Common use of Registration on Request Clause in Contracts

Registration on Request. (i) At any time (x) after the third anniversary of the date of the Closing, upon the written request of Shareholders holding in the aggregate 40% of all Registrable Securities then held by Shareholders (assuming for this purpose exercise of all outstanding Warrants) or (y) after an initial public offering, upon the written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to as the “Requesting Holders”), the Requesting Holders may request that the Company either (i) effect the registration under the Securities Act for an underwritten public offering of all or part of the Registrable Securities held by them (the “Single Registration Option”), (ii) effect the registration of all or any of their Registrable Securities by filing a registration statement under the Securities Act (the “Shelf Registration Statement”) which provides for the sale by the Requesting Holders of their Registrable Securities from time to time in underwritten public offerings pursuant to Rule 415 under the Securities Act (the “Shelf Option”), or (iii) permit the sale of Registrable Securities that are already included in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such request, the Company will promptly give written notice to all other holders of Registrable Securities (the “Other Holders”) that a request for registration or for a takedown has been received. For a period of 10 days (or two Business Days in the case of a Takedown Option request) following receipt of such notice, the Other Holders may request that the Company also register their Registrable Securities (or include Registrable Securities in such takedown) and the Company may determine to include its authorized and unissued securities in such registration or takedown. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedown. After the expiration of such 10-day period or two-Business Day period, as the case may be, the Company shall notify all holders of the number of Registrable Securities to be registered or included. Subject to the provisions of this Section 3, in the case of either the Single Registration Option or the Shelf Option, the Company shall use its reasonable best efforts to cause the prompt registration under the Securities Act of (A) the Registrable Securities that the Requesting Holders and the Other Holders have requested the Company to register, and (B) all other securities that the Company has determined to register, and in connection therewith will prepare and file a registration statement under the Securities Act to effect such registration. Such registration statement shall be on such appropriate registration form of the Commission as shall be selected by the Company, and such selection shall be reasonably acceptable to the holders of a majority of the aggregate Registrable Securities to be sold by the Requesting Holders. Subject to the provisions of this Section 3, in the case of a Takedown Option, the Company shall use its reasonable best efforts to cause all Registrable Securities so requested to be included in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding the foregoing, the Company will not be required to file a registration statement or proceed with a takedown in any of the following situations:

Registration on Request. (ia) At any time (x) after the third anniversary of the date of the Closing, upon Upon the written request of Shareholders Investor Stockholders holding in a majority of the aggregate 40% of all Registrable Securities then held by Shareholders (assuming for this purpose exercise of all outstanding Warrants) or (y) after an initial public offeringInvestor Stockholders, upon the written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to as the “Requesting Holders”), the Requesting Holders may request requesting that the Company either (i) effect the registration under the Securities Act for an underwritten public offering of all or part of the Registrable Securities held by them such Investor Stockholders (the “Single Registration Option”"REQUESTING STOCKHOLDERS") and specifying the intended method or methods of disposition of such Registrable Securities, the Company will thereupon use its commercially reasonable best efforts to effect, at the earliest possible date, the registration, under the Securities Act, subject to Section 2(e), of the Registrable Securities which the Company has been so requested to register by such Requesting Stockholders, for disposition as stated in such request, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be so registered, PROVIDED that (A) if the Company shall have previously effected a registration of which notice has been given to all Investor Stockholders holding Registrable Securities pursuant to Section 3, in which all Investor Stockholders wishing to do so were permitted to sell all Registrable Securities they desired to sell, the Company shall not be required to effect a registration pursuant to this Section 2 until a period of 120 days shall have elapsed from the effective date of the most recent such previous registration, (B) the Company shall not be obligated to effect more than two (2) such registrations requested by the Investor Stockholders pursuant to this Section 2(a) (with the exception of S-3 registrations described in Section 2(b) herein), and (C) each such request must include Registrable Securities having an offering price of at least $2,000,000 in the aggregate. Each registration requested pursuant to this Section 2 shall be (i) effected by the filing of a registration statement on Form S-1 or Form S-3 (or any other form which the Company is qualified to use), and (ii) effect if the registration of all or any of their Registrable Securities by filing a registration statement under the Securities Act (the “Shelf Registration Statement”) which provides for the sale Company is qualified and if agreed to in writing by the Requesting Holders of their Registrable Securities from time to time in underwritten public offerings Stockholders, filed pursuant to Rule 415 under the Securities Act (the “Shelf Option”or equivalent rule then in effect), or (iii) permit the sale of Registrable Securities that are already included in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such request, the Company will promptly give written notice to all other holders of Registrable Securities (the “Other Holders”) that a request for registration or for a takedown has been received. For a period of 10 days (or two Business Days in the case of a Takedown Option request) following receipt of such notice, the Other Holders may request that the Company also register their Registrable Securities (or include Registrable Securities in such takedown) and the Company may determine to include its authorized and unissued securities in such registration or takedown. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedown. After the expiration of such 10-day period or two-Business Day period, as the case may be, the Company shall notify all holders of the number of Registrable Securities to be registered or included. Subject to the provisions of this Section 3, in the case of either the Single Registration Option or the Shelf Option, the Company shall use its reasonable best efforts to cause the prompt registration under the Securities Act of (A) the Registrable Securities that the Requesting Holders and the Other Holders have requested the Company to register, and (B) all other securities that the Company has determined to register, and in connection therewith will prepare and file a registration statement under the Securities Act to effect such registration. Such registration statement shall be on such appropriate registration form of the Commission as shall be selected by the Company, and such selection shall be reasonably acceptable to the holders of a majority of the aggregate Registrable Securities to be sold by the Requesting Holders. Subject to the provisions of this Section 3, in the case of a Takedown Option, the Company shall use its reasonable best efforts to cause all Registrable Securities so requested to be included in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding the foregoing, the Company will not be required to file a registration statement or proceed with a takedown in any of the following situations:.

Registration on Request. (a) If, at any time when the Company is entitled to file a registration statement on a Form S-3 Registration Statement, the holders of Registrable Stock propose to dispose of at least 10% of the shares of Registrable Stock pursuant to a Form S-3 Registration Statement, then such holders may request the Company in writing to effect such registration. The Company agrees that it will, as soon as practicable after receipt of such notice, use its best efforts to effect such registration (and keep the same effective for 120 days) and use its best efforts to effect such qualification and compliance as would permit or facilitate the distribution of such Registrable Stock in New York and California. The Company shall not be obligated to effect any registration, qualification and/or compliance pursuant to this Section 19.1, (i) At any time more than ten times; (xii) after which would become effective within 180 days following the third anniversary of the effective date of the Closing, upon the written request of Shareholders holding in the aggregate 40% of all Registrable Securities then held a registration statement (other than a registration statement filed on Form S-8) filed by Shareholders (assuming for this purpose exercise of all outstanding Warrants) or (y) after an initial public offering, upon the written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to as the “Requesting Holders”), the Requesting Holders may request that the Company either (i) effect with the registration under the Securities Act for Commission pertaining to an underwritten public offering of all or part securities for cash for the account of the Registrable Securities held by them (the “Single Registration Option”), (ii) effect the registration of all Company or any of their Registrable Securities by filing a registration statement under the Securities Act (the “Shelf Registration Statement”) which provides for the sale by the Requesting Holders of their Registrable Securities from time to time in underwritten public offerings pursuant to Rule 415 under the Securities Act (the “Shelf Option”), its other shareholders; or (iii) permit if, in the sale good faith judgment of Registrable Securities that are already included in an effective Shelf Registration Statement pursuant the Board of Directors of the Company, it would be seriously detrimental to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such request, the Company will promptly give written notice to all other holders of Registrable Securities (the “Other Holders”) that a request and its shareholders for registration or for a takedown has been received. For a period of 10 days (or two Business Days in the case of a Takedown Option request) following receipt of such notice, the Other Holders may request that the Company also register their Registrable Securities (or include Registrable Securities in such takedown) and the Company may determine to include its authorized and unissued securities in such registration or takedown. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedown. After to be filed and it is therefore essential to defer the expiration filing of such 10-day period or two-Business Day period, as the case may beregistration statement; provided, the Company shall notify all holders have the right to defer taking action with respect to such filing for a period of not more than 90 days. "Registrable Stock" means (x) the Common Stock issued upon the exercise of this Warrant and the other Warrants resulting from an assignment this Warrant, (y) any Common Stock received upon exercise of a right of first refusal granted pursuant to Section 12 of this Warrant and the other Warrants resulting from an assignment this Warrant and (z) any other securities issued upon exercise of this Warrant or after exercise of a right of first refusal if securities of the number same class have been registered by the Company. Each share of Registrable Securities Stock shall continue to be registered or included. Subject to the provisions of this Section 3, Registrable Stock in the case hands of either each subsequent holder thereof; provided, that each share of Registrable Stock shall cease to be Registrable Stock when transferred to any person pursuant to a registered public offering or pursuant to Rule 144 promulgated by the Single Registration Option or the Shelf Option, the Company shall use its reasonable best efforts to cause the prompt registration Commission under the Securities Act of (A) the Registrable Securities that the Requesting Holders and the Other Holders have requested the Company to register, and (B) all other securities that the Company has determined to register, and in connection therewith will prepare and file a registration statement under the Securities Act to effect such registration. Such registration statement shall be on such appropriate registration form of the Commission as shall be selected by the Company, and such selection shall be reasonably acceptable to the holders of a majority of the aggregate Registrable Securities to be sold by the Requesting Holders. Subject to the provisions of this Section 3, in the case of a Takedown Option, the Company shall use its reasonable best efforts to cause all Registrable Securities so requested to be included in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding the foregoing, the Company will not be required to file a registration statement or proceed with a takedown in any of the following situations:Act.

