Common use of Request for Demand Registration Clause in Contracts

Request for Demand Registration. At any time, and from time to time, the Initiating Holders may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any such Demand Registration within ninety (90) days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto). For purposes of this Section 3(a), two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if the Company’s Board of Directors determine in good faith that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) day. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timeAny Adelson Holder or Xxxxxxx Holders (each, and from time to time, the an “Initiating Holders Holder”) may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor form thereto) (a “Demand Registration”), ) the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more a Demand Registration if the Initiating Holders, together with the Designated Holders (other than two the Initiating Holders) which have requested to register securities in such registration pursuant to Section 3(b), propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the last date on which the Company could receive requests for inclusion in such Demand Registrations Registration under Section 3(b)) to the public of less than $20,000,000, (ii) any such Demand Registration commencing prior to the time permitted under the Lock-up Agreement of the Designated Holder, as such Lock-up Agreement may be amended or waived, or (iiiii) any such Demand Registration within ninety (90) days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto). For purposes of this Section 3(a), two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “Valid Business Reason”), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than forty-five (45) days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such (in which case, if the Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement exists or the postponement of the amending if more than forty-five (45) days have passed since such withdrawal or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive dayspostponement, the Board of Directors of the Company shall make Initiating Holders may request a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) daynew Demand Registration). The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any six (6) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timetime commencing one year after the date hereof, and from time to timeeither the General Atlantic Stockholders or the Coinvestor Stockholders (the "Initiating Holders"), the Initiating Holders may each make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with Act and on an appropriate registration statement form as reasonably determined by the terms of this Agreement Company and approved by the Initiating Holders (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any one such Demand Registration within ninety for the General Atlantic Stockholders (90subject to Section 3(e)(ii) days after below) and more than one such Demand Registration for the effective date of any other Registration Statement of the Company Coinvestor Stockholders (other than a Registration Statement on Form S-4 or S-8 or any successor form theretosubject to Section 3(e)(ii) below). For purposes If following receipt of this Section 3(a), two (2) or more a written request for a Demand Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Director appointed by the General Atlantic Stockholders, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at any timetime after the date hereof, one or more of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an "INITIATING HOLDER" and from time to timetogether, the Initiating Holders "INITIATING HOLDERS"), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”"DEMAND REGISTRATION"), the number of Registrable Securities stated in such request; providedPROVIDED, howeverHOWEVER, that subject to Section 3(c), the Company shall not be obligated to effect (ix) more than two such Demand Registrations or (ii) any one such Demand Registration within ninety for the Commonwealth Stockholders as a group and (90y) days after more than one such Demand Registration for the effective date of any other Registration Statement of the Company (other than General Atlantic Stockholders as a Registration Statement on Form S-4 or S-8 or any successor form thereto)group. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of (a "VALID BUSINESS REASON"), the Company (a “Valid Business Reason”), may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than one hundred and twenty (120) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereofthereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timetime after the IPO Effectiveness Date, and from time to time, the Initiating Holders Platinum may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (ix) more than two five such Demand Registrations or Registrations, (iiy) a Demand Registration if Platinum, together with the other Designated Holders which have requested to register securities in such registration pursuant to Section 3(b), propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than $200,000 and (z) any such Demand Registration within ninety (90) commencing prior to 90 days after the effective date of any other Registration Statement of IPO Effectiveness Date. If the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto). For purposes of this Section 3(a), two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “Valid Business Reason”), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than (i) forty-five (45) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such (in which case, if the Valid Business Reason no longer exists; providedexists or if more forty-five (45) days have passed since such withdrawal or postponement, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make Platinum may request a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) daynew Demand Registration). The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereofthereof (including whether such offering is to be made on a continuous basis pursuant to Rule 415).

Request for Demand Registration. At any timetime after 180 days from the consummation of the Initial Public Offering the General Atlantic Stockholders as a group, and from time to timeacting through GAP LP or its written designee (the “Initiating Holders”), the Initiating Holders may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities held by such Initiating Holders stated in such request, which number shall be subject for any such Demand Registration to the holdback agreements set forth in Section 6 below; provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any such Demand Registration within ninety (90) days after for the effective date of any other Registration Statement of General Atlantic Stockholders. If the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto). For purposes of this Section 3(a), two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “Valid Business Reason”), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than sixty (60) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timetime commencing after the second anniversary of the date hereof, and from time to time, the Initiating any Designated Holder or Designated Holders may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such requestrequest (any such Designated Holder, an "Initiating Holder"); provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) for each such Designated Holder and its Affiliates. Notwithstanding anything to the contrary set forth herein, the Company shall have the right to delay the filing of a Registration Statement and to suspend the effectiveness of any such Demand Registration Statement for a reasonable period of time (not exceeding ninety (90) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman of the Board or the President of the Company stating that the Company has determined in good faith that effecting such registration at such time would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on the Company (a "Valid Business Reason"), so long as the Designated Holders shall have the rights set forth in this Article IV within ninety (90) days of such event. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 4.1 or Section 6.3 more than once in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other than a Registration Statement on Form S-4 or S-8 or any successor form thereto). For purposes was not for the account of this Section 3(a), two (2) or more Registration Statements filed in response the Initiating Holders but the Initiating Holders had the opportunity to one (1) demand shall be counted as one (1) Demand Registration. In addition, if include all of the Company’s Board of Directors determine in good faith that any registration of Registrable Securities should not be made they requested to include in such registration pursuant to Article V or continued because it would materially and adversely affect any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “Valid Business Reason”), (xii) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating was filed pursuant to a Demand Registration until such Valid Business Reason no longer exists and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending Article VI or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) day. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereofthis Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timetime after the date hereof that the Shelf Registration Statement is not effective, and from time to time, any Investor or group of Investors holding at least 10% of the Initiating Holders Registrable Securities held by all of the Investors (the "INITIATING HOLDERS") may make a written request to the Company to register, and the Company shall use its best efforts to register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”"DEMAND REGISTRATION"), the number of Registrable Securities stated in such request; provided, howeverHOWEVER, that (i) the reasonably anticipated aggregate price to the public of all Registrