be filed pursuant materially adverse to an Automatic Shelf Registration Statementthe interests of Mail.▇▇▇ ▇▇ connection with such financing, acquisition, disposition or other transaction; provided provided, however, that Mail.▇▇▇ ▇▇▇ not exercise this right more than twice in any twelve (12) month period and (2) in no event shall the Company be obligated Mail.▇▇▇ ▇▇ required to file an Automatic Shelf Registration Statement prior to December 31more than one registration statement; provided, 2007. The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBShowever, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it a Demand Registration has become effective, the offering of Registrable Securities pursuant to such registration thereto is interfered with suspended, blocked by any stop order, injunction or other order or requirement of the SEC or other any governmental agency or court, or withdrawn, such registration Demand Registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded effected pursuant to this Section 1.22.01. If the Registration Statement in connection with a Demand Registration shall not become effective on or before 120 days after the Closing Date, provided that or if once effective shall cease to be effective at any time after such rights shall be subject 120 day period (other than during a 60 day period described above), other than by reason of a material misstatement or omission or alleged misstatement or omission with respect to information furnished by the priority holders of CBS’s rights under this Section 1.2Registrable Securities for use in the Registration Statement or prospectus contained therein, then Mail.▇▇▇ ▇▇▇ll pay to each such holder an amount equal to 1% per month (2% per month if the Registration Statement has not become effective initially on or before 240 days after the Closing Date) of the principal amount of the Exchange Notes held by such holder (pro rated for partial months) from such 120th day or 240th day, as applicable, until the Registration Statement becomes effective or becomes effective once again or until the second anniversary of the issuance of the Exchange Notes.

Demand Registration. If at any time on (a) After receipt of a written request from the Holder requesting that the Company effect a registration (a "Demand ------ Registration") under the Securities Act covering all or after December 1, 2007part of the Registrable ------------ Securities held by such Holder which specifies the intended method or methods of disposition thereof, the Company receives from CBS shall, as expeditiously as is possible, but in any event no later than 60 days (or its permitted transferees 30 days if the Company is eligible to use Form S-3) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to register cause to be declared effective as soon as reasonably practicable, a registration statement (a "Demand ------ Registration Statement") relating to all shares of Registrable Securities (a “Demand”), which ---------------------- the Company shall prepare has been so requested to register by the Holder for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value, net of underwriting -------- ------- discounts and file a Registration Statement under commissions, of the 1933 Act covering the shares so Registrable Securities requested to be registered be at least $5,000,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is received by the Company. (b) If the Holder requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 2.10 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities requested to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability or pricing thereof (the "Maximum Number of Securities"), then the ---------------------------- Company shall include in such Demand Registration the Registrable Securities that the Holder has requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Registration any other securities of the Company and other securities held by other security holders of the Company, as the Company may in its discretion determine or be obligated to allow, in an amount which together with the Registrable Securities included in such Demand Registration shall not exceed the Maximum Number of Securities. In such event, the right of the Company or any other security holder of the Company to include its Common Stock in such registration shall be conditioned upon such party's participation in such underwriting and the inclusion of such party's Common Stock in the underwriting to the extent provided herein. (c) If the Company is eligible to use Form S-3 or other available form (which S-3, any Demand Registration Statement may be required by the Holder to be in an appropriate form under the Securities Act (a "Shelf Registration Statement") relating to any or all of the ---------------------------- Registrable Securities in accordance with the methods and distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (the "Shelf Registration"). Any such demand to file a Shelf Registration Statement if so requested by CBS or its permitted transferees), ------------------ shall require the use of one Demand Registration request and shall use its best efforts be subject to cause as expeditiously as possible such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time terms of receipt of a Demand, Company Section 2.1(a). The Holder shall cause the Registration Statement to be filed pursuant entitled to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the aggregate of two registrations of Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS2.1; provided, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof that a registration requested -------- pursuant to this Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 2.1 shall not be deemed to have been requested effected for purposes of this Section 2.1(d) unless such registration becomes effective (provided that if, within one hundred and twenty (120i) days after it has become effectivebeen declared effective by the Commission, (ii) it has remained effective for the period set forth in Section 2.4(a), and (iii) the offering of Registrable Securities pursuant to such registration is interfered with by not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any requirement of the Registrable Securities are ultimately sold pursuant to such registration. SEC prompted by act or omission of the Holder). (e) The Company may grant piggyback shall not be required to effect a registration rights with respect to any registration statement demanded pursuant to this Section 1.22.1: (i) prior to the date which is the six month anniversary of the date of the Closing (as defined in the Purchase Agreement); or (ii) on or after the date that, pursuant to a written opinion of counsel for the Company, all the Common Stock held by the Investor as a result of the Initial Investment (as defined in the Purchase Agreement) and any exercise of the Warrant (as defined in the Purchase Agreement) can be sold pursuant to Rule 144 in any three month period (such date being the "144 Sale Date"); or ------------- (iii) during the period starting with the date 45 days prior to the Company's estimated date of filing of, and ending on the date 90 days immediately following the effective date of, any registration statement pertaining to an underwritten public offering of newly issued securities of the Company with respect to which the Holder has the right to request inclusion of Registrable Securities pursuant to Section 2.2, provided that any the Company is actively employing in good faith commercially reasonable efforts to cause such rights shall be subject registration to the priority of CBS’s rights under this Section 1.2become effective.

Demand Registration. If at At any time on or after December 1the first anniversary of the closing of the Company's initial public offering, 2007subject to the conditions set forth in this Agreement, any of the Holders of the Registrable Shares (as hereinafter defined), may request that the Company receives from CBS or its permitted transferees cause to be filed as soon as practicable, a written request to register shares of Registrable Securities registration statement (a “Demand”)"Shelf Registration Statement") under Rule 415 under the Securities Act relating to the sale by the Holder of all but not less than all of the shares received by the Holders pursuant to the Formation Agreements (the "Registrable Shares") in accordance with the terms hereof. Upon receipt of any such request, the Company shall prepare and file a Registration Statement under promptly give written notice of such proposed registration to all Holders of the 1933 Act covering Registrable Shares. Such Holders shall have the shares so requested right, by giving written notice to be registered on Form S-3 or other available form the Company within fifteen (which may be a 15) days after the notice referred to in the preceding sentence has been given by the Company to elect to have included in the Shelf Registration Statement if so requested by CBS or its permitted transferees)such of their Registrable Shares as such Holders may request in such notice of election. Thereupon, and shall the Company shall, as expeditiously as possible, use its best reasonable efforts to cause as expeditiously as possible such Registration Statement to become be declared effective or if by the Securities and Exchange Commission (the "SEC") for all Registrable Shares which the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement has been requested to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007register as soon as practicable thereafter. The Company shall not be required to register the Registrable Securities file and effect more than one (1) Shelf Registration Statement pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement1(a). The registration Company agrees to use reasonable efforts to keep the Registration Statement continuously effective until the earliest of (a) the date on which the Holders no longer hold any Registrable Securities Shares registered under this Section 1.2 shall not the Registration Statement, (b) the date on which the Company has caused to be deemed delivered to have been requested unless such registration becomes effective (provided the Holders an opinion of counsel, which counsel must be reasonably acceptable to each Holder, stating that if, within one hundred and twenty (120) the Registrable Shares may be sold during a single period of 90 days after it has become effective, by the offering of Registrable Securities Holders pursuant to Rule 144 promulgated under the Securities Act without regard to any volume limitations and that the Company has, on the date of such registration is interfered with by any stop orderopinion, injunction satisfied the necessary informational requirements under Rule 144 or other order or requirement (c) the third anniversary of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2Company's initial public offering.

Demand Registration. If (a) Subject to the terms and conditions of this Agreement, including Section 2(c), if at any time on or after December following January 1, 20072013, the Company receives from CBS or its permitted transferees a written request to from one or more Holders that the Company register shares of under the Securities Act Registrable Securities representing at least 500,000 shares (or, in the case of a “Demand”Registration Statement on Form S-1, 1,000,000 shares) of Common Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting the Common Stock), then the Company shall prepare and file file, as promptly as reasonably practicable but no later than the Filing Deadline, a Registration Statement under the 1933 Securities Act covering all Registrable Securities that the shares so requested requesting Holders request to be registered (a “Demand Registration”). The Registration Statement shall be on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), and shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or except if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demandnot then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose). The Company shall use all reasonable efforts to cause the Registration Statement to be filed pursuant declared effective or otherwise to an Automatic Shelf become effective under the Securities Act no later than the Effectiveness Deadline, and shall use all reasonable efforts to keep the Registration StatementStatement continuously effective under the Securities Act until the earlier of (i) the date on which the requesting Holders notify the Company in writing that the Registrable Securities included in such Registration Statement have been sold or the offering therefor has been terminated or (ii) 180 days following the date on which such Registration Statement was declared effective by the Commission; provided that in no event such 180-day period shall be extended automatically by one Business Day for each Business Day that the use of such Registration Statement or Prospectus is suspended by the Company pursuant to any Scheduled Black-out Period, pursuant to Section 2(d) or pursuant to Section 5(a)(v). (b) If the requesting Holders intend to distribute the Registrable Securities covered by the Holders’ request by means of an underwriting, (i) the Holder(s) shall so advise the Company as a part of the request made pursuant to Section 2(a) and (ii) the Holder(s) shall have the right to appoint the book-running, managing and other underwriter(s), subject to the approval of the Company, not to be obligated to file an Automatic Shelf Registration Statement prior to December 31unreasonably withheld, 2007. conditioned or delayed. (c) The Company shall not be required to register the Registrable Securities effect a registration pursuant to this Section 1.2 in response to any Demand by CBS, provided 2: (i) no Demand may be made on Form S-1 after the Company has effected two registrations pursuant to this Section 2 on Form S-1, and such registrations have been declared or ordered effective and kept effective by CBS until on and after December 1, 2007, the Company as required by this Agreement; or (ii) only one more than twice during any single calendar year. The Holders shall be entitled to an unlimited number of Demand Registrations on Form S-3 under this Agreement. (d) Notwithstanding anything to the contrary in this Agreement, (i) upon notice to the requesting Holder(s), the Company may delay the Filing Deadline and/or the Effectiveness Deadline with respect to, or suspend the effectiveness or availability of, any Registration Statement for up to 60 days in the aggregate in any 12-month period (a “Suspension Period”) if the Company furnishes to the requesting Holder(s) a certificate signed by the Company’s chief executive officer or chief financial officer stating that in the good faith judgment of the Board it would be made by CBS materially detrimental to the Company and its stockholders for such Registration Statement to be filed or become or remain effective during such Suspension Period because such action would (together x) materially interfere with all permitted assignees thereof a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided that any suspension of a Registration Statement pursuant to Section 1.85(a)(v) in shall be treated as a Suspension Period for purposes of calculating the maximum number of days of any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities Suspension Period under this Section 1.2 shall not be deemed 2(d); and (ii) upon notice to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effectivethe requesting Holder(s), the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights delay the Filing Deadline and/or the Effectiveness Deadline with respect to any registration statement demanded Registration Statement for a period not to exceed 30 days prior to the Company’s good faith estimate of the launch date of, and 90 days after the closing date of, a Company initiated registered offering of equity securities (including equity securities convertible into or exchangeable for Common Stock); provided that (A) the Company is actively employing in good faith all reasonable efforts to launch such registered offering throughout such period, (B) each requesting Holder is afforded the opportunity to include Registrable Securities in such registered offering in accordance with Section 3, and (C) the right to delay or suspend the effectiveness or availability of such Registration Statement pursuant to this Section 1.2clause (ii) shall not be exercised by the Company more than once in any twelve-month period and not more than 90 days in the aggregate in any twelve-month period. If the Company shall delay any Filing Deadline pursuant to this paragraph (d) for more than ten Business Days, provided that a requesting Holder may withdraw the demand therefor at any time after such rights shall be subject ten Business Days so long as such delay is then continuing by providing written notice to the priority of CBS’s rights Company to such effect, and any demand so withdrawn shall not count as a demand for registration for any purpose under this Section 1.22, including Section 2(c).

Demand Registration. If at At any time during the period commencing on the first anniversary of the Closing Date and ending when the holders of the Registrable Securities (i) own, in the aggregate, less than 5% of the issued and outstanding shares of Common Stock and (ii) are not Affiliates of the Company, any holder or after December 1holders of not less than 20% of the Registrable Securities may make two written requests (a "Demand Notice") for registration under the Securities Act (a "Demand Registration") of the Registrable Securities held by such holder or holders; provided, 2007however, that the Company receives from CBS or its permitted transferees a written request to register number of shares of Registrable Securities requested to be registered shall have a "fair market value" (determined pursuant to the next sentence) in excess of $5,000,000. For purposes of this Agreement, fair market value of the Registrable Securities shall be determined as follows: (i) if the security is listed on any established stock exchange or a “Demand”national market system, including, without limitation, the National Market System of the National Association of Securities Dealers Automated Quotation System, its fair market value shall be the closing sales price or the closing bid if no sales were reported, as quoted on such system or exchange (or the largest such exchange) on the business day immediately preceding the date of the Demand Notice (or if there are no sales or bids for such date, then for the last preceding business day for such sales or bids), as reported in The Wall Street Journal or similar publication; (ii) if the security is regularly quoted by a recognized securities dealer but selling prices are not reported, its fair market value shall be the mean between the high bid and low asked prices for the security on the date of the Demand Notice (or if there are no quoted prices for such date, then for the last preceding business day on which there were quoted prices); or (iii) in the absence of an established market for the security, the fair market value shall be determined in good faith by the Company's Board of Directors, with reference to the Company's net worth, prospective earning power, dividend-paying capacity and other relevant factors, including the goodwill of the Company, the economic outlook in the Company's industry, the Company's position in the industry and its management, and the values of stock of other corporations in the same or a similar line of business (all of such factors determined as of the date of the Demand Notice). Within ten days after receipt of each Demand Notice, the Company shall prepare and file a Registration Statement under the 1933 Act covering the shares so requested give written notice of such registration request to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), and shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company is a Wellall non-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration requesting holders of Registrable Securities under this Section 1.2 shall not be deemed and shall, subject to the provisions of the following paragraph, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after the receipt of the notice of such demand registration request by the applicable holder. Both the Demand Notice and any request to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, Registrable Securities included in a Demand Registration will specify the offering number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration requested pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2.this

Demand Registration. If at any time on or after December 1, 2007, the Company receives from CBS or its permitted transferees (a) After receipt of a written request from BSC requesting that Celsion effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof, Celsion shall, as expeditiously as is possible, but in any event no later than sixty (60) days (excluding any days which occur during a permitted Blackout Period under Section 10.05 below) after receipt of a written request for a Demand Registration, file with the SEC, and use its reasonable best efforts to register cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which Celsion has been so requested to register by BSC for sale, to the extent required to permit the disposition (a “Demand”)in accordance with the intended method or methods thereof, as aforesaid) of the Company shall prepare and file a Registration Statement under Registrable Securities so registered, provided, however, that the 1933 Act covering aggregate number of the shares so Registrable Securities requested to be registered on Form S-3 (i) constitute at least 20% of the Registrable Securities issued pursuant to this Agreement or other available form (ii) include all Registrable Securities which remain outstanding at such time. (b) Any Demand Registration Statement may be required by BSC to be in an appropriate form under the Securities Act (a "Shelf Registration Statement") relating to any or all of the Registrable Securities in accordance with the methods and distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (the "Shelf Registration"). Any such demand to file a Shelf Registration Statement if so requested by CBS or its permitted transferees), and shall require the use its best efforts to cause as expeditiously as possible such of two Demand for Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company requests. (c) BSC shall cause the Registration Statement to be filed pursuant entitled to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the aggregate of three registrations of Registrable Securities pursuant to this Section 1.2 in response to any 10.03 (each, a "Demand by CBS, for Registration"); provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof that a registration requested pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 10.03 shall not be deemed to have been requested effected for purposes of this Section 10.03(c) unless such registration becomes effective (provided that if, within one hundred and twenty (120i) days after it has become effectivebeen declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 10.06(a), and (iii) the offering of Registrable Securities pursuant to such registration is interfered with by not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any requirement of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject SEC prompted by the act or omission of BSC). (d) Notwithstanding anything to the priority contrary contained herein, Celsion shall not be required to prepare and file (i) more than two Demand Registration Statements in any twelve-month period, or (ii) any Demand Registration Statement within 90 days following the date of CBS’s rights under this Section 1.2effectiveness of any other Registration Statement.

Demand Registration. If at any time on (a) On or after December 1April 10, 20072003, upon written notice of the Holders of a majority of the then outstanding Registrable Securities (on a common stock equivalent basis) requesting that the Company receives from CBS or its permitted transferees effect a written request to register shares registration under the Securities Act of Registrable Securities and specifying the intended method or methods of distribution thereof (which may include a “Demand”continuous or delayed offering), the Company shall prepare and file a Registration Statement under the 1933 Act covering the shares so requested to be registered on Form S-3 under the Securities Act, or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees)appropriate Form in the event Form S-3 is not available, covering the Registrable Securities then outstanding and shall use its best commercially reasonable efforts to cause as expeditiously as possible such Registration Statement to become effective or if as expeditiously as possible and to remain effective until the Company is a Well-Known Seasoned Issuer at time earlier to occur of receipt of a Demand, Company shall cause (i) the date on which all Registrable Securities covered by such Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall have been sold and the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register distribution contemplated thereby has been completed or (ii) the date by which all the Registrable Securities covered thereby may be sold under Rule 144(k) (the "Effectiveness Period"); provided, however, that the Purchaser shall not, pursuant to this Section 1.2 in response 6.1, be entitled to any Demand by CBSsell, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in during any calendar year and quarter, more than twenty-five percent (iii25%) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of the aggregate number of Registrable Securities under outstanding immediately following at the Closing, or if the Company's fiscal year is not the calendar year, during any fiscal quarter of the Company. A demand registration requested pursuant to this Section 1.2 shall 6.1(a) will not be deemed to have been requested effected unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it the Registration Statement relating thereto has become effective, effective under the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), Act and if the registration has remained remains effective for one hundred and twenty the period described above. (120b) days without such interference such A Holder (including the Purchaser) or Holders requesting a registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.26.1(a) may, provided 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. (c) The Company and any Other Approved Holder may include its securities in any demand registration effected pursuant to this Section 6.1; provided, however, that any if the managing underwriter(s) or the representative(s) of the several underwriters (the "Managing Underwriter") of a proposed underwritten public offering of Common Stock advises the Holder or Holders intending to participate in such rights offering in writing that the total amount or kind of securities which such Holders, the Company and such Other Approved Holders intend to include in such offering is sufficiently large to materially adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of the Other Approved Holders shall be subject reduced pro rata among such Other Approved Holders to the priority extent necessary to reduce the total amount or kind of CBS’s rights under this Section 1.2securities to be included in such proposed public offering to the amount or kind recommended by such Managing Underwriter and, if such reduction results in no securities being offered for the accounts of the Other Approved Holders in such proposed public offering, then the amount or kind of securities to be offered for the account of the Company shall be reduced to the extent necessary to reduce the total amount or kind of securities to be included in such proposed public offering to the amount or kind recommended by such managing underwriter or underwriters.

Demand Registration. If at any time on or after December 1(i) ▇▇▇▇▇ shall have the option and right, 2007, exercisable by delivering a written notice to the Company receives from CBS or its permitted transferees (a written request “Demand Notice”), to register shares 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 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, which may include sales on a delayed or continuous basis pursuant to Rule 415 (a the “DemandDemand Registration”). (ii) Following receipt of a Demand Notice, the Company shall prepare and file a Registration Statement under as promptly as practicable covering all of the 1933 Act covering the shares so requested Registrable Securities that ▇▇▇▇▇ requests on such Demand Notice to be registered on Form S-3 or other available form (which may be a Shelf included in such Demand Registration Statement if so requested by CBS or its permitted transferees), in accordance with the terms and conditions of this Agreement and shall use its reasonable best efforts to cause as expeditiously as possible such Registration Statement to become effective under the Securities Act and remain effective under the Securities Act for not less than twenty four (24) 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, (i) that the Company shall not be required to effect the registration of Registrable Securities pursuant to this Section 2(a) unless the Registrable Securities are offered at an aggregate proposed offering price of not less than $25 million and (ii) the Effectiveness Period shall be extended by one (1) day for each additional day during any Suspension Period in effect following the Effective Date applicable thereto pursuant to Section 2(a)(iii). Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect more than three (3) Demand Registrations in any twelve (12) month period. A registration will not count as a requested registration under this Section 2(a) until the Registration Statement relating to such registration has been declared effective by the Commission and unless ▇▇▇▇▇ was able to register all the Registrable Securities requested by it to be included in such registration. (iii) Notwithstanding any other provision of this Section 2(a), the Company shall: (A) not be required to file a Registration Statement pursuant to this Section 2(a) during the period starting with the date thirty (30) days prior to a good faith estimate by the majority of the members of the board of directors of the Company (excluding any members of the board of directors that are employees or Affiliates of ▇▇▇▇▇ (other than directors that are “independent” under NYSE standards)) (the “Unaffiliated Board Members”), of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company initiated registration; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective; (B) not be required to effect a registration or file a Registration Statement for a period of up to one hundred twenty (120) 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 Company is engaged, or has plans to engage, within thirty (30) days of the time of such Demand Notice, in a firm commitment underwritten public offering of Ordinary Shares, or (2) the Company 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; (C) not be required to effect a registration or file a Registration Statement for a period of up to ninety (90) days, if (1) the Unaffiliated Board Members determine such registration would render the Company unable to comply with applicable securities laws or (2) the Unaffiliated Board Members determine such registration would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (D) if the Company has filed a “shelf” registration statement pursuant to a Demand Notice under this Section 2(a) and has included Registrable Securities therein (each such Registration Statement, a “Shelf Registration Statement”), be entitled to suspend, for a reasonable period of time not in excess of 45 consecutive days and not more than 90 days in any 12-month period (except as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective; provided, that the Company has used its reasonable best efforts to cause such post-effective amendment to be declared effective), the offer or sale of Registrable Securities pursuant to such registration statement by any holder of Registrable Securities if: (1) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder; and, (2) either (A) the Unaffiliated Board Members, in good faith, determine that (i) the offer or sale of any shares of Ordinary Shares would materially impede, delay or interfere with a significant transaction under negotiation by the Company, including any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, or consolidation, (ii) after the advice of counsel, the sale of Ordinary Shares covered by the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (iii) either (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with requirements of the Commission; or (B) the Unaffiliated Board Members, in good faith, determine that the Company is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to incorporate information into the Shelf Registration Statement for the purpose of (i) including in the Shelf Registration Statement any Prospectus required under Section 10(a)(3) of the Securities Act or (ii) reflecting in the Prospectus included in the Shelf Registration Statement any facts or events arising after the effective date of the Shelf Registration Statement (or the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth in the Prospectus (any such period referred to in this Section 2(a)(iii), a “Suspension Period”); provided, however, that in the event the Company postpones, defers or suspends any Demand Registration pursuant to Section 2(a)(iii)(C)(1) or (2) or Section 2(a)(iii)(D), then during such Suspension Period, the Company shall not engage in any transaction involving the offer, issuance, sale, or purchase of Ordinary Shares (whether for the benefit of the Company or a third Person), except transactions involving the issuance or purchase of Ordinary Shares as contemplated by Company employee benefit plans or employee or director arrangements. In order to suspend the use of the registration statement pursuant to this Section 2(a)(iii)(D), the Company shall promptly upon determining to seek such suspension, deliver to the holders of Registrable Securities included in such registration statement, a certificate signed by the Chief Executive Officer of the Company stating that the Company is suspending use of such registration statement pursuant to Section 2(a)(iii)(D), the basis therefor in reasonable detail and a good faith estimate as to the anticipated duration of such suspension. (iv) The Company may include in any such Demand Registration other Ordinary Shares 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 Ordinary Shares proposed to be offered in such offering would likely have an adverse effect in any material respect on the price, timing or distribution of the Ordinary Shares proposed to be included in such offering or the market for the Ordinary Shares, then the Registrable Securities to be sold by ▇▇▇▇▇ shall be included in such registration before any Ordinary Shares proposed to be sold for the account of the Company or any other Person. (v) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on Form F-3 (except if the Company is a Well-Known Seasoned Issuer not then eligible to register for resale the Registrable Securities on Form F-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 Company becomes, and is at the time of its receipt of a DemandDemand Notice, Company a WKSI, the Demand Registration for any offering and selling of Registrable Securities through a firm commitment underwriting shall cause the Registration Statement to be filed effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form F-3 or any equivalent or successor form under the Securities Act (if available to the Company); provided provided, however, that in no event shall if at any time a Registration Statement on Form F-3 is effective and ▇▇▇▇▇ provides written notice to the Company be obligated that it intends to file effect an Automatic Shelf offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement prior as may be necessary in order to December 31enable such offering to take place. (vi) Without limiting Section 3, 2007. The in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), 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 states as ▇▇▇▇▇ 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 register 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 pursuant subject to this Section 1.2 in response to such Demand Registration on the NYSE and (B) do any Demand by CBS, provided (i) no Demand and all other acts and things that may be made necessary or appropriate or reasonably requested by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant ▇▇▇▇▇ to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for enable ▇▇▇▇▇ to consummate a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% public sale of such Registrable Securities have been sold pursuant to such registration), in accordance with the intended timing and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless method or methods of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2distribution thereof.

Demand Registration. If at any time on or after December 1(a) Subject to the conditions of this Section 2.1, 2007, the Company if FS receives from CBS or its permitted transferees a written request to register shares of Registrable Securities (a “Demand”), the Company shall prepare and from Flegel that FS file a Registration Statement registration statement under the 1933 Se▇▇▇▇▇▇es Act covering the shares so registration of all or a part of his Registrable Securities, then FS shall use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that he has requested to be registered on Form S-3 (such request to include the number of Registrable Securities sought to be included and the intended method or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transfereesmethods of distribution of such Registrable Securities), subject to and shall use its best efforts in accordance with the terms, conditions, procedures, and limitations contained in this Agreement. Flegel may at any time prior to cause as expeditiously as possible such Registration Statement the effective date of the ▇▇▇▇▇tration statement relating to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demandrequested registration under this Section 2.1 revoke his request by providing written notice to FS, Company shall cause in which case the Registration Statement to Expenses will be filed pursuant to an Automatic Shelf Registration Statement; provided that borne in no event accordance with Section 2.4. (b) FS shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall not be required to register the Registrable Securities effect a registration pursuant to this Section 1.2 in response to any Demand by CBS, provided 2.1: (i) no Demand may be made by CBS until on and after December 1, 2007, prior to the expiration of the Lock-Up Period; (ii) only after FS has effected one Demand may be made by CBS (together with all permitted assignees thereof registration pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 2.1, provided, however, that a registration shall not be deemed to have count as having been requested effected unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after until it has become effective, and unless and until Flegel shall have had the offering opportunity to register and sell 100% of ▇▇▇ Registrable Securities initially requested to be registered pursuant thereto, except that a registration the request for which has been revoked by Flegel shall count as having been effected unless the rev▇▇▇▇▇▇n is based upon material adverse information concerning the business or financial condition of FS, of which Flegel was not aware at the time of his request for regis▇▇▇▇▇▇n; (iii) during the period starting with the date of filing of, and ending on the date 90 days following the effective date of, a registration statement pertaining to any underwritten public offering in which Flegel was given the opportunity to participate pursuant to Sectio▇ 2.2; provided that FS uses commercially reasonable efforts to cause such registration statement to become effective; or (iv) during any period when FS is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not eligible to have become effective unless 80% of such Registrable Securities have been sold pursuant use Form S-3 to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of register the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2Securities.

Demand Registration. If at (a) At any time on or after December 1the expiration of the Lockup Period, 2007, the Company receives from CBS or its permitted transferees a upon written request to register shares of Registrable Securities notice (a “DemandDemand Notice”)) by Holders owning a majority of the then outstanding Registrable Securities, the Company shall prepare and file with the SEC a Registration Statement under the 1933 Act covering the shares so sale or distribution by the Holders by way of an underwritten offering, block sale or any other distribution plan (other than pursuant to a merger, exchange offer or similar transaction) designated in such Demand Notice, but excluding any plan of distribution for offers and sales on a delayed or continuous basis that would require a “shelf” registration, of all of the Registrable Securities requested to be registered in such Demand Notice on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form and shall provide for the filing for registration of such Registrable Securities for resale by such Holders) in accordance with the foregoing (a “Demand Registration”) on or other available form prior to the date that is forty-five (which 45) days from the date of such Demand Notice (such date of actual filing, the “Filing Date”), as such date may be a Shelf Registration Statement if so requested by CBS or its permitted transfereesextended under Section 2.3(j), and shall use its best commercially reasonable efforts to cause such Demand Registration to be declared effective by the SEC as expeditiously promptly as possible practical after the filing thereof. (b) Once a Demand Registration is declared effective, the Company shall, subject to Section 2.1(f) and Section 2.3(j), use its commercially reasonable efforts to cause such Demand Registration to be continuously effective until the earlier of (A) the time that the Registrable Securities covered by such Demand Registration have been disposed of pursuant thereto and (B) the date that is seventy-five (75) days after the effective date of such Demand Registration, as extended by the number of days such Demand Registration or the use of any Prospectus relating to such Demand Registration is suspended pursuant to Section 2.3(j) or Section 2.5(b) (with respect to any Demand Registration, such period from initial effectiveness thereof until the earlier of the times specified in the immediately preceding clauses (A) and (B), the “Effectiveness Period”). (c) If any Demand Registration ceases to be effective under the Securities Act for any reason at any time during the applicable Effectiveness Period, the Company shall use its commercially reasonable efforts to promptly cause such Demand Registration to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Demand Registration), and in any event shall use its commercially reasonable efforts to, within thirty (30) days of such cessation of effectiveness, amend such Demand Registration in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Demand Registration or (ii) at the option of the Company, file an additional Registration Statement (a “Subsequent Registration”) for the purpose of effecting the offering and sale by Holders thereof by way of underwritten offering, block sale or any other distribution plan (other than pursuant to a merger, exchange offer or similar transaction) designated in the applicable Demand Notice of all securities that are Registrable Securities as of the time of such filing and included in the applicable Demand Notice. If a Subsequent Registration is filed, the Company shall use its commercially reasonable efforts to (x) cause such Subsequent Registration to become effective under the Securities Act as promptly as is reasonably practicable after such filing and (y) keep such Subsequent Registration (or another Subsequent Registration meeting the same criteria) continuously effective until the end of the applicable Effectiveness Period. Any such Subsequent Registration shall be a Registration Statement (other than a “shelf” registration statement for sales on a delayed or continuous basis) on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by such Holders by way of underwritten offering, block sale or any other distribution plan (other than pursuant to a merger, exchange offer or similar transaction) designated in the applicable Demand Notice. (d) The Company shall supplement and amend any Demand Registration or any Subsequent Registration if required by the rules, regulations or instructions applicable to the registration form used by the Company for such registration if required by the Securities Act or as reasonably requested by the Holders covered by such registration. (e) If a Demand Notice delivered in accordance with Section 2.1(a) specifies that the sale of the Registrable Securities is intended to be conducted through an underwritten offering, the Holders of a majority of Registrable Securities included in such Demand Notice shall have the right to select the managing underwriter or underwriters to administer the offering; provided, however, that such managing underwriter or underwriters shall be reasonably acceptable to the Company. The Holders of Registrable Securities included in such Demand Notice and the Company shall enter into an underwriting agreement in such customary form as shall have been negotiated and agreed to by the Company with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1, if the managing underwriter or underwriters of a proposed underwritten offering of the Registrable Securities advise the Board that in its or their good faith opinion, the number of Registrable Securities requested to be included in such Registration Statement and all other securities proposed to be sold in the offering contemplated thereby exceeds the number which can be sold in such underwritten offering without adversely affecting the success of such offering, in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten Registration Statement shall be allocated, (i) first, up to the total number of securities the Holders have requested in the Demand Notice to be included in such Registration Statement (pro rata based upon the number of securities that each of them shall have so requested to be included in such offering), and (ii) only if all the securities referred to in clause (i) have been included, the number of securities that other holders with registration rights have proposed to include in such Demand Registration (pro rata based upon the number of securities that each of them shall have so requested to be included in such offering) that, in the opinion of the managing underwriter or underwriters can be so sold. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwriters (provided, however, if the managing underwriter or underwriters have provided such Holder with written notice of the date on which the applicable Registration Statement will become effective or if no later than five Business Days prior to such effectiveness date, such Holder’s written notice of such election must be given at least three (3) Business Days prior to effectiveness of the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf applicable Registration Statement; provided that in no event ). Any securities excluded or withdrawn from such underwriting shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. withdrawn from such registration. (f) The Company shall not be required to register the Registrable Securities effect a registration pursuant to this Section 1.2 in response to any Demand by CBS, provided 2.1: (i) no if any such Demand may be made by CBS until on and Notice is for less than 500,000 of the Shares (such amount adjusted for any stock splits, stock dividends, reverse stock splits or stock combinations that occur after December 1, 2007, the date of this Agreement); (ii) only one Demand may be made by CBS after the Company has effected three (together with all permitted assignees thereof pursuant to Section 1.83) in registrations (excluding any calendar year and (iiiSubsequent Registration) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.22.1, provided that any and such rights shall be subject registrations have been declared or ordered effective (the “Maximum Demand Registrations”); or (iii) if the Company has effected a registration pursuant to the priority of CBS’s rights under this Section 1.22.1 within the preceding (6) months, and such registration has been declared or ordered effective.

Demand Registration. (i) If at any time the Company is then eligible to file with the SEC a registration statement on or after December 1, 2007Form S-3, the Company receives from CBS or its permitted transferees a agrees to file within 30 days of the written request to register shares of Registrable Securities Investor, and (a “Demand”), ii) if the Company shall prepare and is not then eligible to file with the SEC a Registration Statement registration statement on Form S-3 the Company agrees to file within 60 days of the written request of Investor, one "shelf" registration statement on any appropriate form pursuant to Rule 415 under the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form (which and/or any similar rule that may be a adopted by the SEC with respect to the Registerable Securities (the "Shelf Registration Statement if so requested by CBS or its permitted transfereesRegistration"), and shall . The Company agrees to use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if have the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall declared effective as soon as reasonably practicable after such filing, and to keep the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register continuously effective (x) for a period of three (3) years in the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided case of subprovision (i) no Demand may be made by CBS until on above and after December 1, 2007, (y) for a period of nine (9) months in the case of subprovision (ii) only one Demand above, in either case with respect to the Conversion Shares (or, if for any reason the effectiveness of the Shelf Registration is suspended, such period shall be extended by the aggregate number of days of each such suspension), following the date on which the Shelf Registration is declared effective; PROVIDED, HOWEVER, that the effectiveness of the Shelf Registration may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights terminated earlier with respect to any issue of securities if and to the extent that none of the securities of such issue registered therein are Restricted Securities or are outstanding. The Company further agrees if necessary, to supplement or amend any Shelf Registration, as required by the registration statement demanded form utilized by the Company or by the instructions applicable to such registration form or by the 1933 Act or the rules and regulations thereunder, and the Company agrees to furnish to the holders of Registerable Securities copies of any such supplement or amendment prior to its being used and/or filed with the SEC. The Company agrees to pay all of its Registration Expenses (as hereinafter defined) in connection with the Shelf Registration, whether or not it becomes effective. The holders of the Registerable Securities to be registered shall pay, PRO RATA, all underwriting discounts and commissions or placement fees of any investment banker or bankers and/or manager or managers used in connection with the sale of their Registerable Securities pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2Registration Statement.

Demand Registration. (i) If at any time the Company is then eligible to file with the SEC a registration statement on or after December 1, 2007Form S-3, the Company receives from CBS or its permitted transferees a agrees to file within 30 days of the written request to register shares of Registrable Securities Investor, and (a “Demand”), ii) if the Company shall prepare and is not then eligible to file with the SEC a Registration Statement registration statement on Form S-3 the Company agrees to file within 60 days of the written request of Investor, one "shelf" registration statement on any appropriate form pursuant to Rule 415 under the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form (which and/or any similar rule that may be a adopted by the SEC with respect to the Registerable Securities (the "Shelf Registration Statement if so requested by CBS or its permitted transfereesRegistration"), and shall . The Company agrees to use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if have the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall declared effective as soon as reasonably practicable after such filing, and to keep the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register continuously effective (x) for a period of three (3) years in the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided case of subprovision (i) no Demand may be made by CBS until on above and after December 1, 2007, (y) for a period of nine (9) months in the case of subprovision (ii) only one Demand above, in either case with respect to the Shares (or, if for any reason the effectiveness of the Shelf Registration is suspended, such period shall be extended by the aggregate number of days of each such suspension), following the date on which the Shelf Registration is declared effective; PROVIDED, HOWEVER, that the effectiveness of the Shelf Registration may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights terminated earlier with respect to any issue of securities if and to the extent that none of the securities of such issue registered therein are Restricted Securities or are outstanding. The Company further agrees if necessary, to supplement or amend any Shelf Registration, as required by the registration statement demanded form utilized by the Company or by the instructions applicable to such registration form or by the 1933 Act or the rules and regulations thereunder, and the Company agrees to furnish to the holders of Registerable Securities copies of any such supplement or amendment prior to its being used and/or filed with the SEC. The Company agrees to pay all of its Registration Expenses (as hereinafter defined) in connection with the Shelf Registration, whether or not it becomes effective. The holders of the Registerable Securities to be registered shall pay, PRO RATA, all underwriting discounts and commissions or placement fees of any investment banker or bankers and/or manager or managers used in connection with the sale of their Registerable Securities pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2Registration Statement.

Demand Registration. If at (a) At any time after the six month anniversary of the Registration Date: (i) Shareholders owning a majority of the then outstanding Registrable Shares may on two occasions give the Company written notice (a “Demand Notice”) requiring the Company to file a Registration Statement covering the sale or distribution of, at such Shareholders’ option, either (A) ADSs representing the Registrable Shares owned by such Shareholders, or (B) in the event that the Company shall have previously registered under the Securities Act the sale to the public of preferred shares, the Registrable Shares owned by such Shareholders, in either case, that are identified in the Demand Notice in accordance with any reasonable and lawful method of distribution selected by them; and (ii) the Company shall within 10 days after December 1receipt of such Demand Notice give written notice to the other Shareholders of their right to include in such Registration Statement any Registrable Shares owned by them (or ADSs representing any Registrable Shares owned by them, 2007as applicable) that such Shareholders shall request the Company to include therein by written notice given to the Company no more than 20 days after receipt of such notice from the Company. The Company shall thereafter use its commercially reasonable efforts to effect the registration of the Registrable Shares (and/or ADSs representing any Registrable Shares owned by them, as applicable) identified by the Shareholders in the preceding clauses (i) and (ii) as soon as practicable, but in any event within 90 days from receipt of the Demand Notice. If the method of distributing the offering is an underwritten public offering, the Company receives from CBS may designate the managing underwriter for such offering, subject to the approval of the Shareholders holding a majority of the Registrable Shares referred to in the Demand Notice (such approval not to be unreasonably withheld). (b) The Company shall not be obligated to use its commercially reasonable efforts to file and cause to become effective: (i) more than two Registration Statements initiated pursuant to Section 2(a); or its permitted transferees a written request (ii) any Registration Statement pursuant to register shares of Registrable Section 2(a) during any period in which 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 New Preferred Shares or ADSs representing New Preferred Shares are to be or were sold under the Securities Act (a “Demand”A) has been filed and not withdrawn or has been declared effective within the prior 180 days and (B) in connection with any such registration statement that has not been declared effective, the Company is in good faith using commercially reasonable efforts to cause such registration statement to become effective. (c) With respect to any registration pursuant to Section 2(a), the Company shall prepare may include in such registration any Primary Shares or Other Shares (or any ADSs representing Primary Shares or Other Shares); provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and file a Registration Statement under the 1933 Act covering the shares so requested Other Shares (and/or ADSs representing all Registrable Shares, Primary Shares and Other Shares) proposed to be registered on Form S-3 included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares (and/or ADSs representing 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 (and/or ADSs representing Registrable Shares, as applicable) held by the Shareholders requesting that their Registrable Shares (or other available form (which may ADSs representing Registrable Shares, as applicable) be a Shelf Registration Statement if so requested by CBS or its permitted transfereesincluded in such registration pursuant to Section 2(a), pro rata based upon the number of Registrable Shares (or ADSs representing Registrable Shares, as applicable) owned by each such Shareholder at the time of such registration; provided, however, that the number of Registrable Shares (or ADSs representing Registrable Shares) held by the Shareholders to be included in such underwriting shall not be reduced unless all Primary Shares and Other Shares (and/or ADSs representing Primary Shares and Other Shares, as applicable) are first entirely excluded from the underwriting; (ii) second, the Primary Shares; and (iii) third, the Other Shares; provided, however, that, a registration shall not be counted as “effected” for the purposes of this Section 2 and shall use its best efforts to cause not count as expeditiously as possible such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the Registrable Securities registration initiated pursuant to this Section 1.2 2 for purposes of Section 2(b)(i) above, if, as a result of an exercise of the underwriter’s cutback provisions in response to any Demand by CBSthis clause (c), provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration fewer than one-half of the total number of Registrable Securities Shares or ADSs representing Registrable Shares, as applicable, that the Shareholders have requested to be included in such registration statement are actually included. (d) A requested registration under this Section 1.2 shall not 2 may be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant rescinded prior to such registration is interfered with being declared effective by any stop order, injunction or other order or requirement of the SEC or other governmental agency or courtby written notice to the Company from those Shareholders who initiated the request; provided, however, that such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such rescinded registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback not count as a registration rights with respect to any registration statement demanded initiated pursuant to this Section 1.22 for purposes of Section 2(b)(i) above if the Company shall have been reimbursed (pro rata by the Shareholders requesting registration or in such other proportion as they may agree) for all reasonable and documented out-of-pocket expenses incurred by the Company in connection with such rescinded registration; provided, provided further, however, that if, at the time of such rescission, the Shareholders who initiated the request shall have learned of an event that is, or is reasonably likely to result in, a material adverse change in the Company’s business, financial condition or results of operations from that known to such Shareholders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Shareholders shall not be required to reimburse the Company for any out-of-pocket expenses incurred by the Company in connection with such rights rescinded registration and such rescinded registration shall be subject not count as a registration initiated pursuant to the priority of CBS’s rights under this Section 1.22 for purposes of clause (i) of subsection (b).

Demand Registration. If (a) Subject to Section 2.07, at any time on or after December 1, 2007when no Resale Shelf Registration Statement is effective, the holders of a majority-in-interest of the Registrable Securities held by the Company receives from CBS Stockholder Group, or its permitted transferees the holders of a majority-in-interest of the Registrable Securities held by the Sponsor Group (such group, the “Demand Initiating Holder Group”) may deliver a written demand to Parent requesting that Parent effect a Registration of all or part of such Holders’ Registrable Securities, 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 (a “Demand Registration”). (b) Within fifteen (15) days after receipt of such demand, Parent shall give written notice of such demand to all other Holders, and each such Holder shall have fifteen (15) days following receipt of such notice to request to register inclusion of its Registrable Securities in such Demand Registration (each such holder including shares of Registrable Securities (in such Registration, a “DemandDemanding Holder”). (c) The Company Stockholder Group and the Sponsor Group, collectively, shall be entitled to not more than three (3) Demand Registrations in any twelve (12)-month period in the Company aggregate, and each Underwritten Shelf Takedown shall prepare and file count as one Demand Registration for purposes of this single aggregate limit. (d) A Registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective and Parent has complied with all of its obligations under the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees)this Agreement with respect thereto; provided, and shall use its best efforts to cause as expeditiously as possible however, that if, after such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have has been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become declared effective, the offering of Registrable Securities pursuant to such registration a Demand Registration is interfered with by any stop order, injunction or other order or requirement injunction of the SEC Commission or any other governmental agency or court, the Registration Statement with respect to such registration Demand Registration will be deemed not to have become effective been declared effective, unless 80% and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that Parent shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated. (e) If the Demanding Holders so elect and such holders so advise Parent as part of their written demand for a Demand Registration, the offering of such Registrable Securities have been sold pursuant to such registration)Demand Registration shall be in the form of an Underwritten Demand Registration. In such event, and if the registration has remained effective for one hundred and twenty (120) days without such interference right of any holder to include its Registrable Securities in such registration shall be deemed conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to have the extent provided herein. The parties agree that, in order to be effected, any Underwritten Demand Registration must be reasonably expected to result in aggregate proceeds to the selling shareholders of at least Twenty-Five Million Dollars ($25,000,000). (f) If the managing Underwriter or Underwriters for an Underwritten Demand Registration advises Parent and the Demanding Holders in writing that, in such Underwriter’s or Underwriters’ opinion, that the Maximum Number of Shares has been requested regardless exceeded, all such securities shall be included in the following order of whether any of priority: (i) first, the Registrable Securities are ultimately sold held by the Demand Initiating Holder Group, Pro Rata; (ii) second, the Registrable Securities of the other Demanding Holders, Pro Rata; (iii) third, the Parent Common Shares or other securities that Parent proposes to sell for its own account; and (iv) fourth, any Parent Common Shares or other securities for the account of other persons that Parent is obligated to register pursuant to written contractual arrangements with such registration. The Company persons, as to which “piggy-back” registration has been requested by the holders thereof, Pro Rata. (g) A majority-in-interest of the Demanding Holders may grant piggyback registration rights elect to withdraw from such Demand Registration by giving written notice to Parent and, if applicable, the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to any registration statement demanded such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering, then either the Demanding Holders shall reimburse Parent for the costs associated with the withdrawn Registration (in which case such Registration shall not count as a Demand Registration) or the withdrawn Registration shall count as a Demand Registration. Notwithstanding the foregoing, if a majority-in-interest of the Demanding Holders withdraws from a Demand Registration primarily as a result of (i) a material adverse change in general economic or market conditions or in the market for the Registrable Securities since the date of the applicable demand notice, (ii) a material adverse change in the business, financial condition, or prospects of Parent or its subsidiaries that has occurred or become known to the Demanding Holders since the date of the applicable demand notice, (iii) the occurrence of a Suspension Event pursuant to this Section 1.22.06, provided that or (iv) a material adverse development in any pending or threatened governmental, regulatory, or judicial action or proceeding relating to Parent or its subsidiaries, then such rights withdrawn Registration shall be subject to the priority not count as a Demand Registration for purposes of CBS’s rights under this Section 1.22.02(c), and Parent shall bear all Registration Expenses incurred in connection therewith.

Demand Registration. 4.2.1 If at on any time on or one (1) occasion after December 1the expiration of the one hundred and eighty (180) day period following an Initial Public Offering, 2007, Holders holding sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities shall notify the Company receives from CBS of their desire to offer or its permitted transferees a written request cause to register shares be offered for public sale all or any portion of their Registrable Securities (a “Demand”)Securities, the Company shall prepare and file a Registration Statement under use its commercially reasonable efforts to cause such number of Registrable Securities as may be requested by the 1933 Act covering the shares so requested Holders to be registered under the Securities Act by filing with the SEC a registration statement on Form S-3 or other available the appropriate form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), and shall use its best efforts to cause as expeditiously as possible covering such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007Registrable Securities. The Company shall not be required to register the Registrable Securities cause a registration statement requested pursuant to this Section 1.2 4.2 to become effective prior to one hundred eighty (180) days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in response good faith, to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration the Holders of Registrable Securities under to the effect that the Company is commencing to prepare a Company-initiated registration statement; provided, however, that the Company -------- ------- shall use commercially reasonable efforts to achieve such effectiveness promptly following such one hundred eighty (180)-day period if the request pursuant to this Section 1.2 shall not be deemed 4.2 has been made prior to have been requested unless the expiration of such registration becomes effective (provided that if, within one hundred and twenty eighty (120) days after it has become effective180)-day period. 4.2.2 If the Holders intend to distribute by means of an underwriting the Registrable Securities that, by their request, are to be registered, the offering right of each Holder to include such Holder's Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference in such registration shall be deemed to have been requested regardless conditioned upon such Holder's participation in such underwriting and the inclusion of whether any of the such Holder's Registrable Securities are ultimately sold pursuant to such registrationin the underwriting. Each Holder shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. 4.2.3 The Company may grant piggyback registration rights with respect to postpone the filing of any registration statement demanded required under this Section 4.2 for a reasonable period of time, not to exceed ninety (90) days during any twelve-month period, if the Company has made a good faith, reasonable determination that such filing would either: (i) require the disclosure of a material transaction or other matter and such disclosure would have a material adverse effect on the Company; or (ii) otherwise have a material adverse effect on the Company because of unusual market conditions or other circumstances. Any registration effected pursuant to this Section 1.2, provided that any such rights 4.2 and so designated by the Holder shall be subject to the priority of CBS’s rights under this Section 1.24.2, regardless of the form in which such registration is effected.

Demand Registration. If (a) Subject to the terms and conditions of this Agreement, including Section 2(c), if at any time on or after December 1following [●], 20072016, the Company receives from CBS or its permitted transferees a written request to from the Investor that the Company register shares of under the Securities Act Registrable Securities (a “Demand”)representing at least 10% of the then-outstanding Common Stock, then the Company shall prepare and file file, as promptly as reasonably practicable but no later than the applicable Filing Deadline, a Registration Statement registration statement under the 1933 Securities Act covering all Registrable Securities that the shares so requested Investor requests to be registered registered. The registration statement shall be on Form S-3 or other available (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form (which may for such purpose) and, if the Company is a WKSI as of the Filing Deadline, shall be a an Automatic Shelf Registration Statement if so requested by CBS Statement. The Company shall use its commercially reasonable efforts to cause the registration statement to be declared effective or its permitted transferees)otherwise to become effective under the Securities Act as soon as reasonably practicable but, in any event, no later than the Effectiveness Deadline, and shall use its best commercially reasonable efforts to cause as expeditiously as possible keep the registration statement continuously effective under the Securities Act until the earlier of (1) the date on which the Investor notifies the Company in writing that the Registrable Securities included in such Registration Statement to become registration statement have been sold or the offering therefor has been terminated or (2) (x) fifteen (15) Business Days following the date on which such registration statement was declared effective or by the SEC, if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be WKSI and filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior in satisfaction of such demand, (y) thirty (30) Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is not a WKSI and registered for resale the Registrable Securities on Form S-3 in satisfaction of such demand or (z) fifty (50) Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is neither a WKSI nor then eligible to December 31use Form S-3 and registered for resale the Registrable Securities on Form S-1 or other applicable form in satisfaction of such demand; provided that each period specified in clause (2) of this sentence shall be extended automatically by one (1) Business Day for each Business Day that the use of such registration statement or prospectus is suspended by the Company pursuant to any Suspension Period, 2007. pursuant to (d) or pursuant to Section 5(i). (b) If the Investor intends to distribute the Registrable Securities covered by the Investor’s request by means of an underwriting, (i) the Investor shall so advise the Company as a part of its request made pursuant to Section 2(a) and (ii) the Investor shall have the right to appoint the book-running, managing and other underwriter(s) in consultation with the Company. (c) The Company shall not be required to register the Registrable Securities effect a registration pursuant to this Section 1.2 in response to any Demand by CBS, provided 2: (i) after the Company has effected six registrations pursuant to this Section 2 (of which no Demand more than three may be made on a form other than Form S-3), and each of such registrations has been declared or ordered effective and kept effective by CBS until on and after December 1, 2007, the Company as required by Section 5(a); or (ii) only one Demand more than twice during any single calendar year. (d) Notwithstanding anything to the contrary in this Agreement, (1) upon notice to the Investor, the Company may be made by CBS delay the Filing Deadline and/or the Effectiveness Deadline with respect to, or suspend the effectiveness or availability of, any registration statement for up to ninety (together 90) days in the aggregate in any twelve-month period (a “Suspension Period”) if the Company would have to make an Adverse Disclosure in connection with all permitted assignees thereof the registration statement; provided that (i) any suspension of a registration statement pursuant to Section 1.86(b) in shall be treated as a Suspension Period for purposes of calculating the maximum number of days of any calendar year Suspension Period under this (d) and (iiiii) only four no Suspension Period may overlap with any redemption pursuant to Section 6 of the Series A Certificate of Designations through the date that is thirty (430) Demands may be made by CBS hereunder Business Days following any such redemption; and (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed 2) upon notice to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effectivethe Investor, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights delay the Filing Deadline and/or the Effectiveness Deadline with respect to any registration statement demanded for a period not to exceed thirty (30) days prior to the Company’s good faith estimate of the launch date of, and ninety (90) days after the closing date of, a Company initiated registered offering of equity securities (including equity securities convertible into or exchangeable for Common Stock and any offering of equity securities that triggers rights under Section 5.3 of the Investor Rights Agreement); provided that (i) the Company is actively employing in good faith all commercially reasonable efforts to launch such registered offering throughout such period, (ii) the Investor is afforded the opportunity to include Registrable Shares in such registered offering in accordance with Section 3) and (iii) the right to delay or suspend the effectiveness or availability of such registration statement pursuant to this clause (2) shall not be exercised by the Company more than twice in any twelve-month period and not more than ninety (90) days in the aggregate in any twelve-month period. If the Company shall delay any Filing Deadline pursuant to this clause (d) for more than ten (10) Business Days, the Investor may withdraw the demand therefor at any time after such ten (10) Business Days so long as such delay is then continuing by providing written notice to the Company to such effect, and any demand so withdrawn shall not count as a demand for registration for any purpose under this Section 2, including Section 2(c). (e) Notwithstanding the foregoing, if the managing underwriter(s) of an underwritten offering in connection with any registration pursuant to this Section 1.22 advises the Company and the Investor in writing that in its good faith judgment the number of Registrable Securities requested to be included in such offering exceeds the number of Registrable Securities which can be sold in such offering at a price acceptable to the Investor, provided that any then the number of Registrable Securities so requested to be included in such rights offering shall be subject reduced to that number of shares which in the priority good faith judgment of CBS’s rights under this Section 1.2the managing underwriter can be sold in such offering at such price.

Demand Registration. If (a) Upon receipt of a written request (a "Registration Request") from Initiating Holders at any time prior to the date on or after December 1which, 2007in the reasonable opinion of counsel to the Company, all of the Company receives from CBS or its permitted transferees a written request to register shares of Registrable Securities (a “Demand”Notes may be sold in accordance with Rule 144(k), the Company and the Guarantors shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission promptly, but in any event within 60 days after its receipt of such Registration Request, a registration statement for the purpose of effecting a Registration Statement under of the 1933 Act covering the shares so sale of all Notes and Guarantees requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested Registered by CBS or its permitted transferees), the requesting Holders and shall use its best efforts any non-requesting Holder who requests to cause as expeditiously as possible have his Notes and Guarantees included in such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of registration statement within ten days after receipt of a Demand, Company shall cause notice by such Holder of the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007Request. The Company and the Guarantors shall be required use commercially reasonable efforts to register effect such Registration as soon as practicable (including, without limitation, the Registrable Securities pursuant execution of an undertaking to this Section 1.2 in response to any Demand by CBS, provided file post-effective amendments and appropriate qualification under applicable state securities laws); and shall keep such Registration continuously effective until the earlier of (i) no Demand may be made by CBS until the date on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with which all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities Notes have been sold pursuant to such registration)registration statement or Rule 144 and (ii) the date on which, and if in the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed reasonable opinion of counsel to have been requested regardless of whether any the Company, all of the Registrable Securities are ultimately Notes may be sold pursuant in accordance with Rule 144(k); provided, however, that the Company and the Guarantors shall not be obligated to take any action to effect any such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded Registration, qualification or compliance pursuant to this Section 1.2, provided that 2 (i) in any such rights shall be particular jurisdiction in which the Company or any Guarantor would become subject to taxation or would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the priority Company or the Guarantor, as the case may be, is already subject to taxation or service in such jurisdiction or (ii) during the period starting with the date 60 days prior to the Company's good faith estimate of CBS’s rights the date of filing of, and ending on a date 180 days after the effective date of, a Company-initiated registration. Notwithstanding the foregoing, the Company shall have the right (the "Suspension Right") (i) to defer such filing or suspend sales under any filed registration statement for up to 90 days during any period of 365 days or (ii) defer the updating of any filed registration statement and suspend sales thereunder at any time or from time to time, for a period of not more than 90 days during any period of 365 days, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement). (b) The Company and the Guarantors shall not be required to effect more than two Registrations pursuant to this Section 1.22.

Demand Registration. If at (a) At any time and from time to time beginning on or after December 1, 2007, the date the Company receives from CBS is eligible to use Form S-3 for the offer and sale of the Registrable Securities, any Holder or its permitted transferees a written group of Holders that hold, in the aggregate, at least 5% of the outstanding Registrable Securities, may request to register shares in writing (“Demand Registration Request”) that the Company effect the registration of all or part of such Holder’s or Holders’ Registrable Securities with the Commission under and in accordance with the provisions of the Securities Act (each, a “DemandDemand Registration”), the . The Company shall prepare and will file a Registration Statement under the 1933 Act covering the shares so such Holder’s or Holders’ Registrable Securities requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees)registered, and shall use its reasonable best efforts to cause as expeditiously as possible such Registration Statement to become effective or if be declared effective, as promptly as practicable after receipt of such request; provided, however, that the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall will not be required to register the Registrable Securities file a Registration Statement pursuant to this Section 1.2 in response 5(a): (A) unless the Registrable Securities requested to any be sold by the Holders pursuant to such Registration Statement have an anticipated aggregate gross offering price (before deducting underwriting discounts and commission) of at least $25.0 million; (B) if the Registrable Securities requested to be registered are already covered by an existing and effective Registration Statement and such Registration Statement may be utilized for the offer and sale of the Registrable Securities requested to be registered; (C) if a registration statement filed by the Company shall have previously been initially declared effective by the Commission within the one hundred eighty (180) days preceding the date such Demand Registration Request is made; and (D) if the number of Demand Registration Requests previously made pursuant to this Section 5(a) shall equal or exceed five (5); provided, however, that a Demand Registration Request shall not be considered made for purposes of this clause (D) unless the requested Registration Statement has been declared effective by CBS, provided the Commission for more than 75% of the full amount of Registrable Securities for which registration has been requested. (b) A Demand Registration Request shall specify (i) no Demand may be made by CBS until on the then-current name and after December 1, 2007address of such Holder or Holders, (ii) only one Demand may the aggregate number of Registrable Securities requested to be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and registered, (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration the total number of Registrable Securities then beneficially owned by such Holder or Holders, and (iv) the intended means of distribution. (c) The Company may satisfy its obligations under this Section 1.2 shall not 5(a) hereof by amending (to the extent permitted by applicable law) any registration statement previously filed by the Company under the Securities Act, so that such amended registration statement will permit the disposition (in accordance with the intended methods of disposition specified as aforesaid) of all of the Registrable Securities for which a Demand Registration Request has been properly made under Section 5(b) hereof. If the Company so amends a previously filed registration statement, it will be deemed to have been requested unless effected a registration for purposes of Section 5(a) hereof; provided, however, that the Effective Date of the amended registration statement, as amended pursuant to this Section 5(c) shall be the “the first day of effectiveness” of such Registration Statement for purposes of determining the period during which the Registration Statement is required to be maintained effective in accordance with Section 5(e) hereof. (d) Within five (5) Business Days after receiving a Demand Registration Request, the Company shall give written notice of such request to all other Holders of Registrable Securities and shall, subject to the provisions of Section 6(c) in the case of an Underwritten Offering, include in such registration becomes effective all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (provided that if, within one hundred and twenty (12010) days after it the Company’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested to be registered in the manner so requested. (e) The Company will use its reasonable efforts to keep a Registration Statement that has become effective as contemplated by this Section 5 continuously effective, the offering of Registrable Securities pursuant and not subject to such registration is interfered with by any stop order, injunction or other similar order or requirement of the SEC or Commission: (A) in the case of a Registration Statement other governmental agency or courtthan a Shelf Registration Statement, such registration will be deemed not to have become effective unless 80% of such until all Registrable Securities registered thereunder have been sold pursuant to such registrationRegistration Statement, but in no event later than two hundred seventy (270) days from the Effective Date of such Registration Statement; and (B) in the case of a Shelf Registration Statement, until the earlier of: (x) three (3) years following the Effective Date of such Shelf Registration Statement; and (y) the date that all Registrable Securities covered by such Shelf Registration Statement shall cease to be Registrable Securities; provided, however, that in the event of any stop order, injunction or other similar order or requirement of the Commission relating to any Shelf Registration Statement, if any Registrable Securities covered by such Shelf Registration Statement remain unsold, the period during which such Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect; provided further, however, that if any Shelf Registration Statement was initially declared effective on Form S-3 and, prior to the date determined pursuant to Section 5(e)(B), and if the Company becomes ineligible to use Form S-3, the period during which such Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which the Company did not have an effective Registration Statement covering unsold Registrable Securities initially registered on such Shelf Registration Statement. (f) The Holder or Holders making a Demand Registration Request may, at any time prior to the Effective Date of the Registration Statement relating to such registration, revoke their request for the Company to effect the registration has remained effective of all or part of such Holder’s or Holders’ Registrable Securities by providing a written notice to the Company. If, pursuant to the preceding sentence, the entire Demand Registration Request is revoked, then, at the option of the Holder or Holders who revoke such request, either (i) such Holder or Holders shall reimburse the Company for one hundred all of its reasonable and twenty (120) days without such interference such documented out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement, which out-of-pocket expenses, for the avoidance of doubt, shall not include overhead expenses and which requested registration shall not count as one of the permitted Demand Registration Requests hereunder or (ii) the requested registration that has been revoked will be deemed to have been requested regardless effected for purposes of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded Section 5(a). (g) If a Registration Statement filed pursuant to this Section 1.25 is a Shelf Registration Statement, then upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering, in the manner and subject to the conditions described in Section 6 of this Agreement, provided that any (i) the number of shares included in such rights “takedown” shall equal at least ten percent (10%) of all Registrable Securities at such time or (ii) the Registrable Securities requested to be subject to sold by the priority Holders in such “takedown” shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of CBS’s rights under this Section 1.2at least $25.0 million.

Demand Registration. If (a) Subject to the conditions of this Section 2.1, if at any time on or after December 1the earlier of March 31, 2007, 2018 and the date the Company receives from CBS or files its permitted transferees a written request to register shares of Registrable Securities (a “Demand”)Annual Report on Form 20-F for the year ending December 31, 2017, the Company shall prepare and file receive a Registration Statement written request from a Holder or group of Holders that the Company register under the 1933 Securities Act covering Shares with an aggregate value (based on the shares so requested SC Trading Average) of at least $1.0 million as of the date of such request (a “Demanding Holder”) then the Company shall, subject to the limitations of this Section 2.1, effect, as promptly as reasonably practicable, the registration under the Securities Act of all Registrable Securities that the Holder requests to be registered on Form S-3 or other available form (which may registered. Any such requested registration shall hereinafter be referred to as a Shelf Registration Statement if so requested by CBS or its permitted transferees), “Demand Registration” and any such registration statement filed with the SEC shall use its best efforts be referred to cause as expeditiously as possible such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf “Demand Registration Statement; provided that in no event shall the Company be obligated to file .” (b) If a demanding Holder so elects, an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to a Demand Registration shall be in the form of an underwritten offering. Such demanding Holder shall have the right to select the managing underwriter or underwriters to administer the offering; provided such managing underwriter or underwriters shall be reasonably acceptable to the Company. (c) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) after the Company has effected two (2) registrations pursuant to this Section 2.1, and each of such registrations has been declared or ordered effective and kept effective by the Company as required by Section 2.4(a) of this Agreement, (ii) with respect to a registration of Registrable Securities during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the launch date of, and ending on a date ninety (90) days after the closing date of, a Company-initiated registered offering of equity securities or securities convertible into or exchangeable for equity securities; provided that the Company is actively employing in good faith all commercially reasonable efforts to launch such registered offering, (iii) during any Scheduled Black-out Period, (iv) if the Company has notified the Holder that in the good faith judgment of the Company, it would be materially detrimental to the Company or its securityholders for such registration is interfered with by to be effected at such time, or (v) if the filing or initial effectiveness of a Demand Registration Statement at any stop ordertime would require the Company to make disclosure of any event that the Board of Directors of the Company determines would not be in the best interests of the Company and its shareholders due to a pending transaction, injunction investigation or other order event, including any public disclosure of material non-public information, where such disclosure would, at that time, materially adversely affect the Company and its shareholders; provided, further that in the case of clauses (ii), (iv) or requirement (v), the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Holder; provided that such right to delay a request shall be exercised by the Company for not more than two (2) periods in any twelve (12) month period and not more than ninety (90) days in the aggregate in any twelve (12) month period. (d) Promptly upon receipt of any request for a Demand Registration pursuant to Section 2.1(a) (but in no event more than five (5) Business Days thereafter), the Company shall deliver a written notice (a “Demand Notice”) of any such registration request to all other Holders of Registrable Securities, and the Company shall include in such Demand Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after the date that the Demand Notice has been delivered. All requests made pursuant to this Section 2.1(d) shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities. (e) If the managing underwriter or underwriters of a proposed underwritten offering of the Registrable Securities included in a Demand Registration advise the Board of Directors of the Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number that can be sold in such offering 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 securities to be included in such Demand Registration shall be: (i) first, up to 100% of the Registrable Securities that the demanding Holder proposes (or Holders propose) to include in the Demand Registration; (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect, with such number to be allocated pro rata among the other Holders that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such other Holder (provided that any securities thereby allocated to any such other Holder that exceed such other Holder’s request shall be reallocated among the remaining requesting Holders in like manner); and (iii) third, and only if all the securities referred to in clauses (i) and (ii) have been included, the number of securities that the Company proposes to include in such registration that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. (f) Any registration pursuant to this Section 2.1 may be required by the demanding Holders to be effected by means of a shelf registration statement filed with the SEC if the Company qualifies to file using either (i) Form F-3 or S-3 or (ii) any successor form or other governmental agency appropriate form under the Securities Act (a “Shelf Registration Statement”) relating to any or courtall of the Registrable Securities in accordance with the methods and distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act. The Company shall use its commercially reasonable efforts to cause any Shelf Registration Statement to remain effective, including by filing extensions of the Shelf Registration Statement, until the termination of the period contemplated in Section 2.6. The Company shall use its reasonable best efforts to keep such registration will Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus forming a part thereof to be deemed not to have become effective unless 80% usable by Holders until the earlier of such (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another registration statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder) and (ii) until the termination of the period contemplated in Section 2.6. (g) If the continued use of such registrationShelf Registration Statement at any time would require the Company to make disclosure of any event that the Board of Directors of the Company determines would not be in the best interests of the Company and its shareholders due to a pending transaction, investigation or other event, including any public disclosure of material non-public information, where such disclosure would, at that time, materially adversely affect the Company and its shareholders, the Company may, upon giving at least ten (10) days’ prior written notice of such action to the Holders, suspend all Holders’ ability to use the Shelf Registration Statement (a “Shelf Suspension”), ; provided that the Company shall not be permitted to exercise a Shelf Suspension for more than two (2) periods in any twelve (12) month period and if the registration has remained effective for one hundred and twenty not more than ninety (12090) days without such interference such registration shall be deemed in the aggregate in any twelve (12) month period. In the case of a Shelf Suspension, the Holders agree to have been requested regardless of whether any suspend use of the applicable prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities are ultimately sold pursuant Securities, upon receipt of the notice referred to such registrationabove. The Company may grant piggyback registration rights with respect to shall immediately notify the Holders upon the termination of any registration Shelf Suspension, amend or supplement the prospectus, if necessary, so it does not contain any material untrue statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject or omission and furnish to the priority Holders such numbers of CBS’s rights under this Section 1.2copies of the prospectus as so amended or supplemented as the Holders may reasonably request.

Demand Registration. If at any time (a) The Company and the Guarantors covenant and agree with each Holder that if on or after December 1, 2007the date hereof, the Company receives from CBS or its permitted transferees a written request to register shares from Holders of Registrable Securities more than 50% of the then outstanding Securities, then the Company and the Guarantors shall prepare and, not later than 90 days following the date of the registration request (or if such 90th day is not a “Demand”Business Day, the next succeeding Business Day), shall file with the Company shall prepare and file Commission a Registration Statement under (the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), "DEMAND REGISTRATION STATEMENT") and shall use its their reasonable best efforts to cause as expeditiously as possible such Demand Registration Statement to become effective under the Act within 180 days of the date of the registration request (or if such 180th day is not a Business Day, the Company is a Well-Known Seasoned Issuer at time next succeeding Business Day) (such date, the "EFFECTIVENESS DATE") with respect to the offering and sale or other disposition of receipt of a Demand, Company shall cause the Registration Statement such Securities as such Holders desire to be filed pursuant to an Automatic Shelf have covered by such Demand Registration Statement; provided that , but in no event shall the Company be obligated to file an Automatic Shelf Registration Statement Effectiveness Date occur prior to December 31March 19, 20072003 unless the initial purchasers of the Company's 10 1/8% Senior Notes due 2009 have waived in writing the lock-up period pursuant to the lock-up agreement, dated September 3, 2002, entered into among ConAgra, such initial purchasers and HMTF Rawhide, L.P. and ConAgra shall have delivered a copy of such waiver to the Company. The Company shall use its reasonable best efforts to continuously maintain the effectiveness of such Registration Statement until the earlier of (i) 60 days after the Effectiveness Date or (ii) the consummation of the distribution by the Holders of all of the Securities covered by such Registration Statement (the "EFFECTIVENESS PERIOD"). (b) Notwithstanding anything in this Agreement to the contrary: (i) the Company shall not be required to register the Registrable Securities effect more than one registration pursuant to this Section 1.2 2; (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect such registration pursuant to this Section 2 unless such underwriting shall be conducted on a "firm commitment" basis; and (iii) any Holder whose Securities were to be included in response any such registration, by written notice to any Demand by CBSthe Company, provided may withdraw such request and, if upon receipt of such notice of the withdrawal of such request the Holders that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Securities to initiate a request under this Section 2, then the Company shall not effect such registration and if the Holders of such Securities reimburse the Company for the out-of pocket costs of such registration, such registration shall not be deemed effected for the purpose of clause (i) no Demand may above. (c) Each notice to the Company requesting registration to be made by CBS until on and after December 1, 2007, effected shall set forth (i) the number of Securities to be included; (ii) only one Demand may the name of the Holders of such Securities and the amount to be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year sold; and (iii) only four (4) Demands may be made by CBS hereunder (which the proposed manner of sale. Within 10 days after receipt of such notice, the Company shall notify each Holder who is not a party to the written notice served on the Company and offer to them the opportunity to include any Demand for a Shelf their Securities in such registration. A Registration Statement). The registration of Registrable Securities under this Section 1.2 shall Statement will not be deemed to have been comply with the terms hereof unless it is declared effective by the Commission and remains continuously effective for the Effectiveness Period (other than during any suspension period described in Section 4(c)). (d) Each Holder agrees, if requested unless by the Managing Underwriter or underwriters in an underwritten offering of securities of the Company, not to effect any public sale or distribution of Securities or of securities of the Company of the same class as any securities included in such registration becomes effective Registration Statement, including a sale pursuant to Rule 144 under the Act (provided that ifexcept as part of such underwritten registration), within one hundred during the 10-day period prior to, and twenty (120) days after it has become effectiveduring the 180-day period beginning on, the closing date of each underwritten offering of Registrable Securities made pursuant to such registration Registration Statement, to the extent timely notified in writing by the Company or the Managing Underwriter or underwriters and provided that such period is interfered with no longer than the hold-back period agreed to by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to person in connection with such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2.

Demand Registration. If Subject to the restrictions set forth below, if at any time on or after December 1, 2007the consummation of the Merger, the Company receives shall receive from CBS or its permitted transferees the Holders (the “Requesting Holders”) owning at least twenty-five percent (25%) of the then outstanding shares of Registrable Securities as of the date of the request, a written request to register shares at least fifteen percent (15%) of the aggregate number of Registrable Securities owned by all of the Requesting Holders as of the date of such request, then the Company will give notice of such request to all Holders within ten (a “Demand”)10) days of receiving such request and shall effect as soon thereafter as practicable, and in any event within forty-five (45) days of the receipt of such request, the Registration under the Securities Act of all Registrable Securities which any Holder requests to be registered, except as provided in Section 2.03 below. The Company shall prepare and file a not be obligated to effect, or to take any action to effect, any such Registration Statement under pursuant to this Section 2.01: (a) During the 1933 Act covering period starting with the shares so requested date sixty (60) days prior to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees)the Company’s good faith estimate of the date of filing of, and shall use ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated Registration (provided that such effective date occurs after the date hereof); provided that the Company has delivered notice of such Company-initiated Registration to the Holders prior to its best receipt of the Holders’ written request for a Demand Registration and it continues to actively employ in good faith all reasonable efforts to cause as expeditiously as possible such Registration Statement to become effective or effective; or (b) if the Holders have requested an Underwritten Registration, the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (c) if in the good faith judgment of the Board, such Registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is a Well-Known Seasoned Issuer essential to defer the filing of such Registration Statement at time of receipt of a Demandsuch time, and the Company shall cause furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company for such Registration Statement to be filed pursuant in the near future and that it is, therefore, essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing (except as provided in subparagraph (a) above) for a period of not more than one hundred eighty (180) days after receipt of the request of the Holders; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding the foregoing, the Company shall ensure that no such Registration shall become effective with respect to any Registrable Securities subject to an Automatic Shelf Registration Statement; provided that in no event shall applicable Lock-up Period until after the expiration of the applicable Lock-up Period. Furthermore, the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall not be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBSeffect more than three (3) Registrations, provided (i) no Demand which may be made by CBS until on and after December 1either Long-Form Registrations or Short-Form Registrations, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 2.01 on behalf of the Holders; provided, however, that a Registration shall not be deemed to have been requested counted for such purposes unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it Long-Form Registration has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any all of the Registrable Securities are ultimately sold pursuant requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Long-Form Registration have been sold, in accordance with Section 3.01(a) of this Agreement; and provided, further, however, that the Company will not be obligated to effect any such Short-Form Registration: (a) if Form S-3 is not available for such offering; (b) if in the good faith judgment of the Board, such Registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such Registration Statement at such time, and the Company shall furnish to such registrationHolders a certificate signed by the President of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such Registration Statement. The In such event, the Company may grant piggyback registration rights with respect shall have the right to defer such filing (except as provided in subparagraph (a) above) for a period of not more than one hundred eighty (180) days after receipt of the request of the Holders; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period; (c) if the Company has effected one (1) Short-Form Registration within the six (6) month period prior to the current request for Short-Form Registration; or (d) if the Registrable Securities to be covered by such registration statement demanded pursuant to this Section 1.2do not, provided that any such rights shall be subject to in the priority of CBS’s rights under this Section 1.2aggregate, exceed $500,000.

Demand Registration. If at (a) At any time on and from time to time beginning one hundred eighty (180) days after the Plan Effective Date, any Holder or after December 1, 2007, group of Holders may request in writing (“Demand Registration Request”) that the Company receives from CBS effect the registration of all or its permitted transferees a written request to register shares part of such Holder’s or Holders’ Registrable Securities (a “Demand”), with the Commission under and in accordance with the provisions of the Securities Act. The Company shall prepare and will file a Registration Statement under covering such Holder’s or Holders’ Registrable Securities requested to be registered, and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective, as promptly as practicable after receipt of such request; provided, however, that the 1933 Act covering Company will not be required to file a Registration Statement pursuant to this Section 5(a): (A) unless (i) the shares so number of Registrable Securities requested to be registered on such Registration Statement equals at least twenty percent (20%) of all Registrable Securities at such time or (ii) the Registrable Securities requested to be sold by the Holders pursuant to such Registration Statement have an anticipated aggregate gross offering price (before deducting underwriting discounts and commission) of at least $25 million; (B) if the Registrable Securities requested to be registered are already covered by an existing and effective Registration Statement and such Registration Statement may be utilized for the offer and sale of the Registrable Securities requested to be registered; (C) if a registration statement filed by the Company shall have previously been initially declared effective by the Commission within the one hundred eighty (180) days preceding the date such Demand Registration Request is made; and (D) if the number of Demand Registration Requests previously made pursuant to this Section 5(a) shall equal or exceed five (5); provided, however that a Demand Registration Request shall not be considered made for purposes of this clause (D) unless the requested Registration Statement has been declared effective by the Commission for more than 75% of the full amount of Registrable Securities for which registration has been requested. (b) A Demand Registration Request shall specify (i) the then-current name and address of such Holder or Holders, (ii) the aggregate number of Registrable Securities requested to be registered, (iii) the total number of Registrable Securities then beneficially owned by such Holder or Holders, and (iv) the intended means of distribution. If at the time the Demand Registration Request is made the Company appears, based on public information available to such Holder or Holders, eligible to use Form S-3 for the offer and sale of the Registrable Securities, the Holder or other available Holders making such request may request that the registration be in the form (which may be of a Shelf Registration Statement if so requested by CBS or its permitted transferees)(for the avoidance of doubt, and shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company is shall not be under the obligation to file a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall on Form S-3 if, upon the advice of its counsel, it is not eligible to make such a filing). (c) The Company may satisfy its obligations under Section 5(a) hereof by amending (to the extent permitted by applicable law) any registration statement previously filed by the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31under the Securities Act, 2007. The Company shall be required to register so that such amended registration statement will permit the disposition (in accordance with the intended methods of disposition specified as aforesaid) of all of the Registrable Securities for which a Demand Registration Request has been properly made under Section 5(b) hereof. If the Company so amends a previously filed registration statement, it will be deemed to have effected a registration for purposes of Section 5(a) hereof; provided, however that the Effective Date of the amended registration statement, as amended pursuant to this Section 1.2 5(c) shall be the “the first day of effectiveness” of such Registration Statement for purposes of determining the period during which the Registration Statement is required to be maintained effective in response accordance with Section 5(e) hereof. (d) Within ten (10) days after receiving a Demand Registration Request, the Company shall give written notice of such request to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration other Holders of Registrable Securities under this and shall, subject to the provisions of Section 1.2 shall not be deemed to have been requested unless 6(c) in the case of an Underwritten Offering, include in such registration becomes effective all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (provided that if, within one hundred and twenty (12015) days after it the Company’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested to be registered in the manner so requested. (e) The Company will use its reasonable efforts to keep a Registration Statement that has become effective as contemplated by this Section 5 continuously effective, the offering of Registrable Securities pursuant and not subject to such registration is interfered with by any stop order, injunction or other similar order or requirement of the SEC or Commission: (A) in the case of a Registration Statement other governmental agency or courtthan a Shelf Registration Statement, such registration will be deemed not to have become effective unless 80% of such until all Registrable Securities registered thereunder have been sold pursuant to such registrationRegistration Statement, but in no event later than two hundred seventy (270) days from the Effective Date of such Registration Statement; and (B) in the case of a Shelf Registration Statement, until the earlier of: (x) three (3) years following the Effective Date of such Shelf Registration Statement; and (y) the date that all Registrable Securities covered by such Shelf Registration Statement shall cease to be Registrable Securities; provided, however, that in the event of any stop order, injunction or other similar order or requirement of the Commission relating to any Shelf Registration Statement, if any Registrable Securities covered by such Shelf Registration Statement remain unsold, the period during which such Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect; provided further, however, that if any Shelf Registration Statement was initially declared effective on Form S-3 and, prior to the date determined pursuant to Section 5(e)(B), and if the Company becomes ineligible to use Form S-3, the period during which such Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which the Company did not have an effective Registration Statement covering unsold Registrable Securities initially registered on such Shelf Registration Statement. (f) The Holder or Holders making a Demand Registration Request may, at any time prior to the Effective Date of the Registration Statement relating to such registration, revoke their request for the Company to effect the registration has remained effective of all or part of such Holder’s or Holders’ Registrable Securities by providing a written notice to the Company. If, pursuant to the preceding sentence, the entire Demand Registration Request is revoked, then, at the option of the Holder or Holders who revoke such request, either (i) such Holder or Holders shall reimburse the Company for one hundred all of its reasonable and twenty (120) days without such interference such documented out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement, which out-of-pocket expenses, for the avoidance of doubt, shall not include overhead expenses and which requested registration shall not count as one of the permitted Demand Registration Requests hereunder or (ii) the requested registration that has been revoked will be deemed to have been requested regardless effected for purposes of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded Section 5(a). (g) If a Registration Statement filed pursuant to this Section 1.25 is a Shelf Registration Statement, then upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering, in the manner and subject to the conditions described in Section 6 of this Agreement, provided that any (i) the number of shares included in such rights “takedown” shall equal at least twenty percent (20%) of all Registrable Securities at such time or (ii) the Registrable Securities requested to be subject to sold by the priority Holders in such “takedown” shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of CBS’s rights under this Section 1.2at least $25 million.

Demand Registration. If (a) Subject to the provisions of Section 2(b) 1 hereof, the Holder may at any time on or after December 1, 2007, the first anniversary of the date of this Agreement make up to two written requests to the Company receives from CBS for registration under Form S-3 (or its permitted transferees such other appropriate or successor form if Form S-3 is not available) and in accordance with the provisions of Rule 415 promulgated under the Securities Act of all or a written request to register shares portion of Registrable Securities (a “Demand”), the his Shares. The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") a Registration Statement under the 1933 Act covering the shares so requested to be registered registration statement on Form S-3 (or such other available appropriate or successor form if Form S-3 is not available) under the Securities Act covering such Shares, shall use its best efforts to cause such registration statement to become effective within ninety (which may be a Shelf Registration Statement if so requested by CBS 90) days of the Holder's request and shall file such post-effective amendments to such registration statement in order for it to remain effective without lapse until the sale of all the Shares and shall qualify such offering under applicable blue sky or its permitted transfereesstate securities laws. (b) Notwithstanding delivery of any written request referred to in Section 2(a), the Company will have the prior right at any time to conduct public offerings of its common stock for its corporate purposes and may preempt any pending demand registration, in which case Section 3 will apply to the offering. Under these circumstances, the Company will not be obligated to effect the requested demand registration under this Section 2 and such previously requested registration will not count as a demand registration under Section 2(a). In addition, if, prior to the time a written request is delivered under Section 2(a), the Company has given written notice pursuant to Section 3(a) of its intention to file a registration statement, the Company shall not be obligated to cause the requested 2 demand registration to become effective until 120 days after the effective date of such registration statement or until the Company ceases to diligently pursue the preparation, filing and effectiveness of such registration statement. (c) The Company shall file a registration statement on Form S-8 with respect to the Option Shares promptly after the date hereof and shall use its best efforts to cause as expeditiously as possible such Registration Statement registration statement to become remain effective until the related stock options have been exercised or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. expired. (d) The Company shall be required to register pay the Registrable Securities expenses described in Section 6 for the registration pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.22.