Registration on Request. In addition, Executive's Shares may be registered on not more than two (2) separate occasions, in such amounts as may be requested, in the following circumstances: (i) At any time (x) after within one year following the third anniversary death or the commencement of the date disability of the Closing, upon the written request of Shareholders holding in the aggregate 40% of all Registrable Securities then held by Shareholders (assuming for this purpose exercise of all outstanding Warrants) Executive or (y) after an initial public offering, upon the written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to as the “Requesting Holders”), the Requesting Holders may request that the Company either (i) effect the registration under the Securities Act for an underwritten public offering of all or part of the Registrable Securities held by them (the “Single Registration Option”), (ii) effect the registration of all or at any of their Registrable Securities by filing a registration statement under the Securities Act (the “Shelf Registration Statement”) which provides for the sale by the Requesting Holders of their Registrable Securities from time to time in underwritten public offerings pursuant to Rule 415 under the Securities Act (the “Shelf Option”), or (iii) permit the sale of Registrable Securities that are already included in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such request, the Company will promptly give written notice to all other holders of Registrable Securities (the “Other Holders”) that a request for registration or reasonable amount and for a takedown has been received. For a period of 10 days (or two Business Days in bona fide business purpose with the case of a Takedown Option request) following receipt of such notice, the Other Holders may request that the Company also register their Registrable Securities (or include Registrable Securities in such takedown) and the Company may determine to include its authorized and unissued securities in such registration or takedown. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedown. After the expiration of such 10-day period or two-Business Day period, as the case may be, the Company shall notify all holders of the number of Registrable Securities to be registered or included. Subject to the provisions of this Section 3, in the case of either the Single Registration Option or the Shelf Option, the Company shall use its reasonable best efforts to cause the prompt registration under the Securities Act of (A) the Registrable Securities that the Requesting Holders and the Other Holders have requested the Company to register, and (B) all other securities that the Company has determined to register, and in connection therewith will prepare and file a registration statement under the Securities Act to effect such registration. Such registration statement shall be on such appropriate registration form of the Commission as shall be selected by the Company, and such selection shall be reasonably acceptable to the holders approval of a majority of the aggregate Registrable Securities independent, outside members of the board of directors of Employer. Within thirty (30) days after the receipt of a request for such registration by Executive's estate or personal representative pursuant to be sold phrase (i) of the preceding sentence or the approval by the Requesting Holders. Subject independent outside directors pursuant to phrase (ii) of the provisions preceding sentence, Employer will commence the process of this Section 3, in preparing for filing a Registration Statement covering the case of a Takedown Option, the Company shall Shares and use its reasonable best efforts to cause such Registration Statement to become effective. Employer and Executive shall use commercially reasonable efforts to obtain an underwriter to firmly underwrite any such offering; in the event that no underwriter reasonably acceptable to Employer is willing to make a firm commitment, Employer shall have no obligation to file the Registration Statement. Employer may delay for up to ninety (90) days the filing of such a Registration Statement if the board of directors of Employer in good faith and for a bona fide corporate purpose determines that a filing at a requested time would be adverse to Employer's interests. Employer shall not be obligated to file any such Registration Statement at any time during which it is impossible or impracticable to include the required financial statements. Employer and Executive shall provide all Registrable Securities so requested to be included information required for inclusion in such underwritten public offering Registration Statement and any underwriting agreement entered into in connection therewith shall prepare contain the customary representations, warranties, indemnification, and file any prospectus supplement reasonably necessary contribution provisions. All expenses of such registration shall be allocated pro rata according to effectuate a takedown. Notwithstanding the foregoing, the Company will not be required to file a registration statement or proceed with a takedown in any total number of the following situations:Shares included therein.

Registration on Request. In the event that the Company consummates an underwritten public offering of its Class B Common Stock, registered under the Securities Act of 1933, as amended (ithe “Registered Offering”) At on or after the issuance date of this Warrant,, then: Subject to Section (A)0, at any time after six (x6) after months following the third anniversary Company’s consummation of the date of the Closingsuch Registered Offering, upon the written request of Shareholders holding in the aggregate 40% Holder of all the outstanding Registrable Securities then held by Shareholders (assuming for this purpose exercise of all outstanding Warrants) or (y) after an initial public offering, upon the written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to as the “Requesting HoldersInitiating Holder”), the Requesting Holders may request requesting that the Company either (i) effect the registration under the Securities Act for an underwritten public offering of the resale of all or part of the such Initiating Holder’s Registrable Securities held by them (and specifying the “Single Registration Option”), (ii) effect the registration intended method of all or any of their Registrable Securities by filing a registration statement under the Securities Act (the “Shelf Registration Statement”) which provides for the sale by the Requesting Holders of their Registrable Securities from time to time in underwritten public offerings pursuant to Rule 415 under the Securities Act (the “Shelf Option”), or (iii) permit the sale of Registrable Securities that are already included in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such requestdisposition thereof, the Company will promptly give written notice of such requested registration to all other holders of Registrable Securities (Securities, who shall have the “Other Holders”) that a request for registration or for a takedown has been received. For a period of 10 days (or two Business Days in the case of a Takedown Option request) following receipt of such notice, the Other Holders may right to request that the Company also register their Registrable Securities be included in the registration statement requested pursuant to this Section (or include Registrable Securities in such takedownA) and upon written notice to the Company may determine to include its authorized and unissued securities in such registration or takedownmade within twenty (20) days after receipt of the Company’s written notice. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedown. After the expiration of such 10-day period or two-Business Day period, as the case may be, Thereupon the Company shall notify all holders of the number of Registrable Securities to be registered or included. Subject to the provisions of this Section 3, in the case of either the Single Registration Option or the Shelf Option, the Company shall will use its reasonable best efforts to cause effect the prompt registration for resale under the Securities Act of the Registrable Securities which the Company has been so requested to register in accordance with the intended method of disposition stated in the Initiating Holder’s request; all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid), of the Registrable Securities to be so registered, which shall be paid for by the Company in accordance with Section (A)0. Registrations under this Section (A) the Registrable Securities that the Requesting Holders and the Other Holders have requested the Company to register, and (B) all other securities that the Company has determined to register, and in connection therewith will prepare and file a registration statement under the Securities Act to effect such registration. Such registration statement shall be on Form S-3 or such appropriate registration form of the Commission (i) as shall be selected by the Company and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the Initiating Holder’s request for such registration. The Company shall not be required to register the Registrable Securities on a Form S-1. The Company agrees to include in any such registration statement all information which the holders of Registrable Securities being registered shall reasonably request. The Initiating Holder will be entitled to request one registration pursuant to this Section (A) for which the Company will pay all Registration Expenses. A registration requested pursuant to this Section (A) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective and the disposition contemplated thereby closes; provided, that a registration which does not become effective after being filed by the Company pursuant to this Section (A) solely by reason of the refusal to proceed by the Initiating Holder (other than a refusal to proceed based upon the advice of counsel relating to a matter with respect to the Company, and such selection ) shall be reasonably acceptable deemed to have been effected by the Company at the request of the Initiating Holder unless the Initiating Holder shall have elected to pay all Registration Expenses in connection with such registration, or (ii) if, after it has become effective, such registration is subject to a stop order, injunction or other order of the Commission or other governmental agency or court suspending the effectiveness of such registration statement for any reason, other than by reason of misstatements or omissions made or not made in the registration statement in reliance upon and in conformity with written information furnished to the Company by the Holder of Registrable Securities specifically for use in the preparation of such registration statement. Except as provided in Section 5.1 (c)(i) above, whether or not the registration becomes effective and the related disposition contemplated thereby closes, the Company will pay all Registration Expenses in connection with any registration so initiated. The Company may suspend any registration requested pursuant to this Section (A) one time per registration for a single period of up to ninety (90) days upon notice to the holders of a majority of the aggregate Registrable Securities whose securities are covered by a registration statement pursuant to be sold by the Requesting Holders. Subject to the provisions of this Section 3(A) that, in the case good faith determination of a Takedown Optionthe Board of Directors of the Company, the registration and sale at such time of the Registrable Securities requested to be so registered would not be in the best interests of the Company, provided that notwithstanding such suspension, the Company shall use its reasonable best efforts continue to cause all Registrable Securities so requested to be included in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding diligently process the foregoing, the Company will not be required to file a registration statement or proceed with a takedown in any preparation of the following situations:documentation required for such registration.

