Common use of Registration Upon Request Clause in Contracts

Registration Upon Request. (a) At any time beginning on the date that is 180 days after the closing date of the Company's initial public offering, Holders holding an aggregate of at least thirty-three and one-third percent (331/3%) of the then-outstanding Registrable Securities, from time to time, shall be entitled (subject to Section 12 hereof) to make a written request (a "Demand Notice") to the Company requesting that the Company effect the registration under the Securities Act of a number of Registrable Securities with a market value of at least twenty million dollars ($20,000,000) on the date of such request, stating the intended method of disposition of such Registrable Securities; provided, however, that such a demand (a "Registration Demand") may not be made more than four (4) times in the aggregate and may not be made more than once in any twelve-month period; and provided further, the Registration Demand shall not be deemed made if (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided that a Registration Demand will be deemed made by the Selling Holders if the Registration Statement was withdrawn due to a material adverse change in general market conditions or in the Company's business of which the Holder(s) that provided the Demand Notice were aware at the time the Demand Notice was provided), (ii) a stop order, injunction or other order interferes with or prevents the contemplated method of distribution or (iii) the number of Registrable Securities requested to be included in the registration is reduced by 25% or more pursuant to Section 2.1(c), and, in each case, the Registration Expenses (other than Indirect Expenses) are paid by the Holders. Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of the date of such notice. A Registration Demand made by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period or in total.

Registration Upon Request. (a) At any time beginning on after June 30, 1996, Shareholder shall have the date that is 180 days after the closing date of right to make written demand upon the Company's initial public offering, Holders holding an aggregate of at least thirty-three and one-third percent on not more than eight (331/3%) of the then-outstanding Registrable Securities, from time to time, shall be entitled 8) separate occasions (subject to the provisions of this Section 12 hereof) 5.1), to make a written request (a "Demand Notice") register under the Securities Act, the Common Stock, the Preferred Shares, the shares of Common Stock received by Shareholder pursuant to the Company requesting that conversion of the Preferred Shares and any additional Preferred Shares or shares of Common Stock which Shareholder may have acquired after the date hereof to the extent such additional shares were acquired by Shareholder in compliance with the terms of this Agreement (the shares subject to such demand hereunder being referred to as the "Subject Stock"), and the Company effect the registration shall use its reasonable efforts to cause such shares to be registered under the Securities Act of a number of Registrable Securities with a market value of at least twenty million dollars ($20,000,000) on as soon as reasonably practicable so as to permit the date of such request, stating the intended method of disposition of such Registrable Securitiessale thereof; provided, however, that each such a demand shall cover at least five hundred thousand (a "Registration Demand"500,000) may not be made more than four shares of Subject Stock constituting Preferred Shares or one million (41,000,000) times in shares of Subject Stock constituting shares of Common Stock (subject to adjustment for stock splits, reverse stock splits, stock dividends and similar events after the aggregate and may not be made more than once in any twelve-month period; and provided furtherdate hereof). In connection therewith, the Registration Demand shall not be deemed made if (i) Company shall, as expeditiously as possible, prepare and file with the Registration Statement does not become effective Commission, a registration statement under the Securities Act to effect such registration, and use reasonable efforts to cause such registration statement to become and remain effective for at least ninety (including without limitation if 90) days. Shareholder agrees to provide all such information and materials and to take all such action as may be reasonably required in order to permit the Selling Holders withdraw Company to comply with all applicable requirements of the Registration StatementSecurities Act and the Commission and to obtain any desired acceleration of the effective date of such registration statement. If the offering to be registered is to be underwritten, provided that a Registration Demand will the managing underwriter shall be deemed made selected by the Selling Holders if the Registration Statement was withdrawn due Shareholder and shall be reasonably satisfactory to a material adverse change in general market conditions or in the Company's business of which , and Shareholder and such underwriter shall enter into an underwriting agreement containing customary terms and conditions. Notwithstanding the Holder(sforegoing, the Company (i) that provided the Demand Notice were aware at the time the Demand Notice was provided)shall not be obligated to prepare or file more than one such registration statement during any twelve (12) month period, (ii) shall be entitled to postpone for a stop orderreasonable period of time (but in no event more than one hundred-twenty (120) days) the filing of any registration statement otherwise required to be prepared and filed by the Company if (x) the Company is, injunction at such time, conducting or about to conduct an underwritten public offering of securities and is advised by its managing underwriter or underwriters that such offering would, in its or their opinion, be adversely affected by the registration so requested, or (y) the Company determines in good faith that the registration and distribution of the shares of Subject Stock would interfere with any existing or proposed financing, acquisition, disposition, corporate reorganization or other order interferes with or prevents transaction of a similar type involving the contemplated method Company. In the event of distribution or such postponement, Shareholder shall have the right to withdraw the request for registration by giving written notice to the Company within ten (iii10) the number of Registrable Securities requested to be included in the registration is reduced by 25% or more pursuant to Section 2.1(c), and, in each case, the Registration Expenses (other than Indirect Expenses) are paid by the Holders. Within five (5) business days after receipt of a Demand Noticethe notice of postponement (and, in the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of the date event of such notice. A Registration Demand made by any Holder is deemed to withdrawal, such request shall not be made by all Holders counted for purposes of tabulating determining the number of Registration Demands that may be made in any twelve month period or in totalregistrations to which Shareholder is entitled pursuant to this Section 5.1).

Registration Upon Request. (a) At any time beginning on Ashland shall have the date that is 180 days after the closing date of the Company's initial public offering, Holders holding an aggregate of at least thirty-three and one-third percent (331/3%) of the then-outstanding Registrable Securities, from time to time, shall be entitled (subject to Section 12 hereof) right to make a written request demand upon the issuer or, in the case of any Marathon Debt Securities issued by Marathon and guaranteed by USX, issuers of any class of Securities delivered or to be delivered to Ashland as payment of any portion of the Ashland Put Price (a "Demand Notice") both parties hereinafter referred to collectively as the “Issuer”), on not more than six separate occasions (subject to the Company requesting that the Company effect the registration provisions of this Section 10.01), to either, at Ashland’s option, (i) register under the Securities Act all or a portion of such Securities for purposes of a number public offering by Ashland of Registrable such Securities with or (ii) prepare an Offering Memorandum that covers all or a market value portion of such Securities for purposes of a private placement by Ashland of such Securities (either of such requests being referred to herein as a “Demand Registration”) that were not registered under the Securities Act at least twenty million dollars ($20,000,000) the time of issuance thereof to Ashland on the date of such requestClosing Date or Installment Payment Date, stating as the intended method of disposition of such Registrable Securities; providedcase may be, however, that such and the Issuer shall use its best efforts to file a demand (a "Registration Demand") may not be made more than four (4) times in the aggregate and may not be made more than once in any twelve-month period; and provided further, the Registration Demand shall not be deemed made if (i) the Registration Statement does not become effective and cause such Securities to be registered under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided that a Registration Demand will be deemed made by the Selling Holders if the Registration Statement was withdrawn due to a material adverse change in general market conditions or in the Company's business case of which a Demand Registration for a public offering) or to prepare a final Offering Memorandum (in the Holder(scase of a Demand Registration for a private placement) that provided (i) in the Demand Notice were aware at case of any Securities to be delivered to Ashland on the time Closing Date or any Installment Payment Date, not later than the Demand Notice was provided), Scheduled Closing Date or applicable Scheduled Installment Payment Date or (ii) a stop order, injunction or other order interferes with or prevents the contemplated method of distribution or (iii) the number of Registrable Securities requested to be included in the registration is reduced by 25% case of any Securities that have been delivered to Ashland on the Closing Date or more pursuant to Section 2.1(c), andany Installment Payment Date, in each casecase not later than 60 days after such written demand by Ashland; provided that each Demand Registration shall cover Securities having an aggregate fair market value (based on the then-current market value of such Securities or, if such market value cannot be determined, based on the expected offering price of such Securities) equal to (i) in the case of a public offering, $100 million or more, unless Ashland shall hold less than $100 million of Securities, in which event, the Registration Expenses remaining Securities held by Ashland and (other than Indirect Expensesii) are paid by in the Holders. Within five (5) business days after receipt case of a Demand Noticeprivate placement, $25 million or more, unless Ashland shall hold less than $25 million of Securities, in which event, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable remaining Securities in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of the date of such notice. A Registration Demand made held by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period or in totalAshland.