Demand Registration. If (a) Subject to the terms and conditions of this Agreement, including Section 2(c), if at any time on or after December 1following February 16, 20072016, the Company receives from CBS or its permitted transferees a written request to from the Investor that the Company register shares of under the Securities Act Registrable Securities (a “Demand”)representing at least 10% of the then-outstanding Common Stock, then the Company shall prepare and file file, as promptly as reasonably practicable but no later than the applicable Filing Deadline, a Registration Statement registration statement under the 1933 Securities Act covering all Registrable Securities that the shares so requested Investor requests to be registered registered. The registration statement shall be on Form S-3 or other available (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form (which may for such purpose) and, if the Company is a WKSI as of the Filing Deadline, shall be a an Automatic Shelf Registration Statement if so requested by CBS Statement. The Company shall use its commercially reasonable efforts to cause the registration statement to be declared effective or its permitted transferees)otherwise to become effective under the Securities Act as soon as reasonably practicable but, in any event, no later than the Effectiveness Deadline, and shall use its best commercially reasonable efforts to cause as expeditiously as possible keep the registration statement continuously effective under the Securities Act until the earlier of (1) the date on which the Investor notifies the Company in writing that the Registrable Securities included in such Registration Statement to become registration statement have been sold or the offering therefor has been terminated or (2) (x) fifteen (15) Business Days following the date on which such registration statement was declared effective or by the SEC, if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be WKSI and filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior in satisfaction of such demand, (y) thirty (30) Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is not a WKSI and registered for resale the Registrable Securities on Form S-3 in satisfaction of such demand or (z) fifty (50) Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is neither a WKSI nor then eligible to December 31use Form S-3 and registered for resale the Registrable Securities on Form S-1 or other applicable form in satisfaction of such demand; provided that each period specified in clause (2) of this sentence shall be extended automatically by one (1) Business Day for each Business Day that the use of such registration statement or prospectus is suspended by the Company pursuant to any Suspension Period, 2007. pursuant to (d) or pursuant to Section 5(i). (b) If the Investor intends to distribute the Registrable Securities covered by the Investor’s request by means of an underwriting, (i) the Investor shall so advise the Company as a part of its request made pursuant to Section 2(a) and (ii) the Investor shall have the right to appoint the book-running, managing and other underwriter(s) in consultation with the Company. (c) The Company shall not be required to register the Registrable Securities effect a registration pursuant to this Section 1.2 in response to any Demand by CBS, provided 2: (i) after the Company has effected six registrations pursuant to this Section 2 (of which no Demand more than three may be made on a form other than Form S-3), and each of such registrations has been declared or ordered effective and kept effective by CBS until on and after December 1, 2007, the Company as required by Section 5(a); or (ii) only one Demand more than twice during any single calendar year. (d) Notwithstanding anything to the contrary in this Agreement, (1) upon notice to the Investor, the Company may be made by CBS delay the Filing Deadline and/or the Effectiveness Deadline with respect to, or suspend the effectiveness or availability of, any registration statement for up to ninety (together 90) days in the aggregate in any twelve-month period (a “Suspension Period”) if the Company would have to make an Adverse Disclosure in connection with all permitted assignees thereof the registration statement; provided that (i) any suspension of a registration statement pursuant to Section 1.86(b) in shall be treated as a Suspension Period for purposes of calculating the maximum number of days of any calendar year Suspension Period under this (d) and (iiiii) only four no Suspension Period may overlap with any redemption pursuant to Section 6 of the Series A Certificate of Designations through the date that is thirty (430) Demands may be made by CBS hereunder Business Days following any such redemption; and (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed 2) upon notice to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effectivethe Investor, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights delay the Filing Deadline and/or the Effectiveness Deadline with respect to any registration statement demanded for a period not to exceed thirty (30) days prior to the Company’s good faith estimate of the launch date of, and ninety (90) days after the closing date of, a Company initiated registered offering of equity securities (including equity securities convertible into or exchangeable for Common Stock and any offering of equity securities that triggers rights under Section 5.3 of the Investor Rights Agreement); provided that (i) the Company is actively employing in good faith all commercially reasonable efforts to launch such registered offering throughout such period, (ii) the Investor is afforded the opportunity to include Registrable Shares in such registered offering in accordance with Section 3) and (iii) the right to delay or suspend the effectiveness or availability of such registration statement pursuant to this clause (2) shall not be exercised by the Company more than twice in any twelve-month period and not more than ninety (90) days in the aggregate in any twelve-month period. If the Company shall delay any Filing Deadline pursuant to this clause (d) for more than ten (10) Business Days, the Investor may withdraw the demand therefor at any time after such ten (10) Business Days so long as such delay is then continuing by providing written notice to the Company to such effect, and any demand so withdrawn shall not count as a demand for registration for any purpose under this Section 2, including Section 2(c). (e) Notwithstanding the foregoing, if the managing underwriter(s) of an underwritten offering in connection with any registration pursuant to this Section 1.22 advises the Company and the Investor in writing that in its good faith judgment the number of Registrable Securities requested to be included in such offering exceeds the number of Registrable Securities which can be sold in such offering at a price acceptable to the Investor, provided that any then the number of Registrable Securities so requested to be included in such rights offering shall be subject reduced to that number of shares which in the priority good faith judgment of CBS’s rights under this Section 1.2the managing underwriter can be sold in such offering at such price.

Demand Registration. If at (a) At any time on or commencing 180 days after December 1, 2007the date of this Agreement, the Company receives from CBS or its permitted transferees Holders of at least [10%] of the then outstanding Registrable Stock (the "Requesting Holders") may request, in a written notice to the Company (a "Demand Notice"), that the Company file a registration statement under the Securities Act covering the registration of at least [10%] of the Registrable Stock then outstanding in the manner specified in such notice (a "Demand Registration"). Promptly following receipt of a Demand Notice (such request to register state the number of shares of Registrable Securities (a “Demand”Stock to be so included and the intended method of distribution), the Company shall prepare (x) within twenty (20) days notify all other Holders of such request in writing and file a Registration Statement under the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), and shall y) use its best efforts to cause as expeditiously as possible to be registered under the Securities Act all Registrable Stock that the Requesting Holders and such Registration Statement to become effective or if other Holders have, within ten (10) days after the Company has given such notice, requested be registered in accordance with the manner of distribution specified in the Demand Notice by the Requesting Holders. (i) If any Demand Registration is requested to be a Well-Known Seasoned Issuer at time "shelf" registration by the Requesting Holders of receipt of a Demandthe Registrable Stock to be included in such Demand Registration, the Company shall cause the Registration Statement to be filed pursuant to an Automatic Rule 415 under the Securities Act a shelf Registration Statement (a "Shelf Registration Statement; provided that in no event shall ") with respect to the Company number of shares of Registrable Stock requested to be obligated to file an Automatic so registered (a "Shelf Registration Statement prior to December 31, 2007Registration"). The Company shall keep such Shelf Registration Statement continuously effective for a period of at least one year following the date on which the Commission declares such Shelf Registration Statement effective under the Securities Act (subject to extension pursuant to Section 4(a) and the last paragraph of Section 5 hereof), or such shorter period ending when all of the shares of Registrable Stock covered by such Shelf Registration Statement have been sold. (ii) Upon the occurrence of any event that would cause the Shelf Registration Statement (A) to contain a material misstatement or omission or (B) to be not effective and usable for resale of Registrable Securities during the period that such Shelf Registration Statement is required to register be effective and usable, the Company shall promptly file an amendment to the Shelf Registration Statement, in the case of clause (A), correcting any such misstatement or omission and, in the case of either clause (A) or (B), use its best efforts to cause such amendment to be declared effective and such Shelf Registration Statement to become usable as soon as practicable thereafter. (c) If the Requesting Holders intend to have the Registrable Securities pursuant Stock distributed by means of an Underwritten Offering, the Company shall include such information in the written notice referred to this in clause (x) of Section 1.2 2(a) above. In such event, the right of any Holder to include its Registrable Stock in response such registration shall be conditioned upon such Holder's participation in such Underwritten Offering and the inclusion of such Holder's Registrable Stock in the Underwritten Offering (unless otherwise mutually agreed by a majority in interest of the Requesting Holders and such Holder) to any Demand the extent provided below. All Holders proposing to distribute Registrable Stock through such Underwritten Offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters. Such underwriter or underwriters shall be selected by CBSa majority in interest of the Requesting Holders and shall be approved by the Company, provided which approval shall not be unreasonably withheld; PROVIDED, that (i) no Demand may all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made by CBS until on to and after December 1, 2007for the benefit of such Holders of Registrable Stock, (ii) only one Demand may any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be made by CBS (together with all permitted assignees thereof pursuant conditions precedent to Section 1.8) in any calendar year the obligations of such Holders of Registrable Stock, and (iii) only four no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Stock of such Holder and such Holder's intended method of distribution and any other representations required by law or reasonably required by the underwriter. If any Holder of Registrable Stock disapproves of the terms of the underwriting, such Holder may elect to withdraw all its Registrable Stock by written notice to the Company, the managing underwriter and the Initiating Holders. The securities so withdrawn shall also be withdrawn from registration and shall remain Registrable Stock. (4d) Demands may Notwithstanding any provision of this Agreement to the contrary, (i) the Company shall not be made required to effect a Demand Registration during the period starting 30 days prior to the estimated date of filing by CBS hereunder the Company of, and ending on a date 180 days following the effective date of, a registration statement pertaining to a public offering of equity securities of the Company; (which ii) the Company shall not be required to effect more than one Demand Registration in any six-month period; (iii) if, in the written opinion of the managing underwriter of any Underwritten Offering, the total amount of Registrable Stock to be registered in connection with a Demand Registration will exceed the maximum amount of the Company's securities that can be marketed (1) at a price reasonably related to the then current market value of such securities or (2) without otherwise materially and adversely affecting the entire offering, then the Company shall include in such Demand Registration the number of shares of Registrable Stock that in the opinion of such managing underwriter can be sold within a price range acceptable to the Holders of a majority of the Registrable Stock requested to be included in such Demand Registration by the Requesting Holders pursuant to Section 2(a), allocated pro rata among the Requesting Holders on the basis of the relative number of shares of Registrable Stock each such Holder has requested to be included in such registration; and (iv) if the Company shall furnish to the Requesting Holders a certificate signed by the president of the Company stating that in the good faith opinion of a majority of the Board of Directors of the Company such registration would interfere with any Demand material transaction then being pursued by the Company, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a Shelf period not to exceed 60 days. (e) The Company shall not be obligated to effect more than three Demand Registrations; PROVIDED, HOWEVER, that a Demand Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective effected for purposes of this Section 2(e) unless: (provided that if, within one hundred and twenty (120i) days after it has become effective, been declared effective by the Commission; (ii) it has remained effective for the period set forth in Section 5(a) and (iii) the offering of Registrable Securities Stock pursuant to such registration is interfered with by not subject to any stop order, injunction or other order or requirement of the SEC Commission (other than any such stop order, injunction or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any requirement of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to Commission prompted by any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority act or omission of CBS’s rights under this Section 1.2a Requesting Holder).

Demand Registration. If at At any time on or after December 1, 2007one year from the Closing Date, the Company receives from CBS or its permitted transferees a holders of not less than 51% of the Securities then held by all of the Sellers and the Seller Permitted Transferees may make one request for the registration under the Securities Act of the Securities held by them. SFX will give prompt written notice to the remaining holders of the Securities, if any, of the request to register shares effect such a registration and will include in such registration all Securities with respect to which SFX has received written requests for inclusion therein within thirty (30) days after the receipt of Registrable Securities (a “Demand”), the Company shall prepare and file a Registration Statement under the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), and SFX's notice. SFX shall use its best efforts to cause a registration statement on the appropriate form under the Securities Act (the "Registration Statement") to be declared effective by the SEC as expeditiously soon as possible practicable after its filing with the SEC which it agrees to file within 60 days of the original request, and to remain effective and current until the earlier of (x) such time as all of the Securities included in such Registration Statement are sold pursuant to become the Registration Statement or (y) 180 days after the Registration Statement is declared effective or if by the Company is a Well-Known Seasoned Issuer at time SEC, subject to extension for the total number of receipt days included in Blackout Periods (as defined below) (the "Effective Period"); provided, however, that (X) each Seller shall provide written notice to SFX ten (10) days prior to any sale of a DemandSecurities, Company (Y) SFX shall have no obligation to cause the Registration Statement to remain effective for the benefit of a particular Seller if such Seller is able to sell all remaining Securities owned by such Seller in compliance with Rule 144 in a single transaction to which the volume limitations of Rule 144(e) do not apply or if such volume limitations are applicable without exceeding such limitations and (Z) in the event that SFX determines in good faith that the Registration Statement may contain a material misstatement or omission (including as a result of SFX having under consideration a significant acquisition or disposition or other material transaction that has not been publicly disclosed), SFX may cause the Registration Statement not to be filed pursuant used by Sellers until such time as the SEC has declared effective a post-effective amendment to an Automatic Shelf the Registration Statement; provided that Statement or if the misstatement or omission can be corrected by incorporation by reference in no event shall the Company be obligated Registration Statement of another SEC filing of SFX, SFX has made another filing on Form 8-K or other appropriate form ("Incorporated Filing") to correct such misstatement or omission, which post-effective amendment or Incorporated Filing, as the case may be, SFX agrees to file an Automatic Shelf within the ten (10) day period referenced in (X) above, or in the case of a significant acquisition, disposition or other material transaction, within 45 days of such notice, and use its best efforts to cause to become effective as soon as practicable (such period when the Registration Statement prior to December 31, 2007is not effective being a "Blackout Period"). The Company shall be required to register Notwithstanding the Registrable Securities pursuant to foregoing provisions of this Section 1.2 2.6.2 to the contrary, in response to any Demand by CBS, provided the event that (i) no Demand may in connection with such registration of Securities, SFX is obligated to permit one or more other Persons to have the sale of certain shares of Class A Common Stock held by them to be made by CBS until on registered under the same Registration Statement as that covering the sale of the Securities in a so-called "piggy-back" registration; and after December 1, 2007, (ii) only one Demand may as a result of such "piggy-back" registration, the managing underwriters or underwriters of the proposed combined offering of the Securities and such other shares advise SFX that the inclusion of all of the securities requested to be made included in such offering would adversely affect the amount or price of the securities that could be sold by CBS the Seller or Sell- ers (together with all permitted assignees thereof pursuant to Section 1.8or his or their Seller Permitted Transferees) in any calendar year such offering to a level or levels that would be unacceptable to such Seller or Sellers (or his or their Seller Permitted Transferees) in their sole and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless absolute discretion, then, in such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effectiveevent, the securities to be included in such offering shall be reduced to the aggregate extent necessary to eliminate, on the advice of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or courtunderwriters, such registration will be deemed not adverse effect, pro rata (to have become effective unless 80% of such Registrable Securities have been sold pursuant the extent SFX is contractually entitled to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2do so, provided that from and after the date hereof SFX will not agree to any provision containing such a restriction), on the basis of the total number of shares originally intended to be included therein by the Seller or Sellers (or his or their Seller Permitted Transferees), on the one hand, and the holders of such other shares, on the other hand. In the event any such rights shall be subject reduction occurs as set forth in the preceding sentence, then, notwithstanding the first sentence of this Section 2.6.2 to the priority contrary, at any time after ninety (90) days from the effective date of CBS’s rights the Registration Statement covering such reduced number of shares, the holders of not less than 51% of the remaining outstanding Securities not covered by such Registration Statement may make one additional request for the registration under the Securities Act of such remaining outstanding Securities and, in such event, the terms and provisions of this Section 1.22.6.2 shall apply to such request as if it were the original request, including this sentence and the next preceding sentence.

Demand Registration. (a) If at any time on or after December 1, 2007the Company is eligible to use a Form S-3 registration statement, the Company receives a request in writing from CBS or its permitted transferees Restricted Stockholder that the Company file a written request Form S-3 registration statement with respect to register shares outstanding Restricted Securities held by Restricted Stockholder having an anticipated aggregate offering price, net of Registrable Securities Selling Expenses, of at least five million dollars (a “Demand”$5,000,000.00), then the Company shall prepare as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Restricted Stockholder, file a Registration Statement Form S-3 registration statement under the 1933 Securities Act covering the shares so all Restricted Securities requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested included in such registration by CBS or its permitted transfereesRestricted Stockholder, subject to the limitations of Section 4.1(b), 4.1(c), and Section 4.3. The Company shall use its reasonable best efforts to cause such Form S-3 registration statement to be declared effective by the SEC as expeditiously soon as possible practicable after filing. (b) Notwithstanding the foregoing obligations, if the Company furnishes to Restricted Stockholder a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its stockholders for such Registration Statement registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would: (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request of Restricted Stockholder is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than an Excluded Registration. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 4.1(a) (i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company is has effected a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed registration pursuant to an Automatic Shelf Registration Statement; provided that in no event Section 4.1(a) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 4.1(c) until such time as the Company be obligated applicable registration statement has been declared effective by the SEC, unless Restricted Stockholder withdraws its request for such registration, elects not to file an Automatic Shelf Registration Statement prior pay the registration expenses therefor, and forfeits its right to December 31, 2007. The Company shall be required to register the Registrable Securities one demand registration statement pursuant to this Section 1.2 4.1 as provided in response Section 4.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 4.1(c). (d) Restricted Stockholder shall only be entitled to any Demand by CBS, provided two (i2) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities demand registrations under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.24.1.

Demand Registration. If at (a) At any time on or after December 1, 2007, the Company receives from CBS or its permitted transferees a written request becomes eligible to register shares of Registrable Securities (a “Demand”), the Company shall prepare and file a Registration Statement under the 1933 Act covering the shares so requested to be registered on Form S-3 (or other available any successor form relating to secondary offerings), the Purchaser may request, in writing, the Company to effect the registration on Form S-3 (which may or such successor form) (“Demand Registration Statement”), of the Shares having an aggregate value of at least three million dollars ($3,000,000) (based on the then current public market price). The rights granted by the Company under this Section 8.1 shall terminate on the fifth anniversary of the date of the Initial Public Offering. (b) Upon receipt of such request for registration pursuant to this Section 8, the Company shall, as expeditiously as possible, cause to be filed with the Securities and Exchange Commission (the “SEC”) a Shelf Demand Registration Statement if providing for the registration under the Securities Act of the Shares which the Company has been requested to so requested register by CBS or its permitted transferees)the Purchaser, and shall use its best efforts to cause as expeditiously as possible have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for a period of time necessary following the date on which such Demand Registration Statement is declared effective to permit the sale of all the Shares covered by such Demand Registration Statement or such shorter period which will terminate when all the Shares covered by such Demand Registration Statement have been sold pursuant thereto (including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form under the Securities Act used by the Company for such Demand Registration Statement or by the Securities Act, any state securities or “blue sky” laws, or any other rules and regulations thereunder). (c) A Demand Registration Statement shall be deemed not have become effective or if unless it has been declared effective by the Company is a Well-Known Seasoned Issuer at time of receipt of a DemandSEC; provided, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31however, 2007. The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become been declared effective, the offering of Registrable Securities any Shares pursuant to such registration Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or courtcourt (other than such stop order or injunction issued as a result of (i) the inclusion in such Demand Registration Statement of any information supplied to the Company for inclusion therein by the Purchaser or (ii) the conduct of the offering by the Purchaser of its agents), such registration Demand Registration Statement will be deemed not to have become effective. (d) The Purchaser shall be entitled to two Demand Registration Statements pursuant to Section 8.1(a). For purposes of this Section 8.1(d), a registration shall not be counted until such time as a Registration Statement covering the applicable Shares has been declared effective unless 80% by the SEC (subject to Section 8.1(c)), except that a registration shall count if prior to the Registration Statement being declared effective the Purchasers withdraw their request for such registration by providing written notice to the Company and elect not to pay the registration expenses therefor pursuant to Section 8.3. Notwithstanding the foregoing, in the event the withdrawal by the Purchaser is based upon material adverse information related to the Company that is different from the information known or available to the Purchaser at the time of its request for registration, or a material change in the business, assets, liabilities, condition (financial or otherwise) or prospects of the Company after the time of such Registrable Securities have been sold pursuant to such registration)request, and if the registration has remained effective for one hundred and twenty (120) days without such interference then such registration shall not be deemed counted for purposes of this Section 8.1(d) even though the Purchaser does not bear the Registration Expenses therefor. (e) If the Purchaser intends to distribute the Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 8.1(a). If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 8.1(e) or if other holders of securities of the Company who are entitled, by contract with the Company, to have been requested regardless securities included in such a registration (the “Other Holders”) request such inclusion, the Company shall offer to include the securities of whether any such officers, directors and Other Holders in such registration and underwriting. The Company shall (together with the Purchasers, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Registrable Securities are ultimately sold pursuant to such registrationCompany) with the underwriter. The Company may grant piggyback include securities for its own account in such registration rights with respect if the underwriter so agrees and if the number of Shares and other securities that would otherwise have been included in such registration and underwriting will not thereby be limited. Notwithstanding any other provision of this Section 8.1, if the underwriter determines that the inclusion of the number Shares requested to any be registered would have a material adverse effect on the price, timing or distribution of the Common Stock to be registered, the Company shall limit the number of Shares to be included in the registration statement demanded and underwriting to such number of Shares that the Purchaser is so advised can be sold without having such a material adverse effect. The Company shall so advise all holders of Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: first, all securities initially proposed to be sold pursuant to this the Demand Registration Statement by the Purchaser; and second, the number of Shares requested to be included in such registration by the Other Holders that the Purchaser is so advised can be sold without having a material adverse effect on the price, timing or distribution of the Common Stock, allocated pro rata among the Other Holders requesting such registration on the basis of the number of Shares requested to be included by all such Other Holders. (f) If at the time of any request to register Shares by the Purchaser pursuant to Section 1.28.1(a), provided the Company is engaged or has plans to engage in a registered public offering or is engaged in any other material activity which, in the good faith and reasonable determination of the Company’s Board of Directors, would be materially adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of ninety (90) days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any such rights twelve-month period. (g) The Purchaser shall be have the right to select the underwriter for an underwritten offering requested pursuant to a Demand Registration Statement, subject to the priority of CBSCompany’s rights under this Section 1.2approval, which will not be unreasonably withheld.

Demand Registration. If (a) Subject to the terms and conditions of this Agreement, including Section 2(c), if at any time on or after December 1following June 23, 20072011, the Company receives from CBS or its permitted transferees a written request to from the Investor Representative on behalf of any Electing Investors that the Company register under the Securities Act Registrable Securities representing (i) at least 5,500,000 shares of Registrable Securities Common Stock or (a “Demand”)ii) any amount of shares of Series B Preferred then outstanding if the Shareholder Approvals have not been obtained at such time, then the Company shall prepare and file file, as promptly as reasonably practicable but no later than the applicable Filing Deadline, a Registration Statement registration statement under the 1933 Securities Act covering all Registrable Securities that the shares so requested Investor Representative, on behalf of the Electing Investors, requests to be registered registered. The registration statement shall be on Form S-3 or other available (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form (which may for such purpose) and, if the Company is a WKSI as of the Filing Deadline, shall be a an Automatic Shelf Registration Statement if so requested by CBS Statement. The Company shall use its commercially reasonable efforts to cause the registration statement to be declared effective or its permitted transferees)otherwise to become effective under the Securities Act as soon as reasonably practicable but, in any event, no later than the Effectiveness Deadline, and shall use its best commercially reasonable efforts to cause as expeditiously as possible keep the registration statement continuously effective under the Securities Act until the earlier of (1) the date on which the Investor Representative notifies the Company in writing that the Registrable Securities included in such Registration Statement to become registration statement have been sold or the offering therefor has been terminated or (2) (x) 15 Business Days following the date on which such registration statement was declared effective or by the SEC, if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be WKSI and filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31in satisfaction of such demand, 2007. The (y) 30 Business Days following the date on which such registration statement was declared effective by the SEC, if the Company shall be required to register is not a WKSI and registered for resale the Registrable Securities on Form S-3 in satisfaction of such demand, or (z) 50 Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is neither a WKSI nor then eligible to use Form S-3 and registered for resale the Registrable Securities on Form S-1 or other applicable form in satisfaction of such demand; provided that each period specified in clause (2) of this sentence shall be extended automatically by one Business Day for each Business Day that the use of such registration statement or prospectus is suspended by the Company pursuant to any Scheduled Black-out Period, pursuant to Section 2(d) or pursuant to Section 5(i). Neither the Company nor any other Person (other than any Electing Investor) shall be entitled to include Other Securities in any registration initiated by the Investor Representative on behalf of the Electing Investors pursuant to this Section 1.2 2 without the prior written consent of the Investor Representative (in response the case of Other Securities of the Company, such consent not to be unreasonably withheld, conditioned or delayed), and upon such consent the Registrable Securities shall have priority for inclusion in any Demand firm commitment underwritten offering, ahead of all Other Securities, in any Underwriter Cutback. (b) If the Electing Investors intend to distribute the Registrable Securities covered by CBSthe Investor Representative’s request by means of an underwriting, provided (i) no Demand may be the Investor Representative shall so advise the Company as a part of its request made by CBS until on pursuant to Section 2(a) and after December 1, 2007, (ii) only one Demand the Investor Representative shall have the right to appoint the book-running, managing and other underwriter(s) in consultation with the Company. (c) The Company shall not be required to effect a registration pursuant to this Section 2: (i) after the Company has effected six registrations pursuant to this Section 2, and each of such registrations has been declared or ordered effective and kept effective by the Company as required by Section 5(a); or (ii) more than twice during any single calendar year. (d) Notwithstanding anything to the contrary in this Agreement, (1) upon notice to the Investor Representative, the Company may be made by CBS delay the Filing Deadline and/or the Effectiveness Deadline with respect to, or suspend the effectiveness or availability of, any registration statement for up to 90 days in the aggregate in any 12-month period (together with all permitted assignees thereof a “Suspension Period”) if the Board of Directors of the Company determines that there is a valid business purpose for delay of filing or effectiveness of, or suspension of, the registration statement; provided that (i) any suspension of a registration statement pursuant to Section 1.86(b) in shall be treated as a Suspension Period for purposes of calculating the maximum number of days of any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities Suspension Period under this Section 1.2 shall not be deemed 2(d) and (ii) no Suspension Period may overlap with any redemption pursuant to have been requested unless Section 6 of the Series A Certificate of Designations or Section 6 of the Series B Certificate of Designations through the date that is 30 Business Days following any such registration becomes effective redemption; and (provided that if, within one hundred and twenty (1202) days after it has become effectiveupon notice to the Investor Representative, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights delay the Filing Deadline and/or the Effectiveness Deadline with respect to any registration statement demanded for a period not to exceed 30 days prior to the Company’s good faith estimate of the launch date of, and 90 days after the closing date of, a Company initiated registered offering of equity securities (including equity securities convertible into or exchangeable for Common Stock and any offering of equity securities that triggers rights under Section 5.3 of the Investor Rights Agreement); provided that (i) the Company is actively employing in good faith all commercially reasonable efforts to launch such registered offering throughout such period, (ii) the Investors are afforded the opportunity to include Registrable Shares in such registered offering in accordance with Section 3) and (iii) the right to delay or suspend the effectiveness or available of such registration statement pursuant to this Section 1.2clause (2) shall not be exercised by the Company more than twice in any twelve-month period and not more than 90 days in the aggregate in any twelve-month period. If the Company shall delay any Filing Deadline pursuant to this clause (d) for more than 10 Business Days, provided that the Investor Representative may, on behalf of the Electing Investors, withdraw the demand therefor at any time after such rights shall be subject 10 Business Days so long as such delay is then continuing by providing written notice to the priority of CBS’s rights Company to such effect, and any demand so withdrawn shall not count as a demand for registration for any purpose under this Section 1.22, including Section 2(c).

Demand Registration. If at any time on or (i) The Company shall: (A) as promptly as practicable (but in no event more than 120 days after December 1, 2007, the Company receives from CBS or its permitted transferees a written request to register shares of Registrable Securities date hereof) (a the “DemandShelf Filing Deadline”), the Company shall prepare and file cause to be filed a Registration Statement registration statement pursuant to Rule 415 under the 1933 Securities Act covering the shares so requested to be registered on Form S-3 or other available form (which any similar rule that may be a adopted by the Commission (the “Shelf Registration Statement”), which Shelf Registration Statement if so requested by CBS shall provide for the registration and resale, on a continuous or its permitted transferees)delayed basis, and shall of all of the Transfer Restricted Shares; (B) use its reasonable best efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Shelf Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that declared effective under the Securities Act by the Commission as promptly as practicable (but in no event shall later than 180 days after the Company be obligated date hereof) (the “Effectiveness Target Date”); and (C) use its reasonable best efforts to file an Automatic keep the Shelf Registration Statement prior continuously effective, supplemented and amended as required by the Securities Act and by the provisions of Section 5(b)(ii) hereof to December 31the extent necessary to ensure that it conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time, 2007for a period (the “Effectiveness Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the earlier of: (x) the date when Investor is able to sell all such Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act; or (y) the date when (i) all of such Transfer Restricted Securities of Investor are registered under the Shelf Registration Statement and disposed of in accordance with the Shelf Registration Statement or pursuant to Rule 144(k) under the Securities Act or any similar rule that may be adopted by the Commission or (ii) the Transfer Restricted Securities cease to be outstanding. The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become used its reasonable best efforts to keep the Shelf Registration Statement effective during the Effectiveness Period if it voluntarily takes any action that would result in Investor not being able to offer and sell such Transfer Restricted Securities at any time during the Effectiveness Period, unless 80% of such Registrable Securities have been sold pursuant to such registration)action is (x) required by applicable law, and if the registration has remained effective for one hundred and twenty (120y) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this permitted by Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.25(b)(ii)(B) hereof.

Demand Registration. If at (i) At any time on or after December 1during which a "shelf" Registration Statement is not effective with respect to the Registrable Securities, 2007, the Company receives from CBS or its permitted transferees upon receipt of a written request (a "REGISTRATION Request"), which shall include a description of such Holders' proposed method of distribution (which method may also include an Underwritten Offering by a nationally recognized Underwriter selected by the Company and reasonably acceptable to register shares of the Registering Holders) from Holders holding Registrable Securities having an aggregate expected offering price of at least $20,000,000 (a “Demand”or, if the expected offering price of all remaining Registrable Securities should be less than $20,000,000, such lesser amount), the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the SEC, within sixty (60) days after receipt of such Registration Request, a Registration Statement under for the 1933 Act covering sale of all Registrable Securities held by the shares so requested requesting Holders and any other Holder who makes a written request of the Company to have her or his Registrable Securities included in such Registration Statement, which such written request must be registered on Form S-3 or other available form received by the Company within ten (which may be a Shelf 10) days after such Holder receives the Registration Statement if so requested by CBS or its permitted transfereesRequest (all of such Holders, collectively, the "REGISTERING HOLDERS"). Upon receipt of such written request, and the Company shall use its best all commercially reasonable efforts to cause as expeditiously as possible such Registration Statement to become be declared effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, receipt of a Registration Request. The Company shall keep such Registration Statement continuously effective until the offering earlier of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of either: (i) the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such date on which all Registrable Securities have been sold pursuant to such registrationRegistration Statement or Rule 144 or (ii) one (1) year from the effective date of the Registration Statement. (ii) The Company shall not be required to effect more than three (3) registrations pursuant to this SECTION 2(B); PROVIDED, and HOWEVER, Company shall effect one additional registration in accordance with the provisions of SECTION 2(B)(I) hereof if requested to do so by a Holder who receives Registrable Securities pursuant to Section 16.5.A. of the registration has remained effective for one hundred and twenty Agreement of Limited Partnership (120without regard to the dollar limitation set forth therein). (iii) days without such interference such registration shall be deemed to have been requested regardless of whether If any of the Registrable Securities are ultimately sold registered pursuant to a Registration Statement filed under this SECTION 2(B) are to be sold in an Underwritten Offering, and the lead managing Underwriter advises the Holders in writing that in its opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration. , first, the Registrable Securities of the Holders and, second, any securities to be sold for the account of the Company and for the account of other security holders of the Company who have contractual rights to participate in such registration (the "OTHER HOLDERS") electing to include (but not being entitled to demand inclusion of) securities in such registration (it being understood that such lead managing Underwriter shall have the right to eliminate entirely the participation in such registration of the Company and such Other Holders). (iv) The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject entitled to postpone, for a reasonable period of time not in excess of ninety (90) days, the priority filing of CBS’s rights a Registration Statement of the Company determines, in the good faith exercise of its reasonable business judgement, that such registration and offering could materially adversely affect the BONA fide financing plans of the Company or would require the disclosure of information, the premature disclosure of which could materially adversely affect the Company or any transaction under this Section 1.2consideration by the Company; PROVIDED, HOWEVER, that the Company shall not be entitled to such postponement more than once in any 360-day period.

Demand Registration. If at At any time and from time totime (i) if the Closing has occurred under the Merger Agreement on or prior to the date hereof, after December 1180 days following the Closing Date under the Merger Agreement and (ii) if the Closing under the Merger Agreement has not occurred on or prior to the date hereof, 2007after the date hereof, upon written request by the Requisite Holders that the Company receives from CBS effect the registration under the Securities Act of all or its permitted transferees a written request to register shares part of the Registrable Securities (a “Demand”"Demand Request"), the Company shall prepare and file a Registration Statement under will use reasonable best efforts to register the 1933 Act covering Registrable Securities which the shares Company has been so requested to register by the Holders under the Securities Act for resale by the Holders in an underwritten offering (a "Demand Offering") pursuant to a registration statement (the "Demand Registration Statement") that has been declared effective by the Commission, which registration statement shall be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested kept effective by CBS or its permitted transferees), and shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company until the earlier of such time as the Demand Offering is a Well-Known Seasoned Issuer at time completed or the expiration of receipt 60 days following the effectiveness of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Demand Registration Statement; provided that in no event shall the Company shall not be obligated to file effect a Demand Offering that is underwritten for Requisite Holders hereunder, but instead may effect a Demand Offering by registering resale transactions involving a non-underwritten distribution of Registrable Securities, if the Registrable Securities sought to be included in such Demand Offering by such Requisite Holders have an Automatic Shelf Registration Statement prior to December 31, 2007aggregate Reference Value of less than $30,000,000. The Company will use reasonable best efforts to have each Demand Registration Statement declared effective by the Commission within ninety (90) days after receipt of such request or within sixty (60) days after receipt of such request if the Company is qualified to file a registration statement on Commission Form ▇-▇, ▇-▇ or any successor or similar short-form registration statement (collectively, "Commission Form S-3"). Subject to subdivision (g), the Company may include in such Demand Registration Statement and Demand Offering other securities of the Company for sale, for the Company's account or for the account of any other person. Upon receipt of a Demand Request, the Company shall promptly give written notice of such request to all Holders, and all Holders shall be required afforded the opportunity to register participate in such request as follows: subject to subdivision (f), the Registrable Securities pursuant to this Section 1.2 Company will include in response to any each Demand by CBS, provided (i) no Registration Statement and Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration Offering such number of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless of any Holder joining in such registration becomes effective (provided that if, request as are specified in a written request by the Holder received by the Company within one hundred and twenty (120) 20 days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% receipt of such Registrable Securities have been sold pursuant to such registration), and if written notice from the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2Company.

Demand Registration. If (a) At any time during the period beginning one hundred eighty-one (181) days following the IPO and prior to the Distribution or, should the Master Separation and Distribution Agreement be terminated prior to the Distribution, at any time on thereafter, PC Mall may submit a Registration Request for Demand Registration covering all or after December 1part of the Registrable Shares, 2007, which request must request registration of at least Three Million (3,000,000) Shares. The Registration Request shall state the Company receives from CBS or its permitted transferees a written request to register shares number of Registrable Securities (a “Demand”), the Company shall prepare and file a Registration Statement under the 1933 Act covering the shares so requested Shares to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), and the intended plan of distribution thereof. eCost shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf honor Registration Statement prior to December 31, 2007. The Company shall be required Requests to register the Registrable Securities Shares pursuant to this Section 1.2 2 on a total of only five (5) occasions. A request withdrawn pursuant to Subsection 2(c) hereof or deemed to be a Piggyback Registration pursuant to Subsection 2(d) hereof shall not be counted as a Registration Request for this purpose. eCost shall be deemed to have satisfied its obligation under this Section 2 with respect to a Registration Request if a registration statement filed pursuant to a Registration Request becomes effective under the Act and remains effective for the period required hereby, or if the failure of such a registration statement to become or remain effective results primarily from any action or inaction of PC Mall. Subject to the conditions and limitations of Section 4 hereof, eCost will use its commercially reasonable efforts to file a registration statement under the Act registering the Registrable Shares covered by a Registration Request within forty-five (45) days after it receives such Registration Request unless such Registration Request is withdrawn as permitted by Subsection 2(c) hereof. (b) The right to Demand Registration is subject to the procedures in response to any Demand by CBS, provided Section 4 hereof and the following additional conditions and limitations: (i) no PC Mall may withdraw the Registrable Shares from a Registration Request at any time prior to the time the registration statement becomes effective, provided that eCost may ignore a notice of withdrawal made within twenty four (24) hours of the time the registration statement becomes effective. Following such a withdrawal, eCost shall not take any further action to register the withdrawn Registrable Shares, and shall not be obligated to register any Registrable Shares if the number of non-withdrawn Registrable Shares is less than Three Million (3,000,000) Shares. However, except as otherwise provided in Subsection 2(c) or (d) hereof, a Registration Request, once made, shall count as having been made for purposes of Subsection 2(a), unless it is withdrawn by PC Mall within fifteen (15) days after having been made or it is withdrawn before eCost devotes any significant efforts to the preparation of the registration statement. (ii) No Registration Request may be made within ninety (90) days after the effective date of a registration statement filed by eCost under the Act covering an underwritten public offering of its equity securities (except for the registration statement relating to the IPO); (iii) Unless otherwise agreed to by eCost, any Demand Registration must relate to a firm commitment underwriting for which the managing underwriter shall be reasonably satisfactory to eCost (such satisfaction not to be withheld unreasonably) or a non-underwritten offering on a "shelf" basis in accordance with Rule 415 under the Act. (iv) eCost shall be permitted to use any registration form available to it for the registration of Registrable Shares, and shall not be obligated to include in the prospectus any information that may be incorporated by reference or that is not required to be included therein by the applicable registration form. (v) No Registration Request may be made by CBS until on PC Mall if the amount of shares proposed to be sold could be sold by PC Mall without limitation under Rule 144 under the Act. (c) Notwithstanding the foregoing, if eCost is aware at the time it receives a Registration Request that a registered public sale of Shares is being contemplated or is in the process of being prepared (except as provided in Section 7 hereof), it will notify PC Mall of the relevant facts, and after December 1, 2007, PC Mall shall have the right to withdraw the Registration Request by written notice given to eCost within ten (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (12010) days after it has become effectiveeCost's notice under this Subsection 2(c), the offering of Registrable Securities pursuant to in which case such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration Registration Request will be deemed not to have become effective unless 80% been made for purposes of such Registrable Securities have been Subsection 2(a). (d) For an additional ninety (90) days following the date on which PC Mall may first submit a Registration Request for Demand Registration, eCost will be entitled to include Shares in any Demand Registration and to reduce the number of Shares to be sold pursuant by PC Mall thereunder to such registrationa minimum of twenty percent (20%), and if collectively, of the total offering plus any underwriters' over-allotment option. If, as a result of this cutback procedure, the number of Shares sold by PC Mall in such offering constitutes less than the number of Shares requested to be registered by PC Mall, the registration has remained effective for one hundred would be treated as a Piggyback Registration under Section 3 below, and twenty (120) days without such interference such registration shall a Registration Request will be deemed not to have been requested regardless made for purposes of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2Subsection 2(a) hereof.