Registration on Request. (i) At any time (x) after the third anniversary of the date of the Closing, upon the written request of Shareholders holding in the aggregate 40% of all Registrable Securities then held by Shareholders (assuming for this purpose exercise of all outstanding Warrants) or (y) after an initial public offering, upon the written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to as the “Requesting Holders”), the Requesting Holders may request that the Company either (i) Holdings shall effect the registration under the Securities Act for an underwritten public offering of all or part of the Registrable Securities held by them the Requesting Holders (defined below) upon the “Single Registration Option”), request of (iix) effect Shareholders holding in the registration aggregate a majority of all outstanding Registrable Securities, provided that such request shall be for not less than 10% of outstanding Registrable Securities or (y) PMI or any of their Registrable Securities by filing a registration statement under its Affiliates (such Shareholders referenced in (x) and (y) above being referred to as the Securities Act (the “Shelf Registration Statement”) which provides for the sale by the "Requesting Holders of their Registrable Securities from time to time in underwritten public offerings pursuant to Rule 415 under the Securities Act (the “Shelf Option”Holders"), or (iii) permit the sale of Registrable Securities that are already included in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such request, the Company Holdings will promptly give written notice to all other holders of Registrable Securities (the “"Other Holders”") that a request for registration or for a takedown has been received. For a period of 10 15 calendar days (or two Business Days in the case of a Takedown Option request) following receipt delivery of such notice, the Other Holders may request that the Company Holdings also register their Registrable Securities (or include Registrable Securities in such takedown) and the Company Holdings may determine to include register its authorized and unissued securities in such registration or takedown. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedownsecurities. After the expiration of such 10-15 calendar day period or two-Business Day period, as the case may be, the Company Holdings shall notify all holders of the number of Registrable Securities to be registered or includedregistered. Subject to the provisions of this Section 32, in the case of either the Single Registration Option or the Shelf Option, the Company shall Holdings will use its reasonable best efforts to cause the prompt registration under the Securities Act of (A) the Registrable Securities that the Requesting Holders and the Other Holders have requested the Company Holdings to register, and (B) all other securities that the Company Holdings has determined to registerregister or that Holdings has been requested to register by the Other Holders, and in connection therewith therewith, subject to Section 2(a)(iii), will prepare and file on such appropriate form as Holdings in its reasonable discretion shall determine a registration statement under the Securities Act to effect such registration. Such registration statement shall be on such appropriate registration form of the Commission as shall be selected by the Company, and such selection shall be reasonably acceptable to the holders of a majority of the aggregate Registrable Securities to be sold by the Requesting Holders. Subject to the provisions of this Section 3, in the case of a Takedown Option, the Company shall use its reasonable best efforts to cause all Registrable Securities so requested to be included in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding the foregoing, the Company Holdings will not be required to effect the registration or file a registration statement or proceed with a takedown in any of the following situations:

Registration on Request. (ia) At any time (x) after the third anniversary of the date of the Closing, upon Upon the written request of Shareholders holding in the aggregate 40% of all Registrable Securities then held by Shareholders (assuming for this purpose exercise of all outstanding Warrants) or (y) after an initial public offeringVendor, upon the written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to as the “Requesting Holders”), the Requesting Holders may request requesting that the Company either (i) Purchaser effect the registration under the U.S. Securities Act for an underwritten public offering of all or part of the Registrable Securities held by them the Vendor and specifying the intended method or methods of disposition of such Registrable Securities, the Purchaser will in the manner contemplated by Section 4 use its best efforts to effect, at the earliest possible date, the registration, under the U.S. Securities Act of the Registrable Securities which the Purchaser has been so requested to register by the Vendor, for disposition as stated in such request, to the extent required to permit the disposition (in accordance with the “Single Registration Option”intended methods thereof as aforesaid) of the Registrable Securities to be so registered, provided that (A) if the Purchaser shall have previously effected a registration of which notice has been given to the Vendor pursuant to Section 3, in which the Vendor was permitted to sell all Registrable Securities it desired to sell, the Purchaser shall not be required to effect a registration pursuant to this Section 2 until a period of 90 days shall have elapsed from the effective date of the most recent such previous registration, and (B) the Purchaser shall not be obligated to effect any registration requested by Vendor pursuant to this Section 2(a) unless such request pertains to the registration of at least 500,000 Common Shares as currently constituted (or, if less, all of the Registrable Securities then owned by the Vendor). Each registration requested pursuant to this Section 2 shall be (i) effected by the filing of a registration statement on such form as may be appropriate for the proposed disposition of the Registrable Securities, and (ii) effect if the registration of all or any of their Registrable Securities by filing a registration statement under the Securities Act (the “Shelf Registration Statement”) which provides for the sale Purchaser is qualified and if agreed to in writing by the Requesting Holders of their Registrable Securities from time to time in underwritten public offerings Vendor, filed pursuant to Rule 415 under the U.S. Securities Act (the “Shelf Option”or equivalent rule then in effect), or (iii) permit the sale of Registrable Securities that are already included in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such request, the Company will promptly give written notice to all other holders of Registrable Securities (the “Other Holders”) that a request for registration or for a takedown has been received. For a period of 10 days (or two Business Days in the case of a Takedown Option request) following receipt of such notice, the Other Holders may request that the Company also register their Registrable Securities (or include Registrable Securities in such takedown) and the Company may determine to include its authorized and unissued securities in such registration or takedown. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedown. After the expiration of such 10-day period or two-Business Day period, as the case may be, the Company shall notify all holders of the number of Registrable Securities to be registered or included. Subject to the provisions of this Section 3, in the case of either the Single Registration Option or the Shelf Option, the Company shall use its reasonable best efforts to cause the prompt registration under the Securities Act of (A) the Registrable Securities that the Requesting Holders and the Other Holders have requested the Company to register, and (B) all other securities that the Company has determined to register, and in connection therewith will prepare and file a registration statement under the Securities Act to effect such registration. Such registration statement shall be on such appropriate registration form of the Commission as shall be selected by the Company, and such selection shall be reasonably acceptable to the holders of a majority of the aggregate Registrable Securities to be sold by the Requesting Holders. Subject to the provisions of this Section 3, in the case of a Takedown Option, the Company shall use its reasonable best efforts to cause all Registrable Securities so requested to be included in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding the foregoing, the Company will not be required to file a registration statement or proceed with a takedown in any of the following situations:.

Registration on Request. (i) At any time (x) after the third anniversary of the date of the Closing, upon the written request of Shareholders holding in the aggregate 40% of all Registrable Securities then held by Shareholders (assuming for this purpose exercise of all outstanding Warrants) or (y) after an initial public offering, upon the written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to as the “Requesting Holders”), the Requesting Holders may request that the Company either (i) Holdings shall effect the registration under the Securities Act for an underwritten public offering of all or part of the Registrable Securities held by them the Requesting Holders (defined below) upon the “Single Registration Option”), request of (iix) effect Shareholders holding in the registration aggregate a majority of all outstanding Registrable Securities, provided that such request shall be for not less than 10% of outstanding Registrable Securities or (y) PMI or any of their Registrable Securities by filing a registration statement under the Securities Act its Affiliates (such Shareholders referenced in (x) and (y) above being referred to as the “Shelf Registration Statement”) which provides for the sale by the Requesting Holders of their Registrable Securities from time to time in underwritten public offerings pursuant to Rule 415 under the Securities Act (the “Shelf OptionHolders”), or (iii) permit the sale of Registrable Securities that are already included in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such request, the Company Holdings will promptly give written notice to all other holders of Registrable Securities (the “Other Holders”) that a request for registration or for a takedown has been received. For a period of 10 15 calendar days (or two Business Days in the case of a Takedown Option request) following receipt delivery of such notice, the Other Holders may request that the Company Holdings also register their Registrable Securities (or include Registrable Securities in such takedown) and the Company Holdings may determine to include register its authorized and unissued securities in such registration or takedown. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedownsecurities. After the expiration of such 10-15 calendar day period or two-Business Day period, as the case may be, the Company Holdings shall notify all holders of the number of Registrable Securities to be registered or includedregistered. Subject to the provisions of this Section 32, in the case of either the Single Registration Option or the Shelf Option, the Company shall Holdings will use its reasonable best efforts to cause the prompt registration under the Securities Act of (A) the Registrable Securities that the Requesting Holders and the Other Holders have requested the Company Holdings to register, and (B) all other securities that the Company Holdings has determined to registerregister or that Holdings has been requested to register by the Other Holders, and in connection therewith therewith, subject to Section 2(a)(iii), will prepare and file on such appropriate form as Holdings in its reasonable discretion shall determine a registration statement under the Securities Act to effect such registration. Such registration statement shall be on such appropriate registration form of the Commission as shall be selected by the Company, and such selection shall be reasonably acceptable to the holders of a majority of the aggregate Registrable Securities to be sold by the Requesting Holders. Subject to the provisions of this Section 3, in the case of a Takedown Option, the Company shall use its reasonable best efforts to cause all Registrable Securities so requested to be included in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding the foregoing, the Company Holdings will not be required to effect the registration or file a registration statement or proceed with a takedown in any of the following situations:

Registration on Request. In the event that the Company consummates an underwritten public offering of its Class B Common Stock, registered under the Securities Act of 1933, as amended (ithe “Registered Offering”) At on or after the Issuance Date, then: Subject to Section 11(iv)(A)11(iv)(A), at any time after six (x6) after months following the third anniversary Company’s consummation of the date of the Closingsuch Registered Offering, upon the written request of Shareholders holding in the aggregate 40% Holder of all the outstanding Registrable Securities then held by Shareholders (assuming for this purpose exercise of all outstanding Warrants) or (y) after an initial public offering, upon the written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to as the “Requesting HoldersInitiating Holder”), the Requesting Holders may request requesting that the Company either (i) effect the registration under the Securities Act for an underwritten public offering of the resale of all or part of the such Initiating Holder’s Registrable Securities held by them (and specifying the “Single Registration Option”), (ii) effect the registration intended method of all or any of their Registrable Securities by filing a registration statement under the Securities Act (the “Shelf Registration Statement”) which provides for the sale by the Requesting Holders of their Registrable Securities from time to time in underwritten public offerings pursuant to Rule 415 under the Securities Act (the “Shelf Option”), or (iii) permit the sale of Registrable Securities that are already included in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such requestdisposition thereof, the Company will promptly give written notice of such requested registration to all other holders of Registrable Securities (Securities, who shall have the “Other Holders”) that a request for registration or for a takedown has been received. For a period of 10 days (or two Business Days in the case of a Takedown Option request) following receipt of such notice, the Other Holders may right to request that the Company also register their Registrable Securities (or include Registrable Securities be included in such takedownthe registration statement requested pursuant to this Section 11(iv)(A) and upon written notice to the Company may determine to include its authorized and unissued securities in such registration or takedownmade within twenty (20) days after receipt of the Company’s written notice. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedown. After the expiration of such 10-day period or two-Business Day period, as the case may be, Thereupon the Company shall notify all holders of the number of Registrable Securities to be registered or included. Subject to the provisions of this Section 3, in the case of either the Single Registration Option or the Shelf Option, the Company shall will use its reasonable best efforts to cause effect the prompt registration for resale under the Securities Act of (A) the Registrable Securities that the Requesting Holders and the Other Holders have requested the Company to register, and (B) all other securities that which the Company has determined been so requested to registerregister in accordance with the intended method of disposition stated in the Initiating Holder’s request; all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid), and of the Registrable Securities to be so registered, which shall be paid for by the Company in connection therewith will prepare and file a registration statement accordance with Section 11(iv)(A)11(iv)(A). Registrations under the Securities Act to effect such registration. Such registration statement this Section 11(iv)(A) shall be on Form S-3 or such appropriate registration form of the Commission (i) as shall be selected by the Company and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the Initiating Holder’s request for such registration. The Company shall not be required to register the Registrable Securities on a Form S-1. The Company agrees to include in any such registration statement all information which the holders of Registrable Securities being registered shall reasonably request. The Initiating Holder will be entitled to request one registration pursuant to this Section 11(iv)(A) for which the Company will pay all Registration Expenses. A registration requested pursuant to this Section 11(iv)(A) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective and the disposition contemplated thereby closes; provided, that a registration which does not become effective after being filed by the Company pursuant to this Section 11(iv)(A) solely by reason of the refusal to proceed by the Initiating Holder (other than a refusal to proceed based upon the advice of counsel relating to a matter with respect to the Company, and such selection ) shall be reasonably acceptable deemed to have been effected by the Company at the request of the Initiating Holder unless the Initiating Holder shall have elected to pay all Registration Expenses in connection with such registration, or (ii) if, after it has become effective, such registration is subject to a stop order, injunction or other order of the Commission or other governmental agency or court suspending the effectiveness of such registration statement for any reason, other than by reason of misstatements or omissions made or not made in the registration statement in reliance upon and in conformity with written information furnished to the Company by the Holder of Registrable Securities specifically for use in the preparation of such registration statement. Except as provided in Section 11(iv)(A)(c)(i) above, whether or not the registration becomes effective and the related disposition contemplated thereby closes, the Company will pay all Registration Expenses in connection with any registration so initiated. The Company may suspend any registration requested pursuant to this Section 11(iv)(A) one time per registration for a single period of up to ninety (90) days upon notice to the holders of a majority of the aggregate Registrable Securities whose securities are covered by a registration statement pursuant to be sold by the Requesting Holders. Subject to the provisions of this Section 311(iv)(A) that, in the case good faith determination of a Takedown Optionthe Board of Directors of the Company, the registration and sale at such time of the Registrable Securities requested to be so registered would not be in the best interests of the Company, provided that notwithstanding such suspension, the Company shall use its reasonable best efforts continue to cause all Registrable Securities so requested to be included in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding diligently process the foregoing, the Company will not be required to file a registration statement or proceed with a takedown in any preparation of the following situations:documentation required for such registration.

Registration on Request. (i) At any time (x) after the third anniversary of the date of the Closingthis Agreement, upon the written request of Shareholders holding in the aggregate 4045% of all Registrable Securities then held by Shareholders Shareholders, without taking into account the voting provisions of Bye-law 51 (assuming for this purpose exercise of all outstanding Warrants) or (y) after an initial public offering, upon the written request of Shareholders holding in the aggregate 10(A) in the case of the first request under this clause (y), 15% and (B) in the case of any request under this clause (y) after such first request, 20% of all Registrable Securities then held by Shareholders Shareholders, without taking into account the voting provisions of Bye-law 51 (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to as the “"Requesting Holders”"), the Requesting Holders may request that the Company Montpelier either (i) effect the registration under the Securities Act for an underwritten public offering of all or part of the Registrable Securities held by them (the “Single Registration "Underwritten Option”"), or (ii) effect the registration of all or any of their Registrable Securities by filing a registration statement under the Securities Act (the “"Shelf Registration Statement”") which provides for the sale by the Requesting Holders of their Registrable Securities from time to time in underwritten public offerings on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “"Shelf Option”"), or (iii) permit the sale of Registrable Securities that are already included in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such request, the Company Montpelier will promptly give written notice to all other holders of Registrable Securities (the “"Other Holders”") that a request for registration or for a takedown has been received. For a period of 10 15 days (or two Business Days in the case of a Takedown Option request) following receipt of such notice, the Other Holders may request that the Company Montpelier also register their Registrable Securities (or include Registrable Securities in such takedown) and the Company Montpelier may determine to include register its authorized and unissued securities in such registration or takedown. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedownsecurities. After the expiration of such 10-15 day period or two-Business Day period, as the case may be, the Company Montpelier shall notify all holders of the number of Registrable Securities to be registered or includedregistered. Subject to the provisions of this Section 34, in the case of either the Single Registration Option or the Shelf Option, the Company shall Montpelier will use its reasonable best efforts to cause the prompt registration under the Securities Act of (A) the Registrable Securities that the Requesting Holders and the Other Holders have requested the Company Montpelier to register, and (B) all other securities Registrable Securities that the Company Montpelier has determined to register, and in connection therewith will prepare and file a registration statement under the Securities Act to effect such registration. Such registration statement shall be on such appropriate registration form of the Commission as shall be selected by the Company, Montpelier and such selection as shall be reasonably acceptable to the holders of a majority more than 50% of the aggregate Registrable Securities shares to be sold by the Requesting Holders and the Other Holders. Subject to the provisions of this Section 3, in the case of a Takedown Option, the Company shall use its reasonable best efforts to cause all Registrable Securities so requested to be included in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding the foregoing, the Company Montpelier will not be required to file a registration statement or proceed with a takedown in any of the following situations:

Registration on Request. (a) Request ------- Subject to the provisions of Section 2.2(h) below, (i) At if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at any time (x) or from time to time after the third anniversary expiration of the Shelf Registration Period, or (ii) if for any reason the Shelf Registration does not become effective within 65 days after the date hereof or ceases to be effective at any time prior to the expiration of the ClosingShelf Registration Period, upon at any time or from time to time after the written request of Shareholders holding in date which is 65 days from the aggregate 40% of all Registrable Securities then held by Shareholders date hereof (assuming for this purpose exercise of all outstanding Warrantsif the Shelf Registration fails to become effective) or (y) after an initial public offeringthe date on which the Shelf Registration ceases to be effective, upon as the written request case may be, the Holders, individually and jointly, of Shareholders holding in the aggregate more than 10% of issued and outstanding shares of Common Stock (the "Initiating Holders") shall have the right to require the Company to effect the registration under the Securities Act of all or part of the Registrable Securities then Common Stock held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred Initiating Holders, by delivering a written request therefor to as the “Requesting Holders”), the Requesting Holders may request that the Company either specifying the number of shares of Registrable Common Stock and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, and thereupon the Company shall, as expeditiously as possible, use its best efforts to (iA) effect the registration under the Securities Act for an underwritten public offering (including by means of all or part of the Registrable Securities held by them (the “Single Registration Option”), (ii) effect the a shelf registration of all or any of their Registrable Securities by filing a registration statement under the Securities Act (the “Shelf Registration Statement”) which provides for the sale by the Requesting Holders of their Registrable Securities from time to time in underwritten public offerings pursuant to Rule 415 under the Securities Act (the “Shelf Option”), or (iii) permit the sale of Registrable Securities that are already included if so requested in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option such request and if the request thereunder Company is in connection then eligible to use such a registration) of the Registrable Common Stock which the Company has been so requested to register by the Initiating Holders, and all other Registrable Common Stock which the Company has been requested to register by any other Holder (together with or would constitute an initial public offering. Upon receipt of such requestthe Initiating Holders, the "Selling Holders") by written request given to the Company will promptly give within 10 days after giving of written notice by the Company, all to all other holders the extent necessary to permit distribution in accordance with the intended method of Registrable Securities (the “Other Holders”) that a request for registration or for a takedown has been received. For a period of 10 days (or two Business Days distribution set forth in the case of a Takedown Option request) following receipt of such notice, written request or requests delivered by the Other Holders may request that the Company also register their Registrable Securities (or include Registrable Securities in such takedown) and the Company may determine to include its authorized and unissued securities in such registration or takedown. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedown. After the expiration of such 10-day period or two-Business Day period, as the case may be, the Company shall notify all holders of the number of Registrable Securities to be registered or included. Subject to the provisions of this Section 3, in the case of either the Single Registration Option or the Shelf Option, the Company shall use its reasonable best efforts to cause the prompt registration under the Securities Act of (A) the Registrable Securities that the Requesting Holders and the Other Holders have requested the Company to registerSelling Holders, and (B) all other securities that if requested by the Company has determined to registerSelling Holders, and in connection therewith will prepare and file a obtain acceleration of the effective date of the registration statement under the Securities Act relating to effect such registration. Such registration statement shall be on such appropriate registration form of the Commission as shall be selected by the Company, and such selection shall be reasonably acceptable to the holders of a majority of the aggregate Registrable Securities to be sold by the Requesting Holders. Subject to the provisions of this Section 3, in the case of a Takedown Option, the Company shall use its reasonable best efforts to cause all Registrable Securities so requested to be included in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding the foregoing, the Company will not be required to file a registration statement or proceed with a takedown in any of the following situations:.

Registration on Request. (ia) At any time (x) after the third anniversary of the date of the Closing, upon the written request of Shareholders holding in the aggregate 40% of all Registrable Securities then held by Shareholders (assuming for this purpose exercise of all outstanding Warrants) or (y) Agreement and after an initial public offering, upon the written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to as the “Requesting Holders”), the Requesting Holders may request that the Company either (i) effect has publicly reported its financial results for the registration under the Securities Act for an underwritten public offering fourth calendar quarter of all 1997, one or part both of the Registrable Securities held by them (the “Single Shareholders from time to time may request, pursuant to a Registration Option”)Notice, (ii) effect the registration of all or any a portion of their the Registrable Securities by filing a registration statement under the Securities Act (the “Shelf Registration Statement”) which provides for the sale by the Requesting Holders of their Registrable Securities from time Shares. The Shareholder choosing not to time in underwritten public offerings pursuant to Rule 415 under the Securities Act (the “Shelf Option”), or (iii) permit the sale of Registrable Securities that are already included in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such request, the Company will promptly give written notice to all other holders of Registrable Securities (the “Other Holders”) that a request for registration or for a takedown has been received. For a period of 10 days (or two Business Days in the case of a Takedown Option request) following receipt of such notice, the Other Holders may request that the Company also register their Registrable Securities (or include Registrable Securities in such takedown) and the Company may determine to include its authorized and unissued securities participate in such registration or takedownshall not be entitled to exercise his rights under this Section 2 until that Registration Statement is no longer effective. The failure Such Registration Notice shall identify each Shareholder who has requested registration and the number of any Other Holder Registrable Shares to affirmatively indicate be included in the registration. Within 10 business days of its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver receipt of any right to so include such Registrable Securities in such registration statement or takedown. After the expiration of such 10-day period or two-Business Day period, as the case may beRegistration Notice, the Company shall notify all holders send the Shareholder who was not included in the Registration Notice (the "Nonincluded Shareholder") written notice of the Registration Notice (the "Nonincluded Shareholder Registration Notice"). The Nonincluded Shareholder within 10 business days of its receipt of the Nonincluded Shareholder Notice shall send the Company written notice of the number of Registrable Securities shares he desires to have registered in the Registration Statement. If the Nonincluded Shareholder fails to provide such notice to the Company within the 10 business days period, he shall not be entitled to have his shares registered until that Registration Statement is no longer effective. The Company shall file within 30 days after its sending of the Nonincluded Shareholder Registration Notice (or within 30 days after its receipt of the Registration Notice, if no Nonincluded Shareholder Registration Notice is required to be registered or included. Subject sent) a Registration Statement to register the provisions Registrable Shares identified in such Registration Notice and the written notice of this Section 3, in the case of either the Single Registration Option or the Shelf Option, the Company Nonincluded Shareholder and thereafter shall use its reasonable best efforts to cause the prompt Registration Statement to become effective. The Shareholders requesting registration under pursuant to this Section 2 may, at any time prior to the Securities Act effective date of (A) the Registrable Securities that the Requesting Holders and the Other Holders have requested Registration Statement relating to such registration, revoke such request by providing a written notice to the Company to registerrevoking such request; PROVIDED, and HOWEVER, that in the event the Shareholders shall have made a written request for registration which (Bi) all other securities that is subsequently withdrawn by the Shareholders before or after the Company has determined to register, and filed a Registration Statement with the SEC in connection therewith will prepare which has been declared effective by the SEC or (ii) is not declared effective solely as a result of the failure of Shareholders to take all actions reasonably required in order to have the registration and file the related Registration Statement declared effective by the SEC then, in any such event, the Shareholders shall reimburse the Company for a percentage of the Registration Expenses attributable to the registration statement under as to which the Securities Act Registrable Shares were to effect such registrationbe included. Such registration statement percentage shall be on such appropriate registration form of the Commission as shall be selected by the Company, and such selection shall be reasonably acceptable equal to the holders of a majority of the aggregate Registrable Securities to be sold by the Requesting Holders. Subject to the provisions of this Section 3, in the case of a Takedown Optionfraction, the Company shall use its reasonable best efforts numerator of which is the Registrable Shares to cause which such revocation relates and the denominator of which is all the NeoMedia Shares (including the Registrable Securities so requested Shares) which were to be included in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding the foregoing, the Company will not be required to file a registration statement or proceed with a takedown in any of the following situations:registration.

Registration on Request. (ia) At any time The Company shall prepare and file a "shelf" registration statement (xthe "SHELF REGISTRATION STATEMENT") after the third anniversary of the date of the Closing, upon the written request of Shareholders holding in the aggregate 40% of all Registrable Securities then held by Shareholders (assuming for this purpose exercise of all outstanding Warrants) or (y) after an initial public offering, upon the written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred with respect to as the “Requesting Holders”), the Requesting Holders may request that the Company either (i) effect the registration under the Securities Act for an underwritten public offering of all or part of the Registrable Securities held covering the issuance, as applicable, and resale thereof by them the Holders on an appropriate form for an offering to be made on a continuous or delayed basis pursuant to Rule 415 (the “Single "SHELF REGISTRATION") within 15 Business Days of a written request (the "REQUEST") by the Holder or Holders, which request may be made by the Holder only following the filing by NGP of a proxy statement relating to the transactions contemplated by the Reorganization Agreement. The Company shall use its best efforts to cause the Shelf Registration Option”), Statement to be declared effective within 60 days of the filing of the Shelf Registration Statement. The Company shall use its best efforts to keep such Shelf Registration Statement continuously effective until the earliest of (iiA) effect the registration termination of all or any of their this Agreement pursuant to Section 5.09 and (B) the date on which the Registrable Securities by filing may be sold without volume restrictions in accordance with Rule 144. Notwithstanding the foregoing, the Company shall not be obligated to effect a Shelf Registration pursuant to this Section 3.01 unless the Company is then eligible to use Form S-3 or other short form registration statement under the Securities Act (the “Shelf Registration Statement”) which provides for the sale by the Requesting Holders of their Registrable Securities from time to time in underwritten public offerings pursuant to Rule 415 under the Securities Act (the “Shelf Option”), or (iii) permit the sale of Registrable Securities that are already included in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such request, the Company will promptly give written notice to all other holders of Registrable Securities (the “Other Holders”) that a request for registration or for a takedown has been received. For a period of 10 days (or two Business Days in the case of a Takedown Option request) following receipt of such notice, the Other Holders may request that the Company also register their Registrable Securities (or include Registrable Securities in such takedown) and the Company may determine to include its authorized and unissued securities in such registration or takedownAct. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedown. After the expiration of such 10-day period or two-Business Day period, as the case may be, the Company shall notify all holders of the number of Registrable Securities to be registered or included. Subject to the provisions of this Section 3, in the case of either the Single Registration Option or the Shelf Option, the Company shall use its reasonable best efforts to cause the prompt registration under the Securities Act of (A) the Registrable Securities that the Requesting Holders and the Other Holders have requested the Company be eligible to register, and (B) all use Form S-3 or other securities that the Company has determined to register, and in connection therewith will prepare and file a short form registration statement under the Securities Act Act. In the event that the Company is not obligated to effect such registration. Such a Shelf Registration under this Section 3.01, within 15 Business Days of a written request (the "REQUEST") by Pledgee that the Company effect a registration of Registrable Securities (a "DEMAND REGISTRATION"), which request may be made by Pledgee only following the filing by NGP of a proxy statement shall be on such appropriate registration form of relating to the Commission as shall be selected transactions contemplated by the Company, and such selection shall be reasonably acceptable to the holders of a majority of the aggregate Registrable Securities to be sold by the Requesting Holders. Subject to the provisions of this Section 3, in the case of a Takedown OptionReorganization Agreement, the Company shall be obligated to prepare, file and cause to become effective a registration statement (a "DEMAND REGISTRATION STATEMENT"). The Company shall use its reasonable best efforts to cause all Registrable Securities so requested the Demand Registration Statement to be included in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding the foregoing, the Company will not be required to file a registration statement or proceed with a takedown in any declared effective within 60 days of the following situations:filing of the Demand Registration Statement.