Registration Upon Request. (a) At any time beginning commencing on the date that is 180 days after the closing date of the Company's initial public offeringhereof and continuing thereafter, Holders holding an aggregate of at least thirty-three and one-third percent each Stockholder (331/3%) of the then-outstanding Registrable Securitiesany such Stockholder, from time whether registering securities pursuant to timethis Section 3.1 or Section 3.2, shall be entitled referred to as a "Registering Stockholder") shall have the right to make written demand upon the Company, on not more than five separate occasions (subject to the provisions of this Section 12 hereof) 3.1), to make a written request register under the Securities Act, any common stock or other securities of the Company held by it (a "Demand Notice") the securities subject to such demand hereunder or subject to the Company requesting that provisions of Section 3.2 being referred to in each case as the "Subject Securities"), and the Company effect the registration shall use its best efforts to cause such securities to be registered under the Securities Act of a number of Registrable Securities with a market value of as soon as reasonably practicable so as to permit the sale thereof promptly; provided that each such demand shall cover at least twenty million dollars ________ shares of Common Stock ($20,000,000) subject to adjustment for stock splits, reverse stock splits, stock dividends and similar events after the date hereof). In connection therewith, the Company shall prepare, and as soon as reasonably practicable but in no event later than 90 days of the receipt of the request, file, on Form S-3 if permitted or otherwise on the appropriate form, a registration statement under the Securities Act to effect such registration. Such registration shall be effected in accordance with the intended method or methods of disposition specified by the Registering Stockholders (including, but not limited to, an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act). Each Registering Stockholder agrees to provide all such information and materials and to take all such action as may be reasonably required in order to permit the Company to comply with all applicable requirements of the Securities Act and the SEC and to obtain any desired acceleration of the effective date of such requestregistration statement. If the offering to be registered is to be underwritten, stating the intended method of disposition of such Registrable Securities; providedmanaging underwriter shall be selected by the Registering Stockholders and shall be reasonably satisfactory to the Company. Notwithstanding the foregoing, however, that such a demand the Company (a "Registration Demand"i) may shall not be made obligated to prepare or file more than four (4) times in the aggregate and may not be made more one registration statement other than once in for purposes of a stock option or other employee benefit or similar plan during any twelve-month period; and provided further, the Registration Demand shall not be deemed made if (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided that a Registration Demand will be deemed made by the Selling Holders if the Registration Statement was withdrawn due to a material adverse change in general market conditions or in the Company's business of which the Holder(s) that provided the Demand Notice were aware at the time the Demand Notice was provided), (ii) shall be entitled to postpone for a stop orderreasonable period of time (but in no event later than 60 days), injunction the filing of any registration statement otherwise required to be prepared and filed by the Company if (A) the Company is, at such time, conducting or about to conduct an underwritten public offering of securities and is advised by its managing underwriter or underwriters in writing (with a copy to the Registering Stockholders), that such offering would, in its or their opinion, be materially adversely affected by the registration so requested, or (B) the Company determines in its reasonable judgment and in good faith that the registration and distribution of the Subject Securities would interfere with any announced or imminent material financing, acquisition, disposition, corporate reorganization or other order interferes with or prevents material transaction of a similar type involving the contemplated method Company. In the event of distribution or (iii) the number of Registrable Securities requested to be included in the registration is reduced by 25% or more pursuant to Section 2.1(c), and, in each casesuch postponement, the Registration Expenses (other than Indirect Expenses) are paid Registering Stockholders shall have the right to withdraw the request for registration by giving written notice to the Holders. Within five (5) business Company within 20 days after receipt of a Demand Noticethe notice of postponement (and, in the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of the date event of such notice. A Registration Demand made by any Holder is deemed to withdrawal, such request shall not be made by all Holders counted for purposes of tabulating determining the number of Registration Demands that may be made in any twelve month period or in totalregistrations to which the Registering Stockholders are entitled pursuant to this Section 3.1).

Registration Upon Request. (a) At any time beginning commencing on the date hereof and continuing thereafter, Subscriber shall have the right to make written demand upon Issuer, on not more than two separate occasions (subject to the provisions of this Section 5.01), to register under the Securities Act, shares of Series E Preferred Stock or shares of Common Stock received by Subscriber upon conversion or redemption of shares of Preferred Stock (such shares of Series E Preferred Stock and Common Stock being referred to as the "Subject Stock"), and Issuer shall use its best efforts to cause such shares to be registered under the Securities Act as soon as reasonably practicable so as to permit the sale thereof promptly; provided, however, that each such demand shall cover at least $40 million liquidation preference of Series E Preferred Stock (or any balance thereof exceeding $15 million) or 2 million shares of Common Stock (subject to adjustment for stock splits, reverse stock splits, stock dividends and similar events after the date hereof). In connection therewith, Issuer shall prepare, and within 120 days of the receipt of the request, file, on Form S-3 if permitted or otherwise on the appropriate form, a registration statement under the Securities Act to effect such registration. Subscriber agrees to provide all such information and materials and to take all such action as may be reasonably required in order to permit Issuer to comply with all applicable requirements of the Securities Act, the rules and regulations thereunder and the Securities and Exchange Commission (the "SEC") and to obtain any desired acceleration of the effective date of such registration statement. If the offering to be registered is 180 to be underwritten, the managing underwriter shall be selected by Subscriber and shall be reasonably satisfactory to Issuer and Subscriber shall enter into an underwriting agreement containing customary terms and conditions. Notwithstanding the foregoing, Issuer (i) shall not be obligated to prepare or file more than one registration statement other than for purposes of a stock option or other employee benefit or similar plan during any twelve-month period and (ii) shall be entitled to postpone for a reasonable period of time, the filing of any registration statement otherwise required to be prepared and filed by Issuer if (A) Issuer is, at such time, conducting or about to conduct an underwritten public offering of securities and is advised by its managing underwriter or underwriters in writing (with a copy to Subscriber), that such offering would, in its or their opinion, be materially adversely affected by the registration so requested, or (B) Issuer determines in its reasonable judgment and in good faith that the registration and distribution of the shares of Subject Stock would interfere with any announced or imminent material financing, acquisition, disposition, corporate reorganization or other material transaction of a similar type involving Issuer. In the event of such postponement, Subscriber shall have the right to withdraw the request for registration by giving written notice to Issuer within 20 days after the closing date receipt of the Companynotice of postponement (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of registrations to which Subscriber is entitled pursuant to this Section 5.01). Issuer shall not grant to any other holder of its securities, whether currently outstanding or issued in the future (other than as provided in the Share Purchase Agreement dated as of April 15, 1992 among Issuer and the other parties thereto and the Exchange Agreement dated as of August 20, 1992 among the same parties, as presently in effect, relating to Issuer's initial public offeringformer Series A Cumulative Convertible Preferred Stock and its New Series A Cumulative Convertible Preferred Stock (collectively, Holders holding an aggregate the "Series A Agreements")), any incidental or piggyback registration rights with respect to any registration statement filed pursuant to a demand registration under this Section 5.01. Without the prior consent of at least thirty-three and one-third percent Subscriber (331/3%other than as provided in the Series A Agreements), Issuer will not permit any other holder of its securities to participate in any offering made pursuant to a demand registration under this Section 5.01. In the event that Issuer does not redeem all of the then outstanding shares of Series D Preferred Stock pursuant to Section 4(b) of the then-outstanding Registrable SecuritiesCertificate of Designation of the Series D Preferred Stock (unless Subscriber shall have elected to convert any such shares following receipt of notice of redemption pursuant to Section 4(a) of such Certificate), (i) Subscriber shall be entitled to an additional demand right under the first sentence of this Section 5.01, subject to the minimum offering amounts requirement referred to above and (ii) Issuer shall, from time to time, shall be entitled (subject to Section 12 hereof) to make a written request (a "Demand Notice") to the Company requesting that the Company effect the registration under the Securities Act of a number of Registrable Securities with a market value of at least twenty million dollars ($20,000,000) on the date of such Subscriber's reasonable request, stating provide an opportunity for senior officers of Subscriber to meet with senior officers of Issuer to discuss the intended method business and affairs of disposition of such Registrable Securities; provided, however, that such a demand (a "Registration Demand") may not be made more than four (4) times in the aggregate and may not be made more than once in any twelve-month period; and provided further, the Registration Demand shall not be deemed made if (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided that a Registration Demand will be deemed made by the Selling Holders if the Registration Statement was withdrawn due to a material adverse change in general market conditions or in the Company's business of which the Holder(s) that provided the Demand Notice were aware at the time the Demand Notice was provided), (ii) a stop order, injunction or other order interferes with or prevents the contemplated method of distribution or (iii) the number of Registrable Securities requested to be included in the registration is reduced by 25% or more pursuant to Section 2.1(c), and, in each case, the Registration Expenses (other than Indirect Expenses) are paid by the Holders. Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of the date of such notice. A Registration Demand made by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period or in totalIssuer.

Registration Upon Request. (a) At any time beginning on Ashland shall have the date that is 180 days after the closing date of the Company's initial public offering, Holders holding an aggregate of at least thirty-three and one-third percent (331/3%) of the then-outstanding Registrable Securities, from time to time, shall be entitled (subject to Section 12 hereof) right to make a written request demand upon the issuer or, in the case of any Marathon Debt Securities issued by Marathon and guaranteed by USX, issuers of any class of Securities delivered or to be delivered to Ashland as payment of any portion of the Ashland Put Price (a both parties hereinafter referred to collectively as the "Demand NoticeIssuer") ), on not more than six separate occasions (subject to the Company requesting that the Company effect the registration provisions of this Section 10.01), to either, at Ashland's option, (i) register under the Securities Act all or a portion of such Securities for purposes of a number public offering by Ashland of Registrable such Securities with or (ii) prepare an Offering Memorandum that covers all or a market value portion of such Securities for purposes of a private placement by Ashland of such Securities (either of such requests being referred to herein as a "Demand Registration") that were not registered under the Securities Act at least twenty million dollars ($20,000,000) the time of issuance thereof to Ashland on the date of such requestClosing Date or Installment Payment Date, stating as the intended method of disposition of such Registrable Securities; providedcase may be, however, that such and the Issuer shall use its best efforts to file a demand (a "Registration Demand") may not be made more than four (4) times in the aggregate and may not be made more than once in any twelve-month period; and provided further, the Registration Demand shall not be deemed made if (i) the Registration Statement does not become effective and cause such Securities to be registered under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided that a Registration Demand will be deemed made by the Selling Holders if the Registration Statement was withdrawn due to a material adverse change in general market conditions or in the Company's business case of which a Demand Registration for a public offering) or to prepare a final Offering Memorandum (in the Holder(scase of a Demand Registration for a private placement) that provided (i) in the Demand Notice were aware at case of any Securities to be delivered to Ashland on the time Closing Date or any Installment Payment Date, not later than the Demand Notice was provided), Scheduled Closing Date or applicable Scheduled Installment Payment Date or (ii) a stop order, injunction or other order interferes with or prevents the contemplated method of distribution or (iii) the number of Registrable Securities requested to be included in the registration is reduced by 25% case of any Securities that have been delivered to Ashland on the Closing Date or more pursuant to Section 2.1(c), andany Installment Payment Date, in each casecase not later than 60 days after such written demand by Ashland; provided that each Demand Registration shall cover Securities having an aggregate fair market value (based on the then-current market value of such Securities or, if such market value cannot be determined, based on the expected offering price of such Securities) equal to (i) in the case of a public offering, $100 million or more, unless Ashland shall hold less than $100 million of Securities, in which event, the Registration Expenses remaining Securities held by Ashland and (other than Indirect Expensesii) are paid by in the Holders. Within five (5) business days after receipt case of a Demand Noticeprivate placement, $25 million or more, unless Ashland shall hold less than $25 million of Securities, in which event, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable remaining Securities in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of the date of such notice. A Registration Demand made held by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period or in totalAshland.

Registration Upon Request. Subject to the provisions herein, (ai) At at any time beginning commencing on the date that Closing Date and continuing thereafter, holders of a majority in aggregate principal amount of the Notes (such holders being referred to as the "Note Holders"), holders of a majority of the Warrants determined by reference to the number of shares of Common Stock for which such Warrants are exercisable (such holders being referred to as the "Warrant Holders") and, after April 30, 2001 holders of a majority of the Management Warrants determined by reference to the number of shares of Common Stock for which such Management Warrants are exercisable (such holders being referred to as the "Management Warrant Holders") shall have the right to make written demand upon Newco, on not more than three separate occasions (and may not effect more than one registration each 120 days) for each of the Note, the Warrant and the Management Warrant (subject to the provisions of this Section 2.1) (the Note, Warrant and Management Warrant being referred to as the "Subject Obligations"), to register under the 1933 Act, the portion of the Note, the Warrant or the Management Warrant (but in the case of the Management Warrant, to register the portion of the number of shares of Common Stock for which such Management Warrant is 180 days exercisable in lieu of the Management Warrant) held by such Note Holders, Warrant Holders or Management Warrant Holders, as the case may be (the "Demanding Holders"), and (ii) at any time after the earlier of (A) six months following the closing of an initial public offering of Common Stock or (B) the second anniversary of the Closing Date, but no later than May 25, 2007, holders of a majority of the outstanding Class A Common Stock that was outstanding as of the date of this Agreement whether held by the Company's initial public offeringoriginal holders or by the transferees of such Class A Common Stock from such holders (so long as any such transferee provides evidence reasonably satisfactory to Newco that such transfer is permitted under all applicable federal and state securities laws and under the Shareholders Agreement referred to in the Sale Agreement) or, Holders holding an aggregate if all Class A Common Stock shall have been converted into Common Stock without designation as to class, a majority of at least thirty-three the number of outstanding shares of Common Stock into which such Class A Common Stock outstanding as of the date of this Agreement shall have been converted whether held by the original holders or by transferees of such Class A Common Stock from such holders (so long as any such transferee provides evidence reasonably satisfactory to Newco that such transfer is permitted under all applicable federal and one-third percent state securities laws and under the Shareholders Agreement referred to in the Sale Agreement) (331/3%"Demanding Shareholders") shall have the right to make written demand upon Newco, on not more than two separate occasions (subject to the provisions of this Section 2.1) but may make unlimited demands for registration on Form S-3, if permitted, to register under the 1933 Act the shares of Common Stock held by such shareholders in such amount that such shareholders request to be registered (such Subject Obligations and Common Stock being referred to as the "Subject Securities"), provided that they may not effect more than one registration each 120 days, and Newco shall use its best efforts to cause such securities to be registered under the 1933 Act and take all other action reasonably necessary under state law or regulation as soon as reasonably practicable so as to permit the sale thereof promptly, provided further that, notwithstanding anything in this Agreement to the contrary, the Subject Obligations or Subject Securities, as the case may be, shall cease to be subject to this Section 2.1 and Section 2.2 when (i) a registration statement registering such Subject Obligations or Subject Securities, as the case may be, under the 1933 Act has been declared effective and such Subject Obligations or Subject Securities, as the case may be, have been sold or otherwise transferred by the holder thereof pursuant to such effective registration statement or (ii) such Subject Obligations or Subject Securities, as the case may be, are sold pursuant to Rule 144 (or any successor provision) promulgated under the 1933 Act under circumstances in which any legend borne by such Subject Obligations or Subject Securities relating to restrictions on transferability thereof, under the 1933 Act or otherwise, is removed by Newco. Promptly after receiving any of the above demands for registration, Newco shall give notice in the case of clause (i) of the then-first sentence of this paragraph, to all Note Holders, Warrant Holders or Management Warrant Holders, as the case may be, and in the case of clause (ii) of the first sentence of this paragraph, to all holders of outstanding Registrable Securities, from time to time, shall be entitled (subject to Section 12 hereof) to make a written request (a "Demand Notice") to the Company requesting Class A Common Stock that the Company effect the registration under the Securities Act was outstanding as of a number of Registrable Securities with a market value of at least twenty million dollars ($20,000,000) on the date of such requestthis Agreement, stating whether held by the intended method of disposition original holders or by transferees of such Registrable Securities; provided, however, Common Stock from such holders (so long as any such transferee provides evidence reasonably satisfactory to Newco that such a demand (a "Registration Demand") may not be made more than four (4) times transfer is permitted under all applicable federal and state securities laws and under the Shareholders Agreement referred to in the aggregate Sale Agreement) (or Common Stock undesignated as to class into which such Class A Common Stock outstanding as of the date of this Agreement shall have been converted whether held by the original holders or by transferees (so long as any such transferee provides evidence reasonably satisfactory to Newco that such transfer is permitted under all applicable federal and may not be made more than once in any twelve-month period; state securities laws and provided further, the Registration Demand shall not be deemed made if (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided that a Registration Demand will be deemed made by the Selling Holders if the Registration Statement was withdrawn due Shareholders Agreement referred to a material adverse change in general market conditions or in the Company's business Sale Agreement)) of which the Holder(s) that provided the Demand Notice were aware at the time the Demand Notice was provided)receipt of such demand and provide an opportunity to such holders to participate in such demanded registration by giving notice to Newco, (ii) a stop order, injunction or other order interferes with or prevents the contemplated method of distribution or (iii) the number of Registrable Securities requested to be included in the registration is reduced by 25% or more pursuant to Section 2.1(c), and, in each case, the Registration Expenses (other than Indirect Expenses) are paid by the Holders. Within five (5) business fifteen days after receipt of such notice from Newco, of the number of Subject Securities that such holders desire to register, in which event they shall also be deemed to be Demanding Holders or Demanding Shareholders, as the case may be. In connection therewith, Newco shall prepare, and within 45 days of the receipt of the request, file, on Form S-3 if permitted or within 120 days of the receipt of the request file on the appropriate form if Form S-3 is not available, a Demand Noticeregistration statement under the 1933 Act to effect such registration. Notwithstanding the foregoing, the Company shall notify not be obligated to register securities that are available for resale pursuant to Rule 144(k) promulgated under the 1933 Act. The Demanding Holders or Demanding Shareholders, as the case may be, agree to provide all other Holders such information and offer materials and to them the opportunity take all such action as may be reasonably required in order to include their Registrable Securities in such registration, so long as such other Holders notify the Company in writing permit Newco to comply with all applicable requirements of the amount of Registrable 1933 Act, the rules and regulations thereunder and the Securities that they wish and Exchange Commission (the "SEC") and to register within fifteen (15) business days obtain any desired acceleration of the effective date of such noticeregistration statement. A Registration Demand made by any Holder is deemed If the offering to be made registered is to be underwritten, the managing underwriter shall be selected by all Newco and such underwriter shall be reasonably satisfactory to a majority, measured by Subject Securities holdings, of the Demanding Holders or the Demanding Shareholders, as the case may be, and Newco, the Demanding Holders or the Demanding Shareholders, as the case may be, shall enter into an underwriting agreement containing customary terms and conditions. Notwithstanding the foregoing, Newco shall be entitled to postpone for up to 90 days, the filing of any registration statement otherwise required to be prepared and filed by Newco if Newco is, at such time, conducting or about to conduct an underwritten public offering of securities and is advised by its managing underwriter or underwriters in writing (with a copy to the Demanding Holders or Demanding Shareholders, as the case may be), that such offering would, in its or their opinion, be materially adversely affected by the registration so requested. In the event of such postponement, the Demanding Holders or Demanding Shareholders, as the case may be, by action of a majority in interest thereof, shall have the right to withdraw the request for registration by giving written notice to Newco within 20 days after receipt of the notice of postponement (and, in the event of such withdrawal, such request shall not be counted for purposes of tabulating determining the number of Registration Demands that registrations to which the Demanding Holders or Demanding Shareholders, as the case may be made be, are entitled pursuant to this Section 2.1). Newco shall not grant to any other holder of its securities (other than holders of Common Stock), whether currently outstanding or issued in the future, any twelve month period incidental or in totalpiggyback registration rights with respect to any registration statement filed pursuant to a demand registration under this Section 2.1.

Registration Upon Request. (a) At any time beginning on the date that is 180 days (and from time to time) from and after the earlier to occur of (i) the closing date of the initial issuance, offering and sale to the public of the Company's initial public offeringsecurities pursuant to an effective registration statement under the Securities Act of 1933, Holders holding an aggregate as amended (the "Securities Act"), or (ii) October 31, 1991, and upon the written request of at least thirty-three and one-third percent any Qualified Holder(s) (331/3%as defined below) of the then-outstanding Registrable Securities, from time to time, shall be entitled Securities (subject to Section 12 hereofas defined below) to make a written request (a "Demand Notice") to the Company requesting that the Company effect the registration under the Securities Act and the rules and regulations thereunder of a number of any Registrable Securities with a market value of at least twenty million dollars then held-by such Qualified Holder(s) ($20,000,000) on the date of such request, stating which request shall state the intended method of disposition by such Qualified Holder(s)) the Company shall provide prompt written notice of such requested registration to all holders of Registrable Securities, and thereupon, the Company shall, as expeditiously as may be practicable, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register, for disposition in accordance with the intended method of disposition stated in such request; and (ii) all other Registrable Securities the registered holders of which shall have requested to be registered within 30 days after the receipt of the aforementioned written notice by the Company; all to the extent requisite to permit the disposition by the holder of the shares constituting Registrable Securities to be so sold. The Company shall not be required to effect more than two registrations of Registrable Securities pursuant to this Section 1(a) (the "Requested Registration Limit") and shall not be required to effect any such registration if the anticipated aggregate offering price of the Registrable securities to be registered (net of underwriting discounts, commissions and spreads), is less than $5,000,000 in the aggregate; provided, however, that should the Company fail to comply, with Section 1(c)(ii) hereof, any such a demand (a "Registration Demand") may not be made more than four (4) times in the aggregate and may not be made more than once in any twelve-month period; and provided further, the Registration Demand registration shall not be deemed made if (i) counted in determining the number of available registration requests which remain under the Requested Registration Statement does not become effective Limit; and, provided, further, anything to the contrary in this Section 1 notwithstanding, and irrespective of the Requested Registration Limit, in the event the Company is eligible to effect a registration under the Securities Act using Form S-3 (including without limitation if the Selling Holders withdraw the Registration Statement, provided that a Registration Demand will be deemed made by the Selling Holders if the Registration Statement was withdrawn due to a material adverse change in general market conditions or in the Company's business of which the Holder(s) that provided the Demand Notice were aware at the time the Demand Notice was providedother comparable short-form registration statement), (ii) a stop order, injunction or other order interferes with or prevents the contemplated method of distribution or (iii) the number holders of Registrable Securities requested to be included in the registration is reduced by 25% or more pursuant to Section 2.1(c), and, in each case, the Registration Expenses (other than Indirect Expenses) are paid by the Holders. Within five (5) business days after receipt of having a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of the date of such notice. A Registration Demand made by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period or in total.fair

Registration Upon Request. At any time, but no more than one time in the aggregate, either Investor (the "Initiating Holder") may deliver to the Company written notice of the Initiating Holder's request that the Company cause all or a portion of the Initiating Holder's Registrable Securities and/or Registrable Securities held by any of the Initiating Holder's Affiliates to be registered for resale under the Securities Act pursuant to this Section 2.1 (such registration under this Section 2.1 being referred to as a "Demand Registration"), which written notice shall state (a) At any time beginning the name and address of each Person for whose account Registrable Securities are to be registered for resale pursuant to this Section 2.1, (b) the number and type of Registrable Securities to be so registered on behalf of each such Person and (c) the total number and type of Registrable Securities held by each such Person. No later than fifteen (15) days thereafter, the Company shall use commercially reasonable efforts to cause the trustees (as of the date hereof) under the indentures governing the Notes to deliver to each holder of record of Notes as of the date hereof written notice (the "Notice") that the Initiating Holder has exercised its right to demand registration pursuant to Section 2.1 and that any recipient of the Notice that is 180 an Eligible Holder may request registration of any Registrable Securities then owned by such Eligible Holder or any of its Affiliates by delivering to the Company within thirty (30) days after of the closing date of the Company's initial public offering, Holders holding an aggregate of at least thirty-three and one-third percent Notice (331/3%i) written notice of the then-outstanding number and type of Registrable SecuritiesSecurities it desires to have registered for resale, from time (ii) a written statement setting forth the basis for its belief that it is an Eligible Holder, (iii) an reasonably satisfactory document evidencing such Eligible Holder's agreement to timebecome a party to this Agreement, and (iv) such other information as the Company may reasonably request by means of the Notice for the purpose of registering Registrable Securities of such Eligible Holder. Thereafter, subject to the conditions, limitations and provisions set forth below in Sections 2.4 and 3, WPC and/or WPSC, as applicable, shall be entitled (subject promptly prepare and file, and use its reasonable best efforts to Section 12 hereof) prosecute to make effectiveness, an appropriate filing with the Commission of a written request (a "Demand Notice") registration statement covering, in the aggregate, all of those Registrable Securities with respect to the Company requesting that the Company effect the which registration under the Securities Act of a number of Registrable Securities with a market value of at least twenty million dollars ($20,000,000) on the date of such request, stating the intended method of disposition of such Registrable Securities; provided, however, that such a demand (a "Registration Demand") may not be made more than four (4) times in the aggregate and may not be made more than once in any twelve-month period; and provided further, the Registration Demand shall not be deemed made if (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided that a Registration Demand will be deemed made has been so requested by the Selling Holders if the Registration Statement was withdrawn due to a material adverse change in general market conditions or in the Company's business of which the Holder(s) that provided the Demand Notice were aware at the time the Demand Notice was provided), (ii) a stop order, injunction or other order interferes with or prevents the contemplated method of distribution or (iii) the number of Registrable Securities requested to be included in the registration is reduced by 25% or more pursuant to Section 2.1(c), and, in each case, the Registration Expenses (other than Indirect Expenses) are paid by the Holders. Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of the date of such notice. A Registration Demand made by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period or in totalInitiating Holder.

Registration Upon Request. (a) At any time beginning commencing on the date that is 180 days after the closing date of the Company's initial public offeringhereof and continuing thereafter, Holders holding an aggregate of at least thirty-three and one-third percent each Stockholder (331/3%) of the then-outstanding Registrable Securitiesany such Stockholder, from time whether registering securities pursuant to timethis Section 3.1 or Section 3.2, shall be entitled referred to as a "Registering Stockholder") shall have the right to make written demand upon the Company, on not more than five separate occasions (subject to the provisions of this Section 12 hereof) 3.1), to make a written request register under the Securities Act, any common stock or other securities of the Company held by it (a "Demand Notice") the securities subject to such demand hereunder or subject to the Company requesting that provisions of Section 3.2 being referred to in each case as the "Subject Securities"), and the Company effect the registration shall use its best efforts to cause such securities to be registered under the Securities Act as soon as reasonably practicable so as to permit the sale thereof promptly; provided that each such demand shall cover at least the lesser of a number (i) 10 million shares of Registrable Securities with Common Stock or Preferred Stock convertible into 10 million shares of Common Stock and (ii) shares having a market value of at least twenty $150 million dollars shares of Common Stock ($20,000,000) subject to adjustment for stock splits, reverse stock splits, stock dividends and similar events after the date hereof). In connection therewith, the Company shall prepare, and as soon as reasonably practicable but in no event later than 90 days of the receipt of the request, file, on Form S-3 if permitted or otherwise on the appropriate form, a registration statement under the Securities Act to effect such registration. Such registration shall be effected in accordance with the intended method or methods of disposition specified by the Registering Shareholders (including, but not limited to, an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act). Each Registering Stockholder agrees to provide all such information and materials and to take all such action as may be reasonably required in order to permit the Company to comply with all applicable requirements of the Securities Act and the SEC and to obtain any desired acceleration of the effective date of such requestregistration statement. If the offering to be registered is to be underwritten, stating the intended method of disposition of such Registrable Securities; providedmanaging underwriter shall be selected by the Registering Shareholders and shall be reasonably satisfactory to the Company. Notwithstanding the foregoing, however, that such a demand the Company (a "Registration Demand"i) may shall not be made obligated to prepare or file more than four (4) times in the aggregate and may not be made more one registration statement other than once in for purposes of a stock option or other employee benefit or similar plan during any twelve-month period; and provided further, the Registration Demand shall not be deemed made if (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided that a Registration Demand will be deemed made by the Selling Holders if the Registration Statement was withdrawn due to a material adverse change in general market conditions or in the Company's business of which the Holder(s) that provided the Demand Notice were aware at the time the Demand Notice was provided), (ii) shall be entitled to postpone for a stop orderreasonable period of time (but in no event later than 60 days), injunction the filing of any registration statement otherwise required to be prepared and filed by the Company if (A) the Company is, at such time, conducting or about to conduct an underwritten public offering of securities and is advised by its managing underwriter or underwriters in writing (with a copy to the Registering Shareholders), that such offering would, in its or their opinion, be materially adversely affected by the registration so requested, or (B) the Company determines in its reasonable judgment and in good faith that the registration and distribution of the Subject Securities would interfere with any announced or imminent material financing, acquisition, disposition, corporate reorganization or other order interferes with or prevents material transaction of a similar type involving the contemplated method Company. In the event of distribution or (iii) the number of Registrable Securities requested to be included in the registration is reduced by 25% or more pursuant to Section 2.1(c), and, in each casesuch postponement, the Registration Expenses (other than Indirect Expenses) are paid Registering Shareholders shall have the right to withdraw the request for registration by giving written notice to the Holders. Within five (5) business Company within 20 days after receipt of a Demand Noticethe notice of postponement (and, in the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of the date event of such notice. A Registration Demand made by any Holder is deemed to withdrawal, such request shall not be made by all Holders counted for purposes of tabulating determining the number of Registration Demands that may be made in any twelve month period or in totalregistrations to which the Registering Shareholders are entitled pursuant to this Section 3.1).

Registration Upon Request. (a) At any time beginning on the date that is 180 days after the closing date of the Company's initial public offeringtime, Holders holding an aggregate of at least thirty-three and one-third percent (331/3%) of the then-outstanding Registrable Securities, from time to time, shall be entitled (subject to Section 12 hereof) to make a commencing on the Effective Date, upon the written request (a the "Demand Notice") to the Company of any Qualified Holder(s) (as hereinafter defined) requesting that the Company Big effect the registration under the Securities Act of a number 1933, as amended (the "Securities Act") of Registrable Securities with (as hereinafter defined) to be sold in a market value of firm commitment underwritten public offering for cash, which, in the aggregate, constitute at least twenty million dollars 20% of the shares of Registrable Securities issued to the Shareholder pursuant to the Merger for each registration hereunder, Big shall ($20,000,000within forty-five (45) on days of the receipt of such Notice) file with the Commission a registration statement to register under the Securities Act (a "Demand Registration") the Registrable Securities which Big has been requested to register and use its best efforts to, as expeditiously as may be practicable, have such registration statement declared effective by the Commission, provided that no Qualified Holder(s) shall be permitted to request a Demand Registration within three (3) months of the effective date of such request, stating any registration statement for equity securities of Big (other than on Form S-4 or Form S-8 or any successor or similar form). A request for a Demand Registration will not count as the intended method of disposition use of such right unless the registration statement to which it relates is declared effective under the Securities Act and remains effective for a period (not less than three (3) months sufficient to allow for the orderly sale of the Registrable SecuritiesSecurities covered thereby, except that such exercise shall count if such registration statement is withdrawn because the Qualified Holders, for any reason whatsoever, determine not to proceed with such registration; provided, however, that if any Qualified Holder should elect to withdraw its Registrable Securities from the registration as a result of the proration provisions of Section 3(a) or 3(b) in which such a demand Qualified Holder is not permitted to register at least fifty percent (50%) of the number of shares requested by such Qualified Holder to be registered in such registration (a "Registration Demand50% Withdrawal") may not be made more than four (4) times in the aggregate and may not be made more than once in any twelve-month period; and provided further), the Registration Demand then such request for registration shall not be deemed made if (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided that a Registration Demand will be deemed made by the Selling Holders if the Registration Statement was withdrawn due to a material adverse change in general market conditions or in the Company's business of which the Holder(s) that provided the Demand Notice were aware at the time the Demand Notice was provided), (ii) a stop order, injunction or other order interferes with or prevents the contemplated method of distribution or (iii) the number of Registrable Securities requested to be included in the registration is reduced by 25% or more pursuant to Section 2.1(c), and, in each case, the Registration Expenses (other than Indirect Expenses) are paid by the Holders. Within five (5) business days after receipt of considered a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of the date of such notice. A Registration Demand made by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period or in totalSection 2(a)(iii)(B).

Registration Upon Request. (ai) At any time beginning on the date that is 180 days after the closing date of the Company's initial public offeringtime, Holders holding an aggregate of at least thirty-three and one-third percent (331/3%) of the then-outstanding Registrable Securities, from time to time, shall be entitled commencing with the Effective Time and ending on December 31, 200_ [INSERT FIFTH CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN WHICH THE MERGER OCCURRED] (subject to Section 12 hereof) to make a the "Effective Period"), upon the written request (a "Demand Noticedemand") to the Company of any Qualified Holder(s) (as hereinafter defined) requesting that the Company effect the registration for sale under the Securities Act of a number 1933, as amended (the "Securities Act"), of Registrable Securities with a market value of at least twenty million dollars held by such holders ($20,000,000) on the date of such request, stating the intended method of disposition of or qualify such Registrable Securities; provided, however, that such a demand (a "Registration Demand") may not be made more than four (4) times in Securities for distribution under the aggregate and may not be made more than once in securities laws of any twelve-month period; and provided furtherCanadian jurisdiction), the Registration Demand Company promptly shall not be deemed made if (i) the Registration Statement does not become effective use its best efforts to register under the Securities Act (including without limitation a "Demand Registration") and, if reasonably required by the Selling Holders withdraw Managing Underwriter(s) (as such term is defined in Rule 12b-2 under the Registration StatementSecurities Exchange Act of 1934, as amended (the "Exchange Act")) to file a prospectus under applicable Canadian securities laws, the Registrable Securities which the Company has been requested to register, all to the extent necessary to permit the disposition of such Registrable Securities in accordance with the methods intended by the sellers thereof; provided that a Registration Demand will be deemed made by (i) each such demand shall cover at least U.S. $50,000,000 in Company Common Shares based on the Selling Holders if closing price for the Registration Statement was withdrawn due to a material adverse change in general market conditions or in Company Common Shares on the Company's business NYSE Composite Tape for the last trading day immediately preceding the date of which the Holder(s) that provided the Demand Notice were aware at the time the Demand Notice was provided)demand, (ii) the Qualified Holder(s) shall not be permitted to make a demand within 60 days following the effective date of any registration statement for equity securities of the Company (other than on Form F-4, Form S-4 or Form S-8 or any successor or equivalent form) and (iii) the Company shall not be required to effect more than five Demand Registrations for the Shareholders pursuant to this Section 2(a). An exercise of a Demand Registration right will not count as the use of such right unless the registration statement to which it relates is declared effective under the Securities Act. However, an exercise of a Demand Registration right will count as the use of such right even though the registration statement to which it relates is declared effective if such effective registration statement is interfered with by any stop order, injunction or other order interferes with or prevents requirement of the contemplated method Securities and Exchange Commission (the "Commission") or of distribution another governmental agency or (iii) the number of Registrable Securities requested court due to be included a material misrepresentation in the registration is reduced or material omission from information provided in writing by 25% or more pursuant to Section 2.1(c), and, in each case, the Registration Expenses (other than Indirect Expenses) are paid such Qualified Holder expressly for inclusion by the Holders. Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities such Qualified Holder in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of the date of such notice. A Registration Demand made by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period or in totalregistration statement.

Registration Upon Request. (a) At Promptly upon the written request by the holders of a majority of the Shares, as one group, made at any time beginning on the date that is 180 days after the closing date of the Company's initial public offering, Holders holding an aggregate of at least thirty-three and one-third percent (331/3%) of the then-outstanding Registrable Securities, or from time to time, shall be entitled (subject to Section 12 hereof) to make a written request (a "Demand Notice") to the Company requesting that the Company effect the registration under the Securities Act of a number of Registrable Securities with a market value of at least twenty million dollars ($20,000,000) on the date and, in any event, within 90 days of such request, stating the intended method Company shall use its reasonable efforts to file a registration statement under the United States Securities Act of disposition 1933 and the rules and regulations thereunder, all as amended from time to time (collectively, the "Act"), covering all Shares that any Preferred Shareholders desire to register, and shall use its reasonable efforts to cause such registration statement to become effective as soon as practicable. The Company shall promptly notify any Preferred Shareholders who are then holders of Shares, other than those requesting the registration, and afford them the opportunity of including in the registration such Registrable Securities; provided, however, that such Shares owned by them as they shall specify in a demand (written notice delivered to the Company within 30 days after their receipt of the Company's notice of the proposed filing. No other persons shall be entitled to include any securities in any registration pursuant to this Section 1 without the consent of a "Registration Demand") may majority in interest of the Investors participating in the registration. The Company shall not be made required to effect more than four (4) times in the an aggregate and may of two registrations pursuant to this Section 1, shall not be made required to effect more than one registration during any 12-month period pursuant to this Section 1, and shall not be required to effect any registration for any Preferred Shareholder who could dispose of all of its Shares within 12 months without registration pursuant to Rule 144 promulgated under the Act. In addition, the Company shall not be required to effect any registration pursuant to this Section 1 prior to the second anniversary of the closing of the Company's first public offering of its securities registered under the Act. The Company shall have the right to defer filing a registration statement under the Act pursuant to this Section 1 not more than once in any twelve12-month period; and provided further, the Registration Demand shall not be deemed made if (i) the Registration Statement does not become effective under the Securities Act (including without limitation period if the Selling Holders withdraw Board of the Registration Statement, provided that a Registration Demand will be deemed made by the Selling Holders if the Registration Statement was withdrawn due to a material adverse change in general market conditions or in the Company's business Directors of which the Holder(s) that provided the Demand Notice were aware at the time the Demand Notice was provided), (ii) a stop order, injunction or other order interferes with or prevents the contemplated method of distribution or (iii) the number of Registrable Securities requested to be included in the registration is reduced by 25% or more pursuant to Section 2.1(c), and, in each case, the Registration Expenses (other than Indirect Expenses) are paid by the Holders. Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer determine that it would be seriously detrimental to them the opportunity to include their Registrable Securities in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of file such registration statement at the date the filing would otherwise be required under this Agreement, in which case the Company shall have an additional period of not more than 120 days within which to file such notice. A Registration Demand made by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period or in totalregistration statement.

Registration Upon Request. (a) At any time beginning on after the date that is 180 days after hereof, ------------------------- the closing date of the Company's initial public offering, Majority Holders holding an aggregate of at least thirty-three and one-third percent (331/3%) of the then-outstanding Registrable Securities, from time to time, shall be entitled (subject to Section 12 hereof) to make a may request by written request (a "Demand Notice") notice to the Company requesting that the Company effect the registration under the Securities Act of a their Registrable Securities. Such notice shall set forth (i) the number of shares of Registrable Securities with a market value to be included; (ii) the names of at least twenty million dollars the Selling Holders and the amounts to be sold by each; and ($20,000,000iii) on the date of such request, stating the intended method of disposition of such Registrable Securities; providedshares and shall contain an undertaking by such Holders to pay all Registration Expenses with respect to such registration (as incurred and in all events prior to the effectiveness of such registration). Upon receipt of such request, howeverand so long as the registration may be accomplished through the use of a Registration Statement on Form S-3 or then comparable form, that such a demand the Company shall use its best efforts to prepare and file, as expeditiously as possible (a "Registration Demand") may but not be made more than four (4) times in the aggregate and may not be made more than once in any twelve-month period; and provided further90 days from receipt of such request), the Registration Demand shall not be deemed made if (i) the a Registration Statement does not become effective with the SEC under the Securities Act with respect to all of the Registrable Securities that Holders of such securities have requested that the Company register, and shall use its best efforts to cause such Registration Statement to become effective. The registration rights contemplated by this Section 2.1 may only be exercised once during each twelve (including without limitation 12) month period of the term of this Agreement commencing on the date hereof (but in no event more than twice) and only if the Selling Holders withdraw have an actual intent to currently sell all of the Registration StatementRegistrable Securities included in such registration. Notwithstanding the foregoing, provided that a Registration Demand will be deemed made by the Selling Holders if the Registration Statement was withdrawn due to a material adverse change in general market conditions or in the Company's business of which the Holder(s) event that provided the Demand Notice were aware at the time the Demand Notice was provided), (ii) a stop order, injunction or other order interferes with or prevents the contemplated method of distribution or (iii) the number of Registrable Securities requested to be included in the registration is reduced by 25% or more demanded pursuant to this Section 2.1(c)2.1, and, in each caseprior to effectiveness of any Registration Statement filed pursuant to such demand, the Registration Expenses (other than Indirect Expenses) are paid by Company determines in its sole judgment that the Holders. Within five (5) business days after receipt of a Demand Noticeshares for which registration is requested cannot be sold without adversely affecting the Company or its existing stockholders, the Company shall notify all have the option to require the Selling Holders to withdraw such registration demand and not make any other Holders and offer demand for a period of up to them one hundred twenty (120) days. In addition, in the opportunity to include their Registrable Securities in such registration, so long as such other Holders notify event that the Company makes such a determination after a Registration Statement has been filed pursuant to this Section 2.1 and has become effective, the Company shall have the option to require the Selling Holders to refrain from selling any shares pursuant to such Registration Statement for a period of up to one hundred twenty (120) days. If the Company exercises any such option, the demand rights pursuant to this Section 2.1 shall not be reduced or diminished hereby. In no event shall the Company exercise the options set forth in writing of the amount of Registrable Securities that they wish to register within fifteen this paragraph more than once during any consecutive twelve (1512) business days of the date of such notice. A Registration Demand made by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period or in totalperiod.

Registration Upon Request. (a) At If the Company shall be requested in writing at any time beginning on the date that is 180 days after the closing date of the Company's initial public offering, Holders holding an aggregate of at least thirty-three and one-third percent (331/3%) of the then-outstanding Registrable Securities, or from time to timetime by any of CHP, shall be entitled Dresdner and Offshore (subject hereinafter the "Initiating Stockholder"), to Section 12 hereof) to make a written request (a "Demand Notice") to the Company requesting that the Company effect the registration under the Securities Act of a number of Registrable shares of Common Stock or Preferred Stock (which request shall specify the aggregate number of shares of Common Stock and Preferred Stock intended to be offered and sold by the Initiating Stockholder, shall describe the nature or method of the proposed offer and sale thereof and shall contain an undertaking by the Initiating Stockholder to cooperate with the Company in order to permit the Company to comply with all applicable requirements of the Securities with a market value Act and the rules and regulations thereunder and to obtain acceleration of at least twenty million dollars ($20,000,000) on the effective date of such request, stating the intended method of disposition of such Registrable Securities; provided, however, that such a demand (a "Registration Demand") may not be made more than four (4) times in the aggregate and may not be made more than once in any twelve-month period; and provided furtherregistration statement), the Registration Demand Company shall not be deemed made if (i) promptly notify each of the Registration Statement does not become remaining Stockholders of such proposed registration, and (ii) use its best efforts to effect, as expeditiously as possible, the registration (and to keep such registration continuously effective until all of the shares covered thereby have been distributed) on an appropriate form under the Securities Act (including without limitation if of the Selling Holders withdraw Common Stock and Preferred Stock which the Registration Statement, provided that a Registration Demand will be deemed made Company has been requested to register by the Selling Holders if Initiating Stockholder and each other Stockholder requesting registration by notice to the Registration Statement was withdrawn due to a material adverse change in general market conditions or in Company within 20 days of delivery of the Company's business notice, subject to the limitations set forth in Section 5(c)(1) hereof. If the Initiating Stockholder so elects, the offering of which all or a portion of such Common Stock and Preferred Stock pursuant to the Holder(s) that provided the Demand Notice were aware at the time the Demand Notice was provided), (ii) a stop order, injunction or other order interferes with or prevents the contemplated method of distribution or (iii) the number of Registrable Securities requested to registration shall be included in the registration is reduced by 25% form of an underwritten offering and the managing underwriter or more pursuant to Section 2.1(c), and, in each case, the Registration Expenses (other than Indirect Expenses) are paid underwriters selected for such offering shall be selected by the HoldersInitiating Stockholder and reasonably acceptable to the Company. Within five (5) business days after receipt of a Demand Notice, The Initiating Stockholder shall provide the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration, so long as such other Holders notify the Company in writing with notice of the amount of Registrable Securities that they wish to register within fifteen (15) business days identify of the date managing underwriter or underwriters it has selected a reasonable time prior to the commencement of any such notice. A Registration Demand made by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period or in totalunderwritten offering.

Registration Upon Request. Promptly upon the written request by (ai) At ------------------------- the holders of 25% of the Shares at the time outstanding (measured based upon the number of Common Stock equivalents) or (ii) either of X.X. Xxxxxx Investment Corporation ("Xxxxxx") or Oracle Corporation ("Oracle"), made at any time beginning on the date that is 180 days after the closing date of the Company's initial public offering, Holders holding an aggregate of at least thirty-three and one-third percent (331/3%) of the then-outstanding Registrable Securities, or from time to time, shall be entitled (subject to Section 12 hereof) to make a written request (a "Demand Notice") to the Company requesting that the Company effect the registration under the Securities Act of a number of Registrable Securities with a market value of at least twenty million dollars ($20,000,000) on the date and, in any event, within 60 days of such request, stating the intended method Company shall file a registration statement under the Act covering all Shares that any holders of disposition Shares desire to register and shall use its best efforts to cause such registration statement to become effective as soon as practicable. The Company shall promptly notify any holders of Shares other than those requesting the registration and afford them the opportunity of including in the registration such Registrable SecuritiesShares owned by them as they shall specify in a written notice delivered to the Company within 30 days after their receipt of the Company's notice of the proposed filing of the registration statement. No other persons (including the Company) shall be entitled to include any securities in any registration pursuant to this Paragraph 1 without the consent of a majority in interest of the participating holders. Subject to the next sentence of this paragraph, the Company shall not be required to effect more than four registrations (exclusive of registrations on Form S-3, or a successor form) pursuant to this Paragraph 1, and shall not be required to effect more than one registration during any six month period pursuant to this Paragraph 1; provided, -------- however, that unless 90% or more of the Shares which the holders thereof seek to ------- register pursuant to this paragraph 1 are registered in a particular registration, such a demand (a "Registration Demand") may not be made more than four (4) times in the aggregate and may not be made more than once in any twelve-month period; and provided further, the Registration Demand registration shall not be deemed made if a registration for purposes of the limitation set forth in this sentence. The Company shall be required to effect two registrations demanded by Xxxxxx and two registrations demanded by Oracle of which three may be counted toward the Company's obligation to effect four registrations under the previous sentence of this paragraph. In addition, the Company shall not be required to effect any registration pursuant to this Paragraph 1 until the earlier to occur of (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided that a Registration Demand will be deemed made completion by the Selling Holders if Company of at least one public offering of its securities (other than an offering solely to employees of the Registration Statement was withdrawn due to a material adverse change in general market conditions Company and its subsidiaries) or in the Company's business of which the Holder(s) that provided the Demand Notice were aware at the time the Demand Notice was provided), (ii) a stop orderOctober 1, injunction or other order interferes with or prevents 1995, provided -------- that the contemplated method proposed offering price of distribution or (iii) the number of Registrable Securities requested Shares to be included registered is at least $1,500,000 (or $500,000 in the registration is reduced by 25% or more pursuant to Section 2.1(c), and, in each case, the Registration Expenses (other than Indirect Expenses) are paid by the Holders. Within five (5) business days after receipt case of a Demand Noticeregistration on Form S-3, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of the date of such notice. A Registration Demand made by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period or in totala successor form).