Demand Registration. (a) If Parent shall receive at any time on or after December 1October 14, 20072012, the Company receives from CBS or its permitted transferees a written request from either Holder (in either case, the “Initiating Holder”) that Parent file a Registration Statement on Form S-1 under the Securities Act, with respect to register all or part of the Registrable Securities owned by such Holder, provided that the sale of the Common Stock requested to be registered would yield aggregate gross proceeds in excess of $30 million, then Parent will: (i) within ten days of the receipt thereof, give written notice of such request to all Holders of Registrable Securities; (ii) use commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders thereof request to be registered, subject to the limitations of Section 2.1(b), within fifteen days of the mailing of such notice by Parent in accordance with Section 4.3; and (iii) keep such Registration Statement effective for the shorter of 180 days or until the distribution contemplated in the Registration Statement has been completed; provided, however, that such 180-day period shall be extended for a period of time equal to (A) the period in which any Holder refrains from selling any securities included in such Registration Statement at the request of an underwriter of Common Stock (or other securities of Parent); (B) the period in which any Holder refrains from selling any securities included in such Registration Statement at the request of Parent to permit Parent to amend such Registration Statement; (C) the duration of any Black-Out Period during which the use of a prospectus was suspended or sales of Registrable Securities were not permitted by a selling Holder; and (D) the periods for which effectiveness of the Registration Statement has been suspended as permitted by this Agreement. (b) If the Initiating Holder intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise Parent as a part of its request made pursuant to Section 2.1(a) and Parent shall include such information in the written notice referred to in Section 2.1(a). The underwriter will be selected by Parent, subject to the consent of the Initiating Holder (which will not be unreasonably withheld). In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided in this Article 2. All Holders proposing to distribute Registrable Securities through such underwriting shall (together with Parent as provided in Section 2.4(e)) enter into an underwriting agreement in the form requested by the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1, if the underwriter advises Parent that marketing factors require a limitation of the number of shares to be sold, then the number of shares of Registrable Securities that may be included in the underwriting shall be reduced, and shall be allocated among the Holders, in proportion (a “Demand”), as nearly as practicable) to the Company shall prepare and file a Registration Statement under the 1933 Act covering the shares so amount of Registrable Securities requested to be registered on Form S-3 or by each Holder; provided, however, that if the number of shares of Registrable Securities to be included in such underwriting shall be reduced, no Registrable Securities of the Holders shall be excluded until all other available form shares to be included in the registration have been excluded. (which may be c) Notwithstanding the foregoing, after a Shelf request to effect a Registration Statement if so requested by CBS or its permitted transferees), and shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective or if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 2.1, Parent shall have the right to defer the filing of the Registration Statement under this Section 2.1, or suspend the use of the related prospectus contained in response the Registration Statement, during a Black-Out Period; provided that Parent may not utilize such deferral or suspension right (whether such right arises under this Section 2.1 or Section 2.3) more than twice in any twelve-month period. Parent shall promptly notify the Holders of the expiration of any period during which it exercised its rights under this Section 2.1(c). Parent agrees that, in the event it exercises its rights under this Section 2.1(c), it shall update the suspended registration statement as necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities upon expiration of the Black-Out Period in accordance with applicable law. (d) In addition, Parent shall not be obligated to effect, or to take any Demand by CBSaction to effect, provided any registration pursuant to this Section 2.1: (i) no Demand may be made by CBS until on after Parent has effected two registrations (one at the request of TPG and after December 1, 2007, (iione at the request of WHF) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to 2.1 and such registrations have been requested unless declared effective; provided, however, that if Parent is or becomes ineligible to effect a registration on Form S-3 at a time it is otherwise required to do so under Section 2.3, each of TPG and WHF shall be entitled to request one additional registration each during such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities period pursuant to such registration is interfered with by any stop orderthis Section 2.1; and provided further, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80that if less than 90% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant that TPG or WHF, as applicable, requested (in the capacity as Initiating Holder) to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that include in any such rights shall be subject to the priority of CBS’s rights registration under this Section 1.22.1 are so included, then TPG or WHF, as applicable, will have the right to request one or more additional registrations until at least 90% of its requested shares are so included in a registration; or (ii) during the period starting with the date sixty days prior to Parent’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a registration subject to Section 2.2.

Demand Registration. If at any time on or after December 1, 2007, the Company receives from CBS or its permitted transferees a written request to register shares Holders of more than 50% of Registrable Securities (under this Agreement request that the Company file a “Demand”)registration statement on Form S-3, the Company shall (i) promptly give to each Holder written notice thereof, and (ii) use reasonable best efforts to effect a registration to permit the sale of the Registrable Securities by the Holders making the request, as well as all the Registrable Securities specified in a written request or requests, made within fifteen (15) days after receipt of such written notice from the Company, by any other Holder. (a) as soon as practicable, but in no event more than 30 days after receipt of such request, prepare and file (and use reasonable efforts to have declared effective by the SEC), a Registration Statement under the 1933 Act covering the shares so requested to be registered registration statement on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), relating to resale of all of the shares of the Registrable Securities and shall use its best reasonable efforts to cause such registration statement to remain continuously effective for a period which will terminate when all Registrable Securities covered by such registration statement, as expeditiously amended from time to time, have been sold or when the Registrable Securities by the Shareholders Representative and the Holders of Registrable Securities represented may be sold without restriction under Rule 144(k) under the Securities Act; (b) prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep such registration statement effective for the period specified in Section 1.2(a) and to comply with the provisions of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") with respect to the distribution of all Registrable Securities; (c) notify each Holder promptly and confirm such notice in writing (i) when the registration statement or any post-effective amendment has become effective, (ii) of any request by the SEC for amendments or supplements to the registration statement or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose, and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (d) use reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement at the earliest possible such Registration Statement moment; (e) furnish to become each Holder, without charge, at least one copy of the registration statement and any post-effective amendment thereto, including financial statements and schedules, and upon an Holder's request, all documents incorporated therein by reference and all exhibits thereto (including those incorporated by reference); (f) cause all Registrable Securities covered by the registration statement to be listed on each securities exchange or market on which similar securities issued by the Company are then listed, and if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall securities are not so listed to use its reasonable best efforts promptly to cause the Registration Statement all such securities to be filed pursuant listed on either the New York Stock Exchange, the American Stock Exchange or the Nasdaq Stock Market; (g) use reasonable efforts to an Automatic Shelf Registration Statement; provided that in no event shall qualify or register the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007Registrable Securities for sale under (or obtain exemptions from the application of) the Blue Sky laws of such jurisdictions as are applicable. The Company shall not be required to register qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction where it is not presently qualified or where it would be subject to general service of process or taxation as a foreign corporation in any jurisdiction where it is not now so subject; (h) otherwise use reasonable efforts to comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and (i) expenses incurred in connection with a registration requested pursuant to this Section 1.2 shall be borne by the Company, including all registration, filing, qualification, printers' and accounting fees and attorney's fees for one counsel to the selling Holders, but excluding any underwriters' discounts or commissions (such discounts or commissions, if any, to be borne pro rata by the Holders participating in response the registration); provided, that the Company shall not be obligated to take any Demand by CBSaction to effect any such registration, provided qualification or compliance pursuant to this section 1.2 (i) no Demand may be made by CBS until on prior to February 8, 2001, and after December 1, 2007, (ii) only unless the average closing price for one Demand may be made by CBS share of the Company's common stock, as quoted on the Nasdaq Stock Market, for the ten (together with all permitted assignees thereof pursuant 10) days prior to Section 1.8) in any calendar year and such demand, exceeds $7.00 (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand subject to adjustment for a Shelf Registration Statementstock splits, stock dividends, combinations or other similar recapitalizations affecting shares of Company common stock). The registration of Registrable Securities under this Section 1.2 ; and, provided further, the Company shall not be deemed obligated to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to effect such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded qualification or compliance pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2section 1.2 more than once.

Demand Registration. If at (a) At any time on after the completion of an Initial Public Offering, any Holder or after December 1, 2007, group of Holders may request in writing (“Demand Registration Request”) that the Company receives from CBS effect the registration of all or its permitted transferees a written request to register shares part of such Holder’s or Holders’ Registrable Securities with the Commission under and in accordance with the provisions of the Securities Act (each, a “DemandDemand Registration”), the . The Company shall prepare and will file a Registration Statement under covering such Holder’s or Holders’ Registrable Securities requested to be registered, and shall use commercially reasonable efforts to cause such Registration Statement to be declared effective, as promptly as practicable and no later than sixty (60) days after it receives such request; provided, however, that the 1933 Act covering Company will not be required to file a Registration Statement pursuant to this Section 4(a): (A) unless (i) the shares so number of Registrable Securities requested to be registered on Form S-3 such Registration Statement equals at least twenty-five percent (25%) of all Registrable Securities at such time or other available form (which ii) the Registrable Securities requested to be sold by the Holders pursuant to such Registration Statement have an anticipated aggregate gross offering price (before deducting underwriting discounts and commissions) of at least $50 million, disregarding any Registrable Securities subject to clause (B) below; (B) with respect to any Registrable Securities requested to be registered that are already covered by an existing and effective Registration Statement and such Registration Statement may be utilized for the offer and sale of such Registrable Securities requested to be registered; (C) during the period starting with the date thirty (30) days prior to a Shelf Registration Statement if so requested by CBS or its permitted transferees)good faith estimate, with the approval of a simple majority of the Board, of the date of filing of, and shall use its best ending on the date ninety (90) days after the Effective Date of, a Company-initiated Registration Statement, provided that the Company is employing commercially reasonable efforts to cause as expeditiously as possible such Registration Statement to become effective or if effective; (D) for a period of up to ninety (90) days after the date of a Demand Notice for registration pursuant to this Section 4 if, at the time of such request (i) the Company is engaged, or has fixed plans with the approval of a Well-Known Seasoned Issuer at simple majority of the Board to engage, within ninety (90) days of the time of receipt such Demand Notice, in a firm commitment underwritten public offering of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that Reorganized PCHI Common Shares in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the which Holders of Registrable Securities may include their Registrable Securities pursuant to Section 7 or (ii) the Company 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; and (E) if a registration statement filed by the Company shall have previously been initially declared effective by the Commission within the one hundred eighty (180) days preceding the date such Demand Registration Request is made or if an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement shall have been previously made within the one hundred eighty (180) days preceding the date such Demand Registration Request. Notwithstanding anything to the contrary in this Section 1.2 in response Agreement, the Company shall not be obligated to effect more than six such Demand Registrations; provided, however that a Demand Registration shall not be considered made for purposes hereof unless the requested Registration Statement has been declared effective by the Commission for more than 75% of the full amount of Registrable Securities for which registration has been requested (subject to any reduction under Section 5(c) hereof). For the avoidance of doubt, the filing of the Initial Shelf Registration Statement shall not consitute a Demand by CBS, provided Registration for any purpose hereunder. (b) A Demand Registration Request shall specify (i) no Demand may be made by CBS until on the then-current name and after December 1, 2007address of such Holder or Holders, (ii) only one Demand may the aggregate number of Registrable Securities requested to be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and registered, (iii) only four the total number of Registrable Securities then beneficially owned by such Holder or Holders, and (4iv) Demands the intended means of distribution. If at the time the Demand Registration Request is made the Company appears, based on public information available to such Holder or Holders, eligible to use Form S-3 for the offer and sale of the Registrable Securities, the Holder or Holders making such request may request that the registration be made by CBS hereunder (which shall include any Demand for in the form of a Shelf Registration StatementStatement (for the avoidance of doubt, the Company shall not be under the obligation to file a Shelf Registration on Form S-3 if, upon the advice of its counsel, it is not eligible to make such a filing). . (c) The Company may satisfy its obligations under Section 4(a) hereof by amending (to the extent permitted by applicable law and the rules and regulations of the Commission) any registration statement previously filed by the Company under the Securities Act and not yet declared effective by the Commission, so that such amended registration statement will permit the disposition (in accordance with the intended methods of disposition specified as aforesaid) of all of the Registrable Securities for which a Demand Registration Request has been properly made under this Section 1.2 shall not 4. If the Company so amends a previously filed registration statement, it will be deemed to have been requested unless effected a registration for purposes of Section 4(a) hereof; provided, however, that the Effective Date of the amended registration statement, as amended pursuant to this Section 4(c), shall be the “the first day of effectiveness” of such registration becomes Registration Statement for purposes of determining the period during which the Registration Statement is required to be maintained effective in accordance with Section 4(e) hereof. (provided that if, within one hundred and twenty d) Within five (1205) days Business Days after it has become effectivereceiving a Demand Registration Request, the offering Company shall give written notice of such request to all other Holders of Registrable Securities pursuant and shall, subject to the provisions of Section 5(c) in the case of an Underwritten Offering, include in such registration is interfered all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after the Company’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested to be registered in the manner so requested. (e) The Company will use commercially reasonable efforts to keep a Registration Statement that has become effective as contemplated by this Section 4 continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the SEC or Commission: (A) in the case of a Registration Statement other governmental agency or courtthan a Shelf Registration Statement, such registration will be deemed not to have become effective unless 80% of such until all Registrable Securities registered thereunder have been sold pursuant to such registrationRegistration Statement, but in no event later than two hundred and seventy (270) days from the Effective Date of such Registration Statement; and (B) in the case of a Shelf Registration Statement, until the earlier of: (x) three (3) years following the Effective Date of such Shelf Registration Statement; and (y) the date that all Registrable Securities covered by such Shelf Registration Statement shall cease to be Registrable Securities; provided, however, that in the event of any stop order, injunction or other similar order or requirement of the Commission relating to any Shelf Registration Statement, if any Registrable Securities covered by such Shelf Registration Statement remain unsold, the period during which such Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect; provided further, however, that if any Shelf Registration Statement was initially declared effective on Form S-3 and, prior to the date determined pursuant to Section 4(e)(B), and if the Company becomes ineligible to use Form S-3, the period during which such Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which the Company did not have an effective Registration Statement covering unsold Registrable Securities initially registered on such Shelf Registration Statement. (f) The Holder or Holders making a Demand Registration Request may, at any time prior to the Effective Date of the Registration Statement relating to such registration, revoke their request for the Company to effect the registration has remained effective of all or part of such Holder’s or Holders’ Registrable Securities by providing a written notice to the Company. If, pursuant to the preceding sentence, the entire Demand Registration Request is revoked, then, at the option of the Holder or Holders who revoke such request, either (i) such Holder or Holders shall reimburse the Company for one hundred all of its reasonable and twenty (120) days without such interference such documented out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement, which out-of-pocket expenses, for the avoidance of doubt, shall not include overhead expenses and which requested registration shall not count as one of the permitted Demand Registration Requests hereunder or (ii) the requested registration that has been revoked will be deemed to have been effected for purposes of Section 4(a) (for the avoidance of doubt, “or” as used in this clause is exclusive). (g) If a Registration Statement filed pursuant to this Section 4 is a Shelf Registration Statement, then upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering, in the manner and subject to the conditions described in Section 5 hereof, provided that (x) (i) the number of securities included in such underwritten “takedown” shall equal at least twenty-five percent (25%) of all Registrable Securities at such time or (ii) the Registrable Securities requested regardless to be sold by the Holders in such “takedown” shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of whether any at least $50 million; or (y) the number of securities included in such “takedown” represent all of the Registrable Securities are ultimately sold pursuant outstanding at the time of such “takedown.” (h) A Demand Registration may also be in the form of an Underwritten Offering, in the manner and subject to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this the conditions described in Section 1.25 hereof, provided that any (x) (i) the number of securities included in such rights underwritten Demand Registration shall equal at least twenty-five percent (25%) of all Registrable Securities at such time and (ii) the Registrable Securities requested to be subject to sold by the priority Holders in such underwritten Demand Registration shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of CBS’s rights under this Section 1.2at least 50 million; or (y) the number of securities included in such underwritten Demand Registration represent all of the Registrable Securities outstanding at the time of such underwritten Demand Registration.

Demand Registration. If the Holder shall make a demand of U-Ship in writing at any time on or after December 1, 2007, the Company receives from CBS or its permitted transferees a written request first anniversary of the Closing Date that he desires U-Ship to register shares all or any portion of his Registrable Securities (a “Demand”)for resale, the Company U-Ship shall use reasonable efforts to prepare and file one registration statement on Form S-3 (the "Registration Statement") under the Act covering the resale by such Holder of its Registrable Securities pursuant to Rule 415 under the Act from time to time in transactions not involving any underwritten public offering and use reasonable efforts (i) to cause such Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and (ii) to keep the Registration Statement continuously effective until the earliest of (x) the date on which such Holder no longer holds any Registrable Securities registered under the Registration Statement or (y) the third anniversary of the Closing Date, or such lesser time as may be permitted under Rule 144 under the Act (or any successor rule thereto) to enable Holder to sell any of the Registrable Securities under the Act. U-Ship shall not be required to cause a Registration Statement under requested pursuant to this Section 6.2 to become effective prior to 180 days following the 1933 Act covering effective date of a registration statement for a publicly underwritten offering of U-Ship Common Stock initiated by U-Ship if any managing underwriter named in such registration statement for the shares so requested to be registered publicly underwritten offering has advised U-Ship in writing that the registration or sale of additional securities by stockholders (including its officer and directors) of U-Ship within such 90-day period would have a material adverse effect on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees)the likelihood of success of such underwritten offering; provided, and however, that U-Ship shall use its best efforts to cause as expeditiously as possible achieve such Registration Statement to become effective or effectiveness promptly following such 180-day period if the Company is a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Registration Statement to be filed request pursuant to an Automatic Shelf Registration Statement; provided that in no event this Section 6.2 has been made prior to the expiration of such 180-day period. Notwithstanding the foregoing, U-Ship shall the Company not be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the Registrable Securities if the same may at the time of, or within 30 days following the receipt of such demand, be sold under 144 under the Act. U-Ship may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if U-Ship has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and U-Ship determines reasonably and in good faith that such disclosure would have a material adverse effect on U-Ship; provided, however, that U-Ship shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by U-Ship with the Commission and all directors of U-Ship are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Act and the Exchange Act. The disclosure to any Holder of any material transaction, or of the existence thereof, pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration preceding sentence shall be deemed to have been requested regardless held in confidence by Holder until U-Ship or a third party not under the control of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2Holder has made a public disclosure thereof.

Demand Registration. If at (a) At any time on or after December 1the date of the Initial Public Offering, 2007upon the written request (a “Demand Request”) of any member of the Prides Group or their respective Permitted Transferees (a “Demand Holder”) requesting that the Company effect the registration under the Securities Act of all or part of such Demand Holder’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company receives from CBS or its permitted transferees a will promptly give written request notice of such Demand Request to register shares the other holders of Registrable Securities and thereupon will, as expeditiously as possible, file a registration statement to effect the registration under the Securities Act of: (a “Demand”i) such Registrable Securities which the Company has been so requested to register by the Demand Holder; and (ii) the Registrable Securities of other holders of Registrable Securities which the Company has been requested to register by written request given to the Company within fifteen (15) days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such securities); all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities. (b) Notwithstanding Section 5.1(a) above, the Company shall prepare and not be obligated to file a Registration Statement registration statement relating to any registration request under Section 5.1(a): (i) within a period of one hundred eighty (180) days (or such lesser period as the 1933 Act covering managing underwriters in an underwritten offering may permit) after the shares so requested effective date of any other registration statement relating to any registration request under this Section 5.1(a) or relating to any registration effected under Section 5.2; (ii) if with respect thereto the managing underwriter, the SEC, the Securities Act, or the form on which the registration statement is to be registered on Form S-3 or filed, would require the conduct of an audit other available form (than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), delayed until the completion of such audit (and the Company shall use its reasonable best efforts to cause as such audit to be completed expeditiously as possible such Registration Statement to become effective or and without unreasonable delay); (iii) if the Company is a Wellin possession of material non-Known Seasoned Issuer at time public information and the Board determines in good faith that disclosure of receipt such information would not be in the best interests of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company and its shareholders, in which case the filing of the registration statement may be obligated delayed until the earlier of the second Business Day after such conditions shall have ceased to file an Automatic Shelf Registration Statement prior to December 31exist and the ninetieth (90th)day after receipt by the Company of the Demand Request from the Demand Holder, 2007. The Company shall be required as the case may be, to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 5.1(a); provided, that such right to delay such request shall be exercised by the Company not be deemed more than once in any twelve (12) month period and the Company shall use its reasonable efforts to have been requested unless such terminate the delay period as promptly as practicable; or (iv) if the Company is entitled to use a registration becomes effective statement on Form S-3 (provided that if, within one hundred and twenty or any successor form to Form S-3) or any similar short-form registration statement to register shares in a public offering of securities. (120c) days after it has become effective, the offering The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.25.1; provided, provided however, that for the avoidance of doubt, each of the Stockholders shall bear its pro rata portion of any discounts and commissions with respect to shares of Registrable Securities sold by it in connection therewith. (d) If a requested registration pursuant to this Section 5.1 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of Registrable Securities requested to be included in such rights registration exceeds the number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering, then the Company will include in such registration such number of Registrable Securities requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, which number shall be subject allocated (i) first, 100% to the priority number of CBS’s rights under this Section 1.2Registrable Securities requested to be registered by the Prides Group and (ii) second, pro rata among the Company and all other requesting holders of Registrable Securities based on the relative number of Registrable Securities then held by each such requesting holder of Registrable Securities, and in the case of the Company, the number of securities it proposes to sell for its own account.