Registration on Request. (a) Request Subject to the provisions of Section 2.2(h) below, (i) At if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at any time (x) or from time to time after the third anniversary expiration of the Shelf Registration Period and until the fifth anniversary hereof, or (ii) if for any reason the Shelf Registration does not become effective within 65 days after the date hereof or ceases to be effective at any time prior to the expiration of the ClosingShelf Registration Period, upon at any time or from time to time after the written request of Shareholders holding in date which is 65 days from the aggregate 40% of all Registrable Securities then held by Shareholders date hereof (assuming for this purpose exercise of all outstanding Warrantsif the Shelf Registration fails to become effective) or (y) after an initial public offeringthe date on which the Shelf Registration ceases to be effective, upon as the written request case may be, and until the fifth anniversary hereof, the Holders, individually and jointly, of Shareholders holding in the aggregate more than 10% of issued and outstanding shares of Common Stock (the "Initiating Holders") shall have the right to require the Company to effect the registration under the Securities Act of all or part of the Registrable Securities then Common Stock held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred Initiating Holders, by delivering a written request therefor to as the “Requesting Holders”), the Requesting Holders may request that the Company either specifying the number of shares of Registrable Common Stock and the intended method of distribution. The Company shall promptly give written notice of such requested registration to all other Holders, and thereupon the Company shall, as expeditiously as possible, use its best efforts to (iA) effect the registration under the Securities Act for an underwritten public offering (including by means of all or part of the Registrable Securities held by them (the “Single Registration Option”), (ii) effect the a shelf registration of all or any of their Registrable Securities by filing a registration statement under the Securities Act (the “Shelf Registration Statement”) which provides for the sale by the Requesting Holders of their Registrable Securities from time to time in underwritten public offerings pursuant to Rule 415 under the Securities Act (the “Shelf Option”), or (iii) permit the sale of Registrable Securities that are already included if so requested in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option such request and if the request thereunder Company is in connection then eligible to use such a registration) of the Registrable Common Stock which the Company has been so requested to register by the Initiating Holders, and all other Registrable Common Stock which the Company has been requested to register by any other Holder (together with or would constitute an initial public offering. Upon receipt of such requestthe Initiating Holders, the "Selling Holders") by written request given to the Company will promptly give written notice within tice xx the Company, all to all other holders the extent necessary to permit distribution in accordance with the intended method of Registrable Securities (the “Other Holders”) that a request for registration or for a takedown has been received. For a period of 10 days (or two Business Days distribution set forth in the case of a Takedown Option request) following receipt of such notice, written request or requests delivered by the Other Holders may request that the Company also register their Registrable Securities (or include Registrable Securities in such takedown) and the Company may determine to include its authorized and unissued securities in such registration or takedown. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedown. After the expiration of such 10-day period or two-Business Day period, as the case may be, the Company shall notify all holders of the number of Registrable Securities to be registered or included. Subject to the provisions of this Section 3, in the case of either the Single Registration Option or the Shelf Option, the Company shall use its reasonable best efforts to cause the prompt registration under the Securities Act of (A) the Registrable Securities that the Requesting Holders and the Other Holders have requested the Company to registerSelling Holders, and (B) all other securities that if requested by the Company has determined to registerSelling Holders, and in connection therewith will prepare and file a obtain acceleration of the effective date of the registration statement under the Securities Act relating to effect such registration. Such registration statement shall be on such appropriate registration form of the Commission as shall be selected by the Company, and such selection shall be reasonably acceptable to the holders of a majority of the aggregate Registrable Securities to be sold by the Requesting Holders. Subject to the provisions of this Section 3, in the case of a Takedown Option, the Company shall use its reasonable best efforts to cause all Registrable Securities so requested to be included in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding the foregoing, the Company will not be required to file a registration statement or proceed with a takedown in any of the following situations:.

Registration on Request. (i) At any time (x) after If following the third anniversary of the date of the Closing, upon the written request of Shareholders holding in the aggregate 40% of all Registrable Securities then held by Shareholders (assuming for this purpose exercise of all outstanding Warrants) or (y) after an initial public offering, upon the written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to as the “Requesting Holders”)Public Offering, the Requesting Holders may request that the Company either (i) Qtip Trust desires to effect the registration under the Securities Act for an underwritten public offering of outstanding Registrable Securities, the Qtip Trust may make a written request that Micro effect the registration under the Securities Act of all or part any portion of the outstanding Registrable Securities of the Qtip Trust and any or all of the other Xxxxxx Stockholders. If following the initial Public Offering, the Family Stockholders desire to effect the registration under the Securities Act of outstanding Registrable Securities, Family Stockholders (the "INITIATING FAMILY STOCKHOLDERS") holding at least a majority of the outstanding Registrable Securities held by them (the “Single Registration Option”), (ii) all Family Stockholders may make a written request that Micro effect the registration under the Securities Act of all or any portion of their the outstanding Registrable Securities of such Family Stockholders. If following the initial Public Offering and on any date (the "CHANGE OF CONTROL DATE") prior to the second anniversary of the date hereof, the Xxxxxx Stockholders transfer, in one transaction or a series of related transactions, shares of Micro common stock and if, after giving effect to such transfer, the Xxxxxx Stockholders cease to own shares of Micro common stock representing a majority of the number of votes for the election of directors represented by filing all of the shares of Micro common stock outstanding on such date, the Holders (other than the Xxxxxx Stockholders) of at least a majority of the outstanding Registrable Securities held by all Holders (other than the Xxxxxx Stockholders) prior to the Change of Control Date (the "DEMANDING HOLDERS") may, prior to the second anniversary of the date hereof, make a written request that Micro effect the registration statement under the Securities Act (of all or any portion of the “Shelf Registration Statement”) which provides for outstanding Registrable Securities of such Holders; provided that the sale Demanding Holders shall not be entitled to request any such registration if such Demanding Holders were offered the opportunity to participate in such transfer by the Requesting Xxxxxx Stockholders generally on the same terms and conditions as the Xxxxxx Stockholders. The Qtip Trust, the Initiating Family Stockholders and the Demanding Holders are sometimes hereinafter referred to together as the "SECTION 2.01 HOLDER". Any request for registration made pursuant to this Section 2.01 will specify the number of their shares of Registrable Securities from time proposed to time in underwritten public offerings be sold and will also specify the intended method of disposition thereof; provided that Micro shall not be obligated to (x) effect any shelf registration of Registrable Securities pursuant to Rule 415 under the Securities Act Act, (y) register Registrable Securities (i) representing less than 10% of the “Shelf Option”outstanding Registrable Securities or (ii) if the Xxxxxx Stockholders (in the case of any registration requested by the Qtip Trust), the Initiating Family Stockholders (in the case of any registration requested by the Initiating Family Stockholders) or the Demanding Holders (in the case of any registration requested by the Demanding Holders) hold less than 10% of the outstanding Registrable Securities, unless the underwriter determines that the net proceeds of any registration of such Registrable Securities are expected to be at least $25,000,000 or (iiiz) permit effect any such registration requested by the Qtip Trust or the Initiating Family Stockholders, unless the Qtip Trust or the Initiating Family Stockholders have furnished Micro with an opinion of counsel in form and substance reasonably satisfactory to Micro to the effect that the requested registration and sale of Registrable Securities will not adversely affect the tax-free nature of the transactions contemplated by the Exchange Agreement or the Amended and Restated Reorganization Agreement dated as of September 4, 1996 as amended and restated as of October 17, 1996 among Industries, Entertainment and Micro. In any such opinion counsel may rely, to the extent they may do so in good faith, upon representations that are already included the trustees of the Qtip Trust and other Holders had no plan or intention of selling the Micro common stock received in an effective Shelf Registration Statement the transactions at the time the transactions were effected and that the decision to sell such stock pursuant to an underwritten public offering (exercise of the “Takedown Option”); provided, however, that demand registration right was based upon considerations which arose subsequent to the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offeringtransactions. Upon receipt of such request, the Company Micro will promptly give written notice of such requested registration to all other holders of Registrable Securities (the “Other Holders”Holders and each Grantee, and, subject to Section 2.01(f) that a request for registration or for a takedown has been received. For a period of 10 days (or two Business Days in the case of a Takedown Option request) following receipt of such noticehereof, the Other Holders may request that the Company also register their Registrable Securities (or include Registrable Securities in such takedown) and the Company may determine to include its authorized and unissued securities in such registration or takedown. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedown. After the expiration of such 10-day period or two-Business Day period, as the case may be, the Company shall notify all holders of the number of Registrable Securities to be registered or included. Subject to the provisions of this Section 3, in the case of either the Single Registration Option or the Shelf Option, the Company shall thereupon will use its reasonable best efforts to cause effect, as promptly as practicable, the prompt registration under the Securities Act of (A) the Registrable Securities that the Requesting Holders and the Other Holders have requested the Company to register, and (B) all other securities that the Company has determined to register, and in connection therewith will prepare and file a registration statement under the Securities Act to effect such registration. Such registration statement shall be on such appropriate registration form of the Commission as shall be selected by the Company, and such selection shall be reasonably acceptable to the holders of a majority of the aggregate Registrable Securities to be sold by the Requesting Holders. Subject to the provisions of this Section 3, in the case of a Takedown Option, the Company shall use its reasonable best efforts to cause all Registrable Securities so requested to be included in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding the foregoing, the Company will not be required to file a registration statement or proceed with a takedown in any of the following situationsof:

Registration on Request. (ia) At any time (x) anytime, after the third anniversary of date that is six (6) months after the date of the ClosingIPO Date, upon the written request of Shareholders holding in (i) the aggregate 40% Holder or Holders of all a majority of the Registrable Securities then held by Shareholders the Carlyle Holders (assuming for this purpose exercise of all outstanding Warrantsthe "Carlyle Demand Party") or (y) after an initial public offering, upon the written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to as the “Requesting Holders”), the Requesting Holders may request requesting that the Company either (i) effect the registration under the Securities Act for an underwritten public offering of all or part of the Registrable Securities held by them the Carlyle Holders (the “Single Registration Option”a "Carlyle Demand"), or (ii) Executive requesting that the Company effect the registration of all or any of their Registrable Securities by filing a registration statement under the Securities Act (of all or part of the “Shelf Registration Statement”) which provides for the sale Registrable Securities held by the Requesting Executive Holders (an "Executive Demand"; for purposes of their Registrable Securities from time to time in underwritten public offerings pursuant to Rule 415 under this Section 3, "Demand Party" shall mean the Securities Act (the “Shelf Option”)Carlyle Demand Party, or (iii) permit the sale of Registrable Securities that are already included in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such request, the Company will promptly give written notice to all other holders of Registrable Securities (the “Other Holders”) that a request for registration or for a takedown has been received. For a period of 10 days (or two Business Days in the case of a Takedown Option request) following receipt of such noticeCarlyle Demand, the Other Holders may request that the Company also register their Registrable Securities (or include Registrable Securities Executive, in such takedown) and the Company may determine to include its authorized and unissued securities in such registration or takedown. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedown. After the expiration of such 10-day period or two-Business Day period, as the case may beof an Executive Demand), and specifying the amount and intended method of disposition thereof, the Company shall notify all holders of the number of Registrable Securities to be registered or included. Subject thereupon will, as expeditiously as possible, subject to the provisions limitations of this Section 3, in the case of either the Single Registration Option or the Shelf Option, the Company shall use its reasonable best efforts to cause effect the prompt registration under the Securities Act of (Ai) such Registrable Securities which the Company has been so requested to register by the Demand Party, (ii) such Registrable Securities which the Company has been requested to register by other Holders of Registered Securities exercising their rights under Section 2 hereof with respect to such registration and (iii) any shares of Common Stock that the Company desires to include in such registration, in each case, to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that the Requesting Holders and the Other Holders have requested the Company Carlyle Demand Party shall not be entitled to register, and (B) all other securities make a Carlyle Demand at any time that the Company has determined to register, and in connection therewith will prepare and file a registration statement under the Securities Act to effect such registration. Such registration statement shall be on such appropriate registration form Carlyle Holders hold less than five percent (5%) of the Commission as Registrable Securities then outstanding; provided further that Executive shall not be entitled to make an Executive Demand at any time that the Executive Holders hold less than five percent (5%) of the Registrable Securities then outstanding. If any registration effected pursuant to this Section 3 is intended to involve an underwritten offering, the managing underwriter for such offering shall be selected by the Company, Company (and such selection shall be reasonably acceptable to the holders of a majority of the aggregate Registrable Securities to be sold by the Requesting Holders. Subject to the provisions of this Section 3, in the case of a Takedown Option, the Company shall use its reasonable best efforts to cause all Registrable Securities so requested to be included in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding the foregoing, the Company will not be required to file a registration statement or proceed with a takedown in any of the following situations:Demand Party).

Registration on Request. (ia) At any time (x) after the third anniversary of the date of the Closing, upon the written request of Shareholders holding in the aggregate 40% of all Registrable Securities then held by If one or more Shareholders (assuming for this purpose exercise of all outstanding Warrants) or (y) after an initial public offeringas applicable, upon the written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to herein as the “Requesting Holders”)Initiating Holders”)seeks to cause an IPO pursuant to Article 5.3, the Requesting Holders may request requesting that the Company either (i) effect the registration (under the Securities Act Applicable Laws selected by the Initiating Holders) for an underwritten public offering resale of all or part any portion of the Registrable Securities held by them the Initiating Holders and specifying the intended method of disposition thereof (the “Single Registration OptionDemand Notice”) (the date on which the Company receives the Demand Notice being the “Demand Notice Date”), (ii) effect the registration of all or any of their Registrable Securities by filing a registration statement under the Securities Act (the “Shelf Registration Statement”) which provides for the sale by the Requesting Holders of their Registrable Securities from time to time in underwritten public offerings pursuant to Rule 415 under the Securities Act (the “Shelf Option”), or (iii) permit the sale of Registrable Securities that are already included in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such request, the Company will shall promptly give written notice (but in any event within five (5) Business Days after the Demand Notice Date) forward a copy of the Demand Notice to all other holders of Registrable Securities Security Holders and each such holder shall have twenty (the “Other Holders”20) that a request for registration or for a takedown has been received. For a period of 10 days (or two Business Days in the case of a Takedown Option request) following from receipt of such notice, the Other Holders may request that the Company also register their Registrable Securities (or include Registrable Securities in such takedown) and the Company may determine Demand Notice to include its authorized and unissued securities in such registration or takedown. The failure of any Other Holder to affirmatively indicate its intent elect to include its Registrable Securities in such registration or takedown registration. The Registrable Security Holders shall be deemed a waiver of any exercise their right to so include such Registrable Securities in the relevant registration by delivering written notice to the Company within such registration statement or takedown. After the expiration of such 10-twenty (20) day period or two-Business Day period, as the case may be, the Company shall notify all holders of specifying the number of Registrable Securities to be registered or included. Subject to that the provisions of this Section 3, relevant Registrable Security Holder shall include in the case registration statement (such electing Registrable Security Holders, together with the Initiating Holder being the “Registering Holders”). Registration of either any of the Single Registration Option Registrable Securities provided herein shall mean the listing of the Registrable Securities on the Hong Kong, London or New York Stock Exchange or the Shelf OptionNASDAQ under Applicable Laws. Upon the receipt of written notice from the Initiating Holders, the Company shall use its reasonable best efforts will, subject to cause the prompt terms of this Agreement, effect the registration under the Securities Act of (A) the Registrable Securities that under the Requesting Holders and the Other Holders have requested the Company to register, and (B) all other securities that Applicable Laws which the Company has determined to register, and in connection therewith will prepare and file a registration statement under the Securities Act to effect such registration. Such registration statement shall be on such appropriate registration form of the Commission as shall be selected by the Company, and such selection shall be reasonably acceptable to the holders of a majority of the aggregate Registrable Securities to be sold by the Requesting Holders. Subject to the provisions of this Section 3, in the case of a Takedown Option, the Company shall use its reasonable best efforts to cause all Registrable Securities been so requested to be included register for disposition in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding accordance with the foregoing, intended method of disposition stated in the Company will not be required to file a registration statement or proceed with a takedown in any of the following situations:Demand Notice.

Registration on Request. (i) At For a period of two years after the Settlement Date, at any time (x) after the third anniversary of the date of the Closingand from time to time, upon the written request of Shareholders Stockholders holding in the aggregate 40% of all Registrable Securities then held by Shareholders equal to at least the Minimum Registration Amount (assuming for this purpose exercise of all outstanding Warrantsthe "Requesting Stockholders") or (y) after an initial public offering, upon the written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to as the “Requesting Holders”), the Requesting Holders may request that the Company either (i) effect the registration under the Securities Act for of an underwritten public offering amount of all or part of the Registrable Securities held by them (equal to at least the “Single Minimum Registration Option”), (ii) effect the registration of all or any of their Registrable Securities by filing a registration statement under the Securities Act (the “Shelf Registration Statement”) which provides for the sale by the Requesting Holders of their Registrable Securities from time to time in underwritten public offerings pursuant to Rule 415 under the Securities Act (the “Shelf Option”), or (iii) permit the sale of Registrable Securities that are already included in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such requestAmount, the Company will promptly give written notice to all other holders Stockholders of Registrable Securities (the “"Other Holders”Stockholders") that a request for registration or for a takedown has been receivedreceived with respect to the Minimum Registration Amount. For a period of 10 15 days (or two Business Days in the case of a Takedown Option request) following receipt delivery of such notice, the Other Holders Stockholders may request that the Company also register their Registrable Securities (or include Registrable Securities in such takedown) and the Company may determine to include its authorized and unissued securities in such registration or takedown. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedown. After after the expiration of such 10-15 day period or two-Business Day period, as the case may be, the Company shall notify all holders Stockholders of the number of Registrable Securities to be registered or includedregistered. Subject to the provisions of this Section 3, in the case of either the Single Registration Option or the Shelf OptionThereupon, the Company shall will use its reasonable best efforts to cause the prompt registration under the Securities Act Act, subject to the provisions of this Section 3.1, of (A) the Registrable Securities that which the Requesting Holders and the Other Holders Stockholders have requested the Company to register, register and (B) all other securities that Registrable Securities which the Company has determined been requested to registerregister by the Other Stockholders, and in connection therewith will therewith, prepare and file on such appropriate form as the Company, in its reasonable discretion, shall determine, a registration statement under the Securities Act to effect such registration; provided, however, that the ----------------- Company shall not be obligated to effect such registration in the event that the aggregate offering price of (A) the Registrable Securities which the Requesting Stockholders have requested the Company to register, (B) all other Registrable Securities which the Company has been requested to register by the Other Stockholders and (C) all other securities to be registered in such registration is less than $10,000,000. Such With respect to any registration statement filed, or to be filed, pursuant to this Section 3.1(a)(i), if the Company shall furnish to the Requesting Stockholders and the Other Stockholders a certified resolution of the Board of Directors stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale of assets, capitalization or other similar corporate activity, or the unavailability for reasons beyond the Company's control of any required audited financial statements, or any other event or condition of similar significance to the Company) be materially disadvantageous (a "Disadvantageous Condition") to the Company or its stockholders for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, the Company shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Requesting Stockholders and the Other Stockholder); provided, however, that the Company shall not be -------- entitled to delay any such registration statement pursuant to the foregoing (A) for more than a total of 180 days or (B) more than once during any 12 month period. Upon receipt of any such notice of a Disadvantageous Condition, such Requesting Stockholders and Other Stockholders will forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by the Company, each such Stockholder will deliver to the Company all copies, other than permanent file copies then in such Stockholder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice, and, in the event no registration statement has yet been filed, all drafts of the prospectus covering such Registrable Securities. In the event that the Company shall give any notice of a Disadvantageous Condition, the Company shall at such time as it in good xxxxx xxxxx appropriate file a new registration statement covering the Registrable Securities that were covered by such withdrawn registration statement, and such registration statement shall be on maintained effective for such appropriate time as may be necessary so that the period of effectiveness of such new registration form of the Commission as statement shall be selected such time as may be otherwise required by the Company, and such selection shall be reasonably acceptable to the holders of Section 3.1(a)(iii). Requesting Stockholders holding a majority of the aggregate Registrable Securities to be sold held by the all Requesting Holders. Subject Stockholders may, at any time prior to the provisions effective date of this Section 3, in the case of a Takedown Option, the Company shall use its reasonable best efforts to cause all Registrable Securities so requested to be included in such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding the foregoing, the Company will not be required to file a registration statement or proceed with a takedown in relating to such registration, revoke such request, without liability to any of the following situations:other Requesting Stockholders or the Other Stockholders, by providing a written notice to the Company revoking such request.

Registration on Request. (i) At Subject to the provisions of Section 2.6 hereof, at any time or from time to time commencing a date (x"Rights Commencement Date") after which is at least 180 calendar days following the third anniversary of Closing Date (as the date of the Closing, upon the written request of Shareholders holding term "Closing Date" is defined in the aggregate 40% of all Registrable Securities then held by Shareholders (assuming for this purpose exercise of all outstanding Warrants) or (y) after an initial public offeringAcquisition Agreement upon written notice from AFCO, upon AFCO shall have the right to make one written request of Shareholders holding in the aggregate 10% of all Registrable Securities then held by Shareholders (assuming for this purpose the exercise of all outstanding Warrants) (such Shareholders being referred to as the “Requesting Holders”), the Requesting Holders may request that the Company either (i) effect the registration under the Securities Act for an underwritten public offering of all or part of the Registrable Securities held of AFCO, which request shall specify the intended method of disposition thereof by them (AFCO and the “Single Registration Option”), (ii) Company will thereupon use its best efforts to effect the registration of all or any of their the Registrable Securities by filing a registration statement under the Securities Act (which the “Shelf Registration Statement”) which provides Company has been so requested to register. Notwithstanding the foregoing or anything set forth elsewhere in this Agreement, if AFCO determines that it will make a demand for registration hereunder or that it will request inclusion in an incidental registration as described in Section 2.2 hereof, Siege shall, before making a demand for registration hereunder, or before its inclusion in an incidental registration as described in Section 2.2 hereof, give the sale Company notice of its intent to sell Registrable Securities and before any other rights are exercisable by AFCO hereunder or any duties are to be performed by the Requesting Holders of their Registrable Securities from time to time in underwritten public offerings pursuant to Rule 415 under the Securities Act (the “Shelf Option”), or (iii) permit the sale of Registrable Securities that are already included in an effective Shelf Registration Statement pursuant to an underwritten public offering (the “Takedown Option”); provided, however, that the Requesting Holders may not elect the Shelf Option or the Takedown Option if the request thereunder is in connection with or would constitute an initial public offering. Upon receipt of such requestCompany hereunder, the Company will promptly give written notice shall have fifteen (15) days to all other holders of find a lawful, alternative method for AFCO to sell the Registrable Securities within thirty (the “Other Holders”30) that a request for registration or for a takedown has been received. For a period of 10 days (or two Business Days in the case of a Takedown Option request) following receipt of such notice, the Other Holders may request that the Company also register their Registrable Securities (or include Registrable Securities in such takedown) and the Company may determine to include its authorized and unissued securities in such registration or takedown. The failure of any Other Holder to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration statement or takedown. After after the expiration of such 10-fifteen (15) day period. If the Company finds an alternative method and makes such alternative method known to AFCO, provided the method and terms of sale are acceptable to AFCO, AFCO will sell the Registrable Securities by such method and on such terms, whereupon the rights of AFCO hereunder shall, upon the closing of the sale of AFCO's Registrable Securities, terminate, but only with respect to the Registrable Securities so sold in such private placement. If the Company does not advise AFCO of an alternative method for selling the Registrable Securities prior to the expiration of such fifteen (15) day period or two-Business Day periodif an alternative method is agreed upon within such fifteen (15) day period but the sale cannot reasonably be closed within the thirty (30) day time period described aforesaid, as the case AFCO thereafter may be, the Company shall notify all holders exercise its rights to registration of the number of Registrable Securities to be registered or included. Subject to the provisions of this Section 3, in the case of either the Single Registration Option or the Shelf Option, the Company shall use its reasonable best efforts to cause the prompt registration under the Securities Act of (A) the Registrable Securities that under this Agreement without prejudice. With the Requesting Holders and exception of the Other Holders have requested one hundred eighty (180) day period described in Section 2.1(a) hereof, the running of any time period under any other provision of this Agreement shall be tolled for such period during which the Company to register, and (B) all other securities that is seeking an alternative method of selling the Company has determined to register, and in connection therewith will prepare and file a registration statement under the Securities Act to effect such registration. Such registration statement shall be on such appropriate registration form of the Commission as shall be selected by the Company, and such selection shall be reasonably acceptable to the holders of a majority of the aggregate Registrable Securities to be sold by the Requesting Holdersor during which such sale is pending. Subject to the provisions of this Section 3, in the case of a Takedown Option, the The Company shall use its reasonable best efforts to cause bear all costs and expenses of selling the Registrable Securities so requested pursuant to be included in any alternative method as provided herein except for any customary brokerage fees and expenses, excluding, however, any legal fees and expenses of such underwritten public offering and shall prepare and file any prospectus supplement reasonably necessary to effectuate a takedown. Notwithstanding the foregoing, the Company will not be required to file a registration statement broker or proceed with a takedown in any of the following situations:agent.