Registration Upon Request. (a) At any time beginning on Ashland shall have the date that is 180 days after the closing date of the Company's initial public offering, Holders holding an aggregate of at least thirty-three and one-third percent (331/3%) of the then-outstanding Registrable Securities, from time to time, shall be entitled (subject to Section 12 hereof) -------------------------- right to make a written request demand upon the issuer or, in the case of any Marathon Debt Securities issued by Marathon and guaranteed by USX, issuers of any class of Securities delivered or to be delivered to Ashland as payment of any portion of the Ashland Put Price (a both parties hereinafter referred to collectively as the "Demand NoticeIssuer") ), on not more than six separate occasions (subject to the Company requesting that the Company effect the registration ------ provisions of this Section 10.01), to either, at Ashland's option, (i) register under the Securities Act all or a portion of such Securities for purposes of a number public offering by Ashland of Registrable such Securities with or (ii) prepare an Offering Memorandum that covers all or a market value portion of such Securities for purposes of a private placement by Ashland of such Securities (either of such requests being referred to herein as a "Demand Registration") that were not registered under ------------------- the Securities Act at least twenty million dollars ($20,000,000) the time of issuance thereof to Ashland on the date of such requestClosing Date or Installment Payment Date, stating as the intended method of disposition of such Registrable Securities; providedcase may be, however, that such and the Issuer shall use its best efforts to file a demand (a "Registration Demand") may not be made more than four (4) times in the aggregate and may not be made more than once in any twelve-month period; and provided further, the Registration Demand shall not be deemed made if (i) the Registration Statement does not become effective and cause such Securities to be registered under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided that a Registration Demand will be deemed made by the Selling Holders if the Registration Statement was withdrawn due to a material adverse change in general market conditions or in the Company's business case of which a Demand Registration for a public offering) or to prepare a final Offering Memorandum (in the Holder(scase of a Demand Registration for a private placement) that provided (i) in the Demand Notice were aware at case of any Securities to be delivered to Ashland on the time Closing Date or any Installment Payment Date, not later than the Demand Notice was provided), Scheduled Closing Date or applicable Scheduled Installment Payment Date or (ii) a stop order, injunction or other order interferes with or prevents the contemplated method of distribution or (iii) the number of Registrable Securities requested to be included in the registration is reduced by 25% case of any Securities that have been delivered to Ashland on the Closing Date or more pursuant to Section 2.1(c), andany Installment Payment Date, in each casecase not later than 60 days after such written demand by Ashland; provided that each -------- Demand Registration shall cover Securities having an aggregate fair market value (based on the then-current market value of such Securities or, if such market value cannot be determined, based on the expected offering price of such Securities) equal to (i) in the case of a public offering, $100 million or more, unless Ashland shall hold less than $100 million of Securities, in which event, the Registration Expenses remaining Securities held by Ashland and (other than Indirect Expensesii) are paid by in the Holders. Within five (5) business days after receipt case of a Demand Noticeprivate placement, $25 million or more, unless Ashland shall hold less than $25 million of Securities, in which event, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable remaining Securities in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of the date of such notice. A Registration Demand made held by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period or in totalAshland.

Registration Upon Request. (a) At Subject to the conditions, limitations, restrictions and provisions set forth in Sections 4.2 and 4.4 hereof, the Required Investors may, at any time beginning on the date that is 180 days or from time to time from and after the closing date first anniversary of the Companyclosing of the Corporation's initial public offering, Holders holding an aggregate of at least thirty-three and one-third percent (331/3%) notify the Corporation in writing that such Required Investors desire that the Corporation effect, pursuant to this Section 4.1, a registration on Form S-3 with respect to all or any number of the then-outstanding Registrable Securities, from time to time, Shares owned by such Required Investors. Such written notice by such Required Investors shall be entitled (subject to Section 12 hereof) to make a written request (a "Demand Notice") to the Company requesting that the Company effect the registration under the Securities Act of a number of Registrable Securities with a market value of at least twenty million dollars ($20,000,000) on the date of such request, stating specify the intended method of disposition of such Registrable Securities; providedShares. Upon receipt of such written notice from the Required Investors the Corporation shall promptly notify in writing all other Investors that it has received such written notice, howeverand such other Investors shall have a period of twenty (20) business days following receipt of such written notice from the Corporation to notify the Corporation in writing whether such other Investors, or any of them, desire to have any of their Registrable Shares included in such registration on Form S-3 pursuant to this Section 4.1 (those of such other Investors that desire to have any of their Registrable Shares included in such a demand (a registration on Form S-3 being hereinafter referred to, collectively, with the Required Investors who gave notice under this Section 4.1, as the "Registration DemandShelf Requesting Investors") may not be made more than four (4) times ). Thereafter, subject to the conditions, limitations, restrictions and provisions set forth below in Sections 4.3, 4.5 and 4.6 hereof and subject to compliance by the aggregate Required Investors with the conditions, limitations, restrictions and may not be made more than once provisions of Sections 4.2 and 4.4 hereof in making any twelve-month period; and provided furtherrequest pursuant to this Section 4.1 hereof, the Registration Demand shall not Corporation shall, promptly following the expiration of such twenty (20) business day period, prepare and file with the Commission, and use best efforts to prosecute to effectiveness, a registration statement on Form S-3 covering all of those Registrable Shares that the Shelf Requesting Investors have requested to be deemed made if (i) the Registration Statement does not become effective registered under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided that a Registration Demand will be deemed made by the Selling Holders if the Registration Statement was withdrawn due to a material adverse change in general market conditions or in the Company's business of which the Holder(s) that provided the Demand Notice were aware at the time the Demand Notice was provided), (ii) a stop order, injunction or other order interferes with or prevents the contemplated method of distribution or (iii) the number of Registrable Securities requested to be included in the registration is reduced by 25% or more on Form S-3 pursuant to this Section 2.1(c), and, in each case4.1. Subject to the provisions of Section 4.3 hereof, the Registration Expenses (other than Indirect Expenses) are paid by the Holders. Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to Corporation may include their Registrable Securities in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of the date of such notice. A Registration Demand made by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period registration on Form S-3 pursuant to this Section 4.1 additional shares of Common Stock for sale for its own account or in totalfor the account of any other Person.

Registration Upon Request. Subject to the conditions, limitations, restrictions and provisions set forth in Sections 2.2, 2.4 and 2.5 hereof, the Required Investors may, at any time or from time to time from and after the earlier to occur of (a) At any time beginning on the date that is 180 days after the closing date of the CompanyCorporation's initial public offeringoffering and (b) March 17, Holders holding an aggregate of at least thirty-three and one-third percent (331/3%) 2002, notify the Corporation in writing that such Required Investors desire the Corporation to cause all or any number of the then-outstanding Registrable Securities, from time Shares held by such Required Investors to time, shall be entitled (subject to Section 12 hereof) to make a written request (a "Demand Notice") to the Company requesting that the Company effect the registration registered under the Securities Act of a number of Registrable Securities with a market value of at least twenty million dollars ($20,000,000) on Act, pursuant to this Section 2.1, for sale to the date of such request, stating public. Such written notice by the Required Investors shall specify the intended method of disposition of such Registrable Securities; providedShares. Upon receipt of such written notice from the Required Investors, howeverthe Corporation shall promptly notify in writing all other Investors that it has received such written notice from the Required Investors, and such other Investors shall have a period of twenty (20) business days following receipt of such written notice from the Corporation to notify the Corporation in writing whether such other Investors, or any of them, desire to have any of their Registrable Shares registered under the Securities Act, pursuant to this Section 2.1, for sale to the public. Thereafter, subject to the conditions, limitations, restrictions and provisions set forth below in Sections 2.3, 2.6 and 2.7 hereof and subject to compliance by the Required Investors with the conditions, limitations, restrictions and provisions of Sections 2.2, 2.4 and 2.5 hereof in making any request pursuant to this Section 2.1, the Corporation shall, promptly following the expiration of such twenty (20) business day period, prepare and file, and use best efforts to prosecute to effectiveness, an appropriate filing with the Commission of a registration statement covering all of those Registrable Shares that the Required Investors and such a demand other Investors (a collectively, with the Required Investors who gave notice under this Section 2.1, the "Registration DemandRequesting Investors") may not have requested to be made more than four (4) times in the aggregate and may not be made more than once in any twelve-month period; and provided further, the Registration Demand shall not be deemed made if (i) the Registration Statement does not become effective registered under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided that a Registration Demand will be deemed made by the Selling Holders if the Registration Statement was withdrawn due to a material adverse change in general market conditions or in the Company's business of which the Holder(s) that provided the Demand Notice were aware at the time the Demand Notice was provided), (ii) a stop order, injunction or other order interferes with or prevents the contemplated method of distribution or (iii) the number of Registrable Securities requested to be included in the registration is reduced by 25% or more pursuant to this Section 2.1(c), and, in each case2.1. Subject to the provisions of Section 2.3 hereof, the Registration Expenses (other than Indirect Expenses) are paid by the Holders. Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to Corporation may include their Registrable Securities in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of the date of such notice. A Registration Demand made by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period registration pursuant to this Section 2.1 additional shares of Common Stock for sale for its own account or in totalfor the account of any other Person.

Registration Upon Request. (a) At any time beginning on From and after the first anniversary of the date that is 180 days after of effectiveness of this Agreement, Parent shall have the closing date of right to make written demand upon the Company's initial public offering, Holders holding an aggregate of at least thirty-three and one-third percent (331/3%) of the then-outstanding Registrable Securities, from time to time, shall be entitled on not more than five separate occasions (subject to the provisions of this Section 12 hereof) 5.1), to make a written request (a "Demand Notice") to the Company requesting that the Company effect the registration register under the Securities 1933 Act of a number of Registrable Securities with a market value of at least twenty million dollars ($20,000,000) on the date of such request, stating the intended method of disposition of such Registrable Securities; provided, however, that such a demand (a "Registration Demand") may not be made more than four (4) times in the aggregate and may not be made more than once in any twelve-month period; and provided further, the Registration Demand shall not be deemed made if (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided that a Registration Demand will be deemed made by the Selling Holders if the Registration Statement was withdrawn due to a material adverse change in general market conditions or in the Company's business shares of which the Holder(s) that provided the Demand Notice were aware at the time the Demand Notice was provided)Redeemable Preferred Stock, (ii) a stop ordershares of Common Stock issued to Shareholder pursuant to the Share Purchase Agreement, injunction acquired upon conversion of the Convertible Preferred Stock, or other order interferes acquired in accordance with or prevents the contemplated method Section 6.1 of distribution this Agreement or (iii) at any time after December 16, 1999, shares of Convertible Preferred Stock (the number of Registrable Securities requested shares subject to such demand hereunder being referred to as the "Subject Stock"), and the Company shall use its best efforts to cause such shares to be included registered under the 1933 Act as soon as reasonably practicable so as to permit the sale thereof promptly; provided that each such demand shall cover at least (A) $50,000,000 liquidation preference of Redeemable Preferred Stock, (B) $100,000,000 liquidation preference of Convertible Preferred Stock or (C) 5,000,000 shares of Common Stock, in the registration is reduced by 25% case of the first such demand relating to Common Stock, or more pursuant 2,500,000 shares of Common Stock in any subsequent demand relating to Section 2.1(cCommon Stock (subject in each case to adjustment for stock splits, reverse stock splits, stock dividends and similar events after the date hereof), and, in each case, as the Registration Expenses (other than Indirect Expenses) are paid by the Holderscase may be. Within five (5) business days after receipt of a Demand NoticeIn connection therewith, the Company shall notify all other Holders as promptly as practicable prepare, file (on Form S-3 if permitted or otherwise on the appropriate form) and offer use its best efforts to them cause to become effective a registration statement under the opportunity 1933 Act to include their Registrable Securities in effect such registration, so long . Parent and Shareholder agree to provide all such information and materials and to take all such action as such other Holders notify may be reasonably required in order to permit the Company in writing to comply with all applicable requirements of the amount of Registrable Securities that they wish 1933 Act and the Commission and to register within fifteen (15) business days obtain any desired acceleration of the effective date of such notice. A Registration Demand made by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period or in totalregistration statement.