Demand Registration. If On one occasion at any time on or after December 1during the Exercise Period, 2007upon the demand of the Registered Holder, the Company receives from CBS or its permitted transferees shall, as soon as practicable thereafter but in no event later than 45 days following such demand, file a written request to register shares registration statement covering such amount of Registrable Securities the Warrant Stock as the Registered Holder requests (a “Demand”)"Sprint Registration Statement") and, after such filing, the Company shall prepare and file a Registration Statement under the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), and shall use its best reasonable efforts to cause as expeditiously as possible such Sprint Registration Statement to become effective and to maintain the effectiveness thereof for a period of one (1) year, or until such earlier date as such Warrant Stock may be transferred without registration under the Act; provided that (i) the effectiveness of the Sprint Registration Statement may be terminated earlier if and to the extent that all of the Warrant Stock shall have been disposed of by the holder or holders thereof and (ii) the Company's obligation under this Section 6(b) to file a Sprint Registration Statement as soon as practicable and to use reasonable efforts to cause such Sprint Registration Statement to become effective shall be suspended in the event and during such period as certain circumstances exist (such circumstances being hereinafter referred to as a "Suspension Event") which would make it impractical or inadvisable in the Company's good faith opinion to file a Sprint Registration Statement, but such suspension shall only continue until (y) such event is no longer continuing or (z) ninety (90) days after the commencement of such suspension, whichever is earlier. A Suspension Event shall include, but shall not be limited to, (1) an underwritten primary offering by the Company if the Company is advised in writing by the managing underwriter of such underwritten offering that, in its good faith judgment, the sale of securities under a Well-Known Seasoned Issuer at time of receipt of a Demand, Company shall cause the Sprint Registration Statement would interfere with the successful marketing of the securities to be filed pursuant to an Automatic Shelf Registration Statementoffered under such primary offering; provided that in no event shall (2) pending negotiations relating to, or existence of any other event, fact or circumstance which would require disclosure by the Company be obligated to file an Automatic Shelf in the Sprint Registration Statement prior of information regarding the Company or its business, business plans, financial condition or results of operations which has not previously been disclosed by the Company in a report filed under the Securities Exchange Act of 1934, as amended, or by public announcement; or (3) if the holder or holders of Warrant Stock on whose behalf the Sprint Registration Statement is being prepared fails to December 31, 2007. The cooperate with the Company shall be required and to register furnish to the Registrable Securities pursuant to this Section 1.2 Company all information in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together connection with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement preparation of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if Sprint Registration Statement as the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2reasonably request.

Demand Registration. If at Promptly after the Closing Date (and in any event not later than the time on or after December 1of filing any registration statement covering shares issuable upon conversion of the Company's outstanding 10% Senior Convertible Notes under the Note Purchase Agreement dated January 8, 2007, the Company receives from CBS or its permitted transferees a written request to register shares of Registrable Securities (a “Demand”2001), the Company shall Mail.▇▇▇ ▇▇▇ees to prepare and file a Registration Statement under the 1933 Act covering the shares so requested to be registered shelf registration statement on Form S-3 or other available form for an offering to be made on a continuous basis pursuant to Rule 415 (which may be a Shelf the "Registration Statement if so requested by CBS or its permitted transferees), Statement") covering all of the Registrable Securities and shall to use its best reasonable commercial efforts to cause as expeditiously as possible such the Registration Statement to become effective as soon as practicable thereafter (the "DEMAND REGISTRATION"); provided, however, (1) Mail.▇▇▇ ▇▇▇ delay the filing or if the Company is a Well-Known Seasoned Issuer at time effectiveness of receipt of a Demand, Company shall cause the Registration Statement under the Act as required by this SECTION 2.01, or any sales thereunder, for a period of up to sixty (60) days if Mail.▇▇▇ ▇▇ currently engaged in negotiating a material financing or acquisition or disposition or other material corporate transaction and the Board of Directors of Mail.▇▇▇ ▇▇▇ermines in good faith that such Demand Registration would be filed pursuant materially adverse to an Automatic Shelf Registration Statementthe interests of Mail.▇▇▇ ▇▇ connection with such financing, acquisition, disposition or other transaction; provided provided, however, that Mail.▇▇▇ ▇▇▇ not exercise this right more than twice in any twelve (12) month period and (2) in no event shall the Company be obligated Mail.▇▇▇ ▇▇ required to file an Automatic Shelf Registration Statement prior to December 31more than one registration statement; provided, 2007. The Company shall be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand by CBShowever, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it a Demand Registration has become effective, the offering of Registrable Securities pursuant to such registration thereto is interfered with suspended, blocked by any stop order, injunction or other order or requirement of the SEC or other any governmental agency or court, or withdrawn, such registration Demand Registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded effected pursuant to this Section 1.22.01. If the Registration Statement in connection with a Demand Registration shall not become effective on or before 120 days after the Closing Date, provided that any then Mail.▇▇▇ ▇▇▇ll pay to each such rights shall be subject holder an amount equal to 1% per month (2% per month if the priority Registration Statement has not become effective initially on or before 240 days after the Closing Date) of CBS’s rights under this Section 1.2the principal amount of the Exchange Notes held by such holder (pro rated for partial months) from such 120th day or 240th day, as applicable, until the earlier of the date on which the Registration Statement becomes effective and the second anniversary of the issuance of the Exchange Notes.

Demand Registration. If at Subject to the limitations contained in Section 5 herein: a. At any time, and from time to time, on or after December 1the eight (8) month anniversary date of the date of execution of this Agreement, 2007and until otherwise terminated pursuant to this Agreement, Couphar shall have the Company receives from CBS or its permitted transferees right to make a written request to register the Company (specifying that it is being made pursuant to this Section 3) that the Company file a registration statement under the Securities Act covering the registration of Registrable Stock; provided, however, that: i. The distribution of the Registerable Stock covered by such request shall be effected pursuant to Rule 415 under the Securities Act (i.e., a shelf registration), unless the distribution is effected by means of an underwritten offering in accordance with, and subject to the limitations of, Section 3(b) herein in which case the registration may be, at Couphar's reasonable election, effected pursuant to Rule 415 but is not to required to be so effected; ii. If the distribution of the Registrable Stock covered by such request is to be effected pursuant to Rule 415 under the Securities Act, then the total number of shares of Registrable Stock covered by such request shall not exceed an amount that Couphar, at the time that the registration statement becomes effective, reasonably expects to offer and sell within two (2) years from the initial effective date of the registration; iii. The distribution of the Registrable Stock covered by such request shall not be effected by means of an underwritten offering, except as otherwise provided in Section 3(b) herein; and iv. If both (A) ▇▇▇▇▇▇▇▇ is an Affiliate of the Company at the time that the registration statement becomes effective, and (B) the distribution of the Registrable Stock covered by such request is not being effected by means of an underwritten offering, then the distribution of the Registrable Stock covered by such request shall comply with the volume limitations of Rule 144(e) under the Securities (a “Demand”)Act. Upon receipt of such request, the Company shall prepare and file a Registration Statement under the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), and shall use its best efforts to cause as expeditiously as possible to be registered under the Securities Act, within sixty (60) days after the Company has received such Registration Statement request, all Registrable Stock that Couphar has requested to become effective or if be registered, subject to the above-described limitations. b. In the event that ▇▇▇▇▇▇▇▇ were to cease to be an Affiliate of the Company, Couphar shall thereafter have the right to have the Registrable Stock covered by a request described in Section 3(a) herein distributed by means of an underwritten offering; provided, however, that the Company is required to effect no more than one (1) registration by means of an underwritten offering. If pursuant thereto Couphar intends to so distribute the Registrable Stock covered by such a Well-Known Seasoned Issuer at time request by means of receipt an underwritten offering, it shall so advise the Company as a part of the request pursuant to Section 3(a) herein. In such event, a DemandPermitted Transferee's right to include its Registrable Stock in such registration shall be conditioned upon such Permitted Transferee's participation in such underwritten offering and the inclusion of its Registrable Stock in the underwritten offering to the extent provided in this Section 3. Furthermore, in such event, Couphar shall enter into an underwriting agreement in customary form with the Permitted Underwriter. Such Permitted Underwriter shall be selected by Couphar and shall be subject to the written approval of the Company, which approval shall not be unreasonably withheld; provided, however, that all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Permitted Underwriter shall also be made to and for the benefit of Couphar and that any or all of the conditions precedent to the obligations of such Permitted Underwriter under such underwriting agreement shall be conditions precedent to the obligations of Couphar; and provided further that Couphar shall not be required to make any representations or warranties to or agreements with the Company or any Permitted Underwriter other than representations, warranties or agreements regarding Couphar, the Registrable Stock and Couphar's intended method of distribution and any other representation required by law or reasonably required by any Permitted Underwriter. c. Notwithstanding any other provision of this Agreement to the contrary, the Company shall cause the Registration Statement not be required to be filed effect a registration pursuant to an Automatic Shelf Registration Statement; provided that in no event shall this Section 3 during the period starting with the fourteenth (14th) day immediately preceding the date of anticipated filing by the Company of, and ending on a date ninety (90) days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the Company; provided, however, that the Company shall actively employ in good faith all reasonable efforts to cause such registration statement to become effective; and provided further that the Company's estimate of the date of filing such registration statement shall be made in good faith. d. Except as otherwise provided in this Agreement, the Company shall be obligated to file effect an Automatic Shelf Registration Statement prior unlimited number of registrations pursuant to December 31this Section 3; provided, 2007however, that: i. The Company shall not be required to effect more than one (1) registration statement pursuant to this Section 3 within any twelve (12) month period; ii. The Company shall not be required to register effect more than one (1) registration statement distributing the Registrable Securities Stock by means of an underwritten public offering, as further described in Section 3(b) herein; iii. A registration requested pursuant to this Section 1.2 in response to any Demand by CBS, provided (i) no Demand may be made by CBS until on and after December 1, 2007, (ii) only one Demand may be made by CBS (together with all permitted assignees thereof pursuant to Section 1.8) in any calendar year and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 3 shall not be deemed to have been requested effected by the Company for purposes of Section 3(b) or Section 3(d) herein unless such registration becomes effective (provided that if, within one hundred and twenty (120A) days after it has become effectivebeen declared effective by the Commission, (B) it has remained effective for the period set forth in Section 6(a)(ii) herein, (C) the offering of Registrable Securities Stock pursuant to such registration is interfered with by not subject to any stop order, injunction or other order or requirement of the SEC Commission (other than any such action prompted by any act or other governmental agency or court, such registration will be deemed not to have become effective unless 80% omission of such Registrable Securities have been sold pursuant to such registrationCouphar), and if (D) no limitation of the registration number of shares of Registrable Stock to be underwritten has remained effective for one hundred been required in good faith in writing by the Permitted Underwriter due to marketing factors, provided that in the case of any such limitation, Couphar shall so advise the Company (including the delivery to the Company of said written opinion of the Permitted Underwriter) and twenty (120) days without such interference such registration shall be deemed have the right to have been requested regardless of whether any of the Registrable Securities are ultimately sold Company effect one (1) additional underwritten registration pursuant to such registrationSection 3(b) herein solely with regard to the number of shares of Registrable Stock so limited; and iv. The In the event that the No-Action Letter has been issued, (A) the Company may grant piggyback registration rights with respect shall not be obligated to effect any registration statement demanded further registrations pursuant to this Section 1.2, provided that any such rights shall be subject 3 subsequent to the priority later of CBS’s rights (I) the date of such issuance, or (II) the one (1) year anniversary date of the commencement of Couphar's holding period for the Exchangeable Shares that may be tacked to that of its shares of Common Stock received or to be received upon exchange of the Exchangeable Shares, for purposes of determining the holding period required by Rule 144(d) under the Securities Act; and (B) subsequent to the later of said dates, the Company shall remove from registration (by means of a post-effective amendment or otherwise) any unsold Registrable Stock covered by any then pending registration statement effected pursuant to this Section 1.23.

Demand Registration. If at (a) At any time on or after December 1, 2007following the expiration of the applicable Restricted Period with respect to the Registrable Securities being registered, the Company receives from CBS Stockholder shall have the right, by delivering written notice to Parent (which notice shall specify the number of Registrable Securities requested to be included in such registration and the intended method of distribution thereof), to require Parent to effect the registration under the Securities Act of the resale of all or its permitted transferees a written request to register shares any portion of the Registrable Securities (a “DemandDemand Registration”); provided, however, that the Company Stockholder may not exercise the Demand Registration right more than once in any twelve (12) month period; provided, further, that Parent shall not be obligated to effect a Demand Registration unless the Registrable Securities proposed to be registered have an anticipated aggregate offering price (net of underwriting discounts and commissions) of at least $5,000,000. (b) Upon receipt of a valid request for Demand Registration, Parent shall use commercially reasonable efforts to (i) prepare and file a Registration Statement under the 1933 Act covering the shares so requested Registrable Securities identified in such request as promptly as reasonably practicable (and in any event within sixty (60) days following receipt of such request (or ninety (90) days if Parent is required to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transfereesinclude audited financial statements not yet available)), and shall use its best efforts to (ii) cause as expeditiously as possible such Registration Statement to become be declared effective or if as promptly as reasonably practicable thereafter; provided, however, that Parent shall have the Company is a Well-Known Seasoned Issuer at time right, exercisable by written notice to the Stockholder within ten (10) days of receipt of a Demandrequest for Demand Registration, Company shall cause to defer the filing of a Registration Statement for a period of not more than ninety (90) days from the date of such notice if Parent’s board of directors determines in good faith that such registration would reasonably be expected to materially interfere with, or require premature disclosure of, any pending material financing, acquisition, corporate reorganization or other material corporate development involving Parent; provided, further, that Parent may not exercise this deferral right more than once in any twelve (12) month period. (c) Parent shall not be obligated to effect more than one (1) Demand Registration pursuant to this Section; provided, however, that a Demand Registration shall not be counted for purposes of this Section unless and until the applicable Registration Statement has been declared effective and remains effective for at least thirty (30) consecutive days (unless such effectiveness is terminated at the request of the Stockholder); provided, further, that a Demand Registration shall not be counted if (i) the Stockholder was not able to register and sell at least seventy-five percent (75%) of the Registrable Securities requested to be filed pursuant to an Automatic Shelf Registration Statementincluded in such registration, or (ii) the registration was withdrawn solely as a result of a material adverse change in Parent’s business, assets, operations or financial condition. (d) Parent may include shares for its own account or for the account of other stockholders in any Demand Registration; provided that if the managing underwriter advises in no event writing that the total number of shares requested to be included exceeds the number that can be sold in such offering without adversely affecting the offering price, timing or success of the offering (an “Adverse Effect”), then the shares to be included shall be allocated (i) first, to the Company Registrable Securities requested to be obligated included by the Stockholder initiating such Demand Registration, up to file the maximum number that the managing underwriter advises can be sold without an Automatic Shelf Adverse Effect; (ii) second, to any securities proposed to be included by Parent for its own account; and (iii) third, to any securities proposed to be included by other holders, on a pro rata basis; provided, further, that if the managing underwriter determines that including all of the Stockholder’s requested Registrable Securities would cause an Adverse Effect, the Stockholder may withdraw its Demand Registration Statement prior to December 31request, 2007. The Company which withdrawal shall not count against the Stockholder’s one (1) permitted Demand Registration. (e) Parent shall not be required to register the Registrable Securities pursuant to this Section 1.2 in response to any effect a Demand by CBS, provided Registration (i) no Demand may be made within one hundred and eighty (180) days following the effective date of any other Registration Statement (other than on Form S-8 or Form S-4) or the closing of any underwritten public offering by CBS until on and after December 1, 2007Parent, (ii) only one within ninety (90) days following the effective date of any prior Demand Registration, or (iii) during any period in which Parent is in possession of material non-public information that its board of directors determines in good faith it would be materially harmful to Parent to disclose at such time, for so long as such determination remains in effect (but in no event for more than ninety (90) days following the date of such determination, and Parent may be made by CBS not invoke this clause (together with all permitted assignees thereof pursuant to Section 1.8iii) more than once in any calendar year twelve (12) month period). (f) The Stockholder agrees that, in connection with any underwritten Demand Registration, it shall: (i) enter into customary underwriting arrangements and an underwriting agreement in form and substance reasonably satisfactory to Parent and the managing underwriter; (ii) execute a customary lock-up agreement for a period not to exceed ninety (90) days following the effective date of the applicable Registration Statement (or such shorter period as the managing underwriter may require), which lock-up shall be in the same form as any lock-up executed by ▇▇▇▇▇▇’s directors and executive officers in connection with the same offering; and (iii) only four (4) Demands may be made by CBS hereunder (which shall include not effect any Demand for a Shelf Registration Statement). The registration public sale or distribution of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities other than pursuant to such registration is interfered with by any stop order, injunction or other order or requirement Registration Statement) during the period commencing on the date of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), underwriting agreement and if ending on the registration has remained effective for one hundred and twenty date that is ninety (12090) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the priority of CBS’s rights under this Section 1.2thereafter.

Demand Registration. If Subject to Section 4.4(e), if the Company shall be requested, in writing at any time on or after December 1and from time to time, 2007by the Majority JWC Equity Partners Holders, the Company receives from CBS or its permitted transferees Majority JWC III Holders and/or the Majority Halifax Holders, as the case may be (each, a written request "Requesting Holder"), to register shares effect a registration statement under the Securities Act of Registrable Securities (a “Demand”)Securities, the Company shall prepare promptly (a) give written notice of the proposed registration to all other Stockholders that then hold Registrable Securities and file a Registration Statement under the 1933 Act covering the shares so requested to be registered on Form S-3 or other available form (which may be a Shelf Registration Statement if so requested by CBS or its permitted transferees), and shall b) use its best efforts to effect the registration under the Securities Act of the public offer and sale of the Registrable Securities which the Company has been so requested to register by the Requesting Holder and by other Stockholders that then hold Registrable Securities in a written request received by the Company within 10 Business Days after the giving of the written notice specified in clause (a) above; provided, however, that the Company shall not be obligated to effect any registration under the Securities Act , following the Company's initial Public Offering, at anytime and from time to time, except in accordance with the following provisions: (a) The Company shall not be obligated to use its best efforts to file and cause as expeditiously as possible such Registration Statement to become effective any registration statement during any period in which any other registration statement (other than on Forms S-4, F-4 or 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 within the prior 90 days. (b) The Company may delay the filing or effectiveness of any registration statement requested pursuant to this Section 4.4 for a period of up to 90 days after the date of a request for registration pursuant to this Section 4.4 if at the time of such request (i) the Company is engaged, or has fixed plans to engage within 90 days after the date of such request, in a Well-Known Seasoned Issuer at time firm commitment underwritten public offering of receipt Primary Shares in which the holders of a Demand, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement; provided that in no event shall the Company be obligated to file an Automatic Shelf Registration Statement prior to December 31, 2007. The Company shall be required to register the Registrable Securities may include Registrable Securities pursuant to Section 4.5 or (ii) a Material Transaction exists, provided that the Company may only so delay the filing or effectiveness of any registration statement once per twelve month period pursuant to this Section 1.2 in response 4.4(b). (c) With respect to any Demand by CBSregistration pursuant to this Section 4.4, provided the Company may include in such registration any Primary Shares; provided, however, that, if the managing underwriter advises the Company that the inclusion of all Registrable Securities and Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Securities proposed to be included in such registration, then the number of Registrable Securities and Primary Shares proposed to be included in such registration shall be included in the following order: (i) no Demand may be made first, the Registrable Securities, pro rata based on the number of Registrable Securities held by CBS until on the Requesting Holder and after December 1, 2007, each other Holder seeking to have Registrable Securities included in such registration; and (ii) second, the Primary Shares. (d) If the method of disposition requested by the Requesting Holder pursuant to this Section 4.4 is an underwritten public offering, the Requesting Holder, or its Representative, shall have the right to designate the managing underwriter of such offering, subject to the consent of the Company, which consent shall not be unreasonably withheld. If any Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter prior to the date of pricing such Public Offering. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (e) In the event that a Demand Registration pursuant to this Section 4.4 is requested by the Majority Halifax Holders (the "Halifax Demand Registration"), the following shall apply: (i) the Company is obligated to effect only one (1) Halifax Demand may be made Registration; provided, however, that any registration requested by CBS (together with all permitted assignees thereof the Majority Halifax Holders pursuant to this Section 1.84.4 that does not become effective shall not count as the one (1) in Halifax Demand Registration for purposes of this Section 4.4(e); (ii) the Company is obligated to effect the Halifax Demand Registration only after the Company's initial Public Offering; and (iii) the Majority Halifax Holders shall not be entitled to request the Company to effect, and the Company shall not effect, the Halifax Demand Registration until all Registrable Securities covered by the first Demand Registration requested by the Majority JWC Equity Partners Holders and/or the Majority JWC III Holders (as the case may be) shall have been disposed of. (f) A Requesting Holder may, at any calendar year time prior to the effective time of a registration statement filed hereunder, revoke such request by providing a written notice to the Company revoking such request. (g) The right to request registrations pursuant to this Section 4.4 shall terminate and be of no further force and effect (i) with respect to the Existing JWC Investors, on the date when the Existing JWC Investors beneficially own less than five percent (5%) of the Common Stock Equivalents as of the relevant date; (ii) with respect to the JWC Investors, on the date when the JWC Investors beneficially own less than five percent (5%) of the Common Stock Equivalents as of the relevant date and (iii) only four (4) Demands may be made by CBS hereunder (which shall include any Demand for a Shelf Registration Statement). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred and twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred and twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2the Halifax Holders, provided that any such rights shall be subject to on the priority date when the Halifax Holders beneficially own less than five percent (5%) of CBS’s rights under this Section 1.2the Common Stock Equivalents as of the relevant date.