Registration Upon Request. (a) At any time beginning on the date that is 180 days As soon as practicable after the closing date of the Company's initial public offering, Holders holding an aggregate of at least thirty-three and one-third percent (331/3%) of the then-outstanding Registrable Securities, from time to time, shall be entitled (subject to Section 12 hereof) to make a written request (a "Demand Notice") of Cathay, and, in any event, within 90 days of such request, BFC shall use commercially reasonable efforts to the Company requesting that the Company effect the file one registration statement under the Securities Act of a number 1933 and the rules and regulations thereunder, all as amended from time to time (collectively, the “Act”), covering all Shares that Cathay desires to register, and shall use commercially reasonable efforts to cause such registration statement to become effective as soon as practicable. No other persons shall be entitled to include any securities in any registration pursuant to this Section 1 without the consent of Registrable Securities with a market value of at least twenty million dollars ($20,000,000) on the date of such request, stating the intended method of disposition of such Registrable Securities; provided, however, that such a demand (a "Registration Demand") may Cathay. BFC shall not be made required to effect, or to take any action to effect, more than four (4) times in the aggregate and may one registration pursuant to this Section 1. In addition, BFC shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1 if Cathay proposes to dispose of Shares that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 3. BFC shall have the right to defer filing a registration statement under the Act pursuant to this Section 1 not more than once in any twelve12-month period; and provided furtherperiod if the Board of the Directors of BFC shall determine that it would be seriously detrimental to BFC to file such registration statement at the date the filing would otherwise be required under this Rights Agreement, in which case BFC shall have an additional period of not more than 120 days within which to file such registration statement. If Cathay intends to distribute the Registration Demand Shares covered by its request under this Section 1 by means of an underwriting, it shall so advise BFC as a part of its request made pursuant to this Section 1. The underwriter may be selected by Cathay but shall be subject to the approval of BFC, which shall not be deemed made if (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided that a Registration Demand will be deemed made by the Selling Holders if the Registration Statement was withdrawn due to a material adverse change in general market conditions or in the Company's business of which the Holder(s) that provided the Demand Notice were aware at the time the Demand Notice was provided), (ii) a stop order, injunction or other order interferes with or prevents the contemplated method of distribution or (iii) the number of Registrable Securities requested to be included in the registration is reduced by 25% or more pursuant to Section 2.1(c), and, in each case, the Registration Expenses (other than Indirect Expenses) are paid by the Holders. Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of the date of such notice. A Registration Demand made by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period or in totalunreasonably withheld.

Registration Upon Request. (a) At If the Company shall be requested in writing at any time beginning on the date that is 180 days after the closing date of the Company's initial public offering, Holders holding an aggregate of at least thirty-three and one-third percent (331/3%) of the then-outstanding Registrable Securities, or from time to timetime by any of CHP, shall be entitled Offshore or Dresdner (subject hereinafter the "Initiating Stockholder"), to Section 12 hereof) to make a written request (a "Demand Notice") to the Company requesting that the Company effect the registration under the Securities Act of a number of Registrable shares of Common Stock or Preferred Stock (which request shall specify the aggregate number of shares of Common Stock and Preferred Stock intended to be offered and sold by the Initiating Stockholder, shall describe the nature or method of the proposed offer and sale thereof and shall contain an undertaking by the Initiating Stockholder to cooperate with the Company in order to permit the Company to comply with all applicable requirements of the Securities with a market value Act and the rules and regulations thereunder and to obtain acceleration of at least twenty million dollars ($20,000,000) on the effective date of such request, stating the intended method of disposition of such Registrable Securities; provided, however, that such a demand (a "Registration Demand") may not be made more than four (4) times in the aggregate and may not be made more than once in any twelve-month period; and provided furtherregistration statement), the Registration Demand Company shall not be deemed made if (i) promptly notify each of the Registration Statement does not become remaining Stockholders of such proposed registration, and (ii) use its best efforts to effect, as expeditiously as possible, the registration (and to keep such registration continuously effective until all of the shares covered thereby have been distributed) on an appropriate form under the Securities Act (including without limitation if of the Selling Holders withdraw Common Stock and Preferred Stock which the Registration Statement, provided that a Registration Demand will be deemed made Company has been requested to register by the Selling Holders if Initiating Stockholder and each other Stockholder requesting registration by notice to the Registration Statement was withdrawn due to a material adverse change in general market conditions or in Company within 20 days of delivery of the Company's business notice, subject to the limitations set forth in Section 6(c)(1) hereof. If the Initiating Stockholder so elects, the offering of which all or a portion of such Common Stock and Preferred Stock pursuant to the Holder(s) that provided the Demand Notice were aware at the time the Demand Notice was provided), (ii) a stop order, injunction or other order interferes with or prevents the contemplated method of distribution or (iii) the number of Registrable Securities requested to registration shall be included in the registration is reduced by 25% form of an underwritten offering and the managing underwriter or more pursuant to Section 2.1(c), and, in each case, the Registration Expenses (other than Indirect Expenses) are paid underwriters selected for such offering shall be selected by the HoldersInitiating Stockholder and reasonably acceptable to the Company. Within five (5) business days after receipt of a Demand Notice, The Initiating Stockholder shall provide the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration, so long as such other Holders notify the Company in writing with notice of the amount of Registrable Securities that they wish to register within fifteen (15) business days identify of the date managing underwriter or underwriters it has selected a reasonable time prior to the commencement of any such notice. A Registration Demand made by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period or in totalunderwritten offering.

Registration Upon Request. (ai) At any time beginning on the date that is 180 days after the closing date of the Company's initial public offeringtime, Holders holding an aggregate of at least thirty-three and one-third percent (331/3%) of the then-outstanding Registrable Securities, from time to time, shall be entitled (subject to Section 12 hereof) to make a commencing on the Effective Date, upon the written request (a the "Demand Notice") to the Company of any Qualified Holder(s) (as hereinafter defined) requesting that the Company Big effect the registration under the Securities Act of a number 1933, as amended (the "Securities Act") of Registrable Securities with (as hereinafter defined) to be sold in a market value of firm commitment underwritten public offering for cash, which, in the aggregate, constitute at least twenty million dollars 20% of the shares of Registrable Securities issued to the Shareholder pursuant to the Merger for each registration hereunder, Big shall ($20,000,000within forty-five (45) on days of the receipt of such Notice) file with the Commission a registration statement to register under the Securities Act (a "Demand Registration") the Registrable Securities which Big has been requested to register and use its best efforts to, as expeditiously as may be practicable, have such registration statement declared effective by the Commission, provided that no Qualified Holder(s) shall be permitted to request a Demand Registration within three (3) months of the effective date of such request, stating any registration statement for equity securities of Big (other than on Form S-4 or Form S-8 or any successor or similar form). A request for a Demand Registration will not count as the intended method of disposition use of such right unless the registration statement to which it relates is declared effective under the Securities Act and remains effective for a period (not less than three (3) months sufficient to allow for the orderly sale of the Registrable SecuritiesSecurities covered thereby, except that such exercise shall count if such registration statement is withdrawn because the Qualified Holders, for any reason whatsoever, determine not to proceed with such registration; provided, however, that if any Qualified Holder should elect to withdraw its Registrable Securities from the registration as a result of the proration provisions of Section 3(a) or 3(b) in which such a demand Qualified Holder is not permitted to register at least fifty percent (50%) of the number of shares requested by such Qualified Holder to be registered in such registration (a "Registration Demand50% Withdrawal") may not be made more than four (4) times in the aggregate and may not be made more than once in any twelve-month period; and provided further), the Registration Demand then such request for registration shall not be deemed made if (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided that a Registration Demand will be deemed made by the Selling Holders if the Registration Statement was withdrawn due to a material adverse change in general market conditions or in the Company's business of which the Holder(s) that provided the Demand Notice were aware at the time the Demand Notice was provided), (ii) a stop order, injunction or other order interferes with or prevents the contemplated method of distribution or (iii) the number of Registrable Securities requested to be included in the registration is reduced by 25% or more pursuant to Section 2.1(c), and, in each case, the Registration Expenses (other than Indirect Expenses) are paid by the Holders. Within five (5) business days after receipt of considered a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of the date of such notice. A Registration Demand made by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period or in totalSection 2(a)(iii)(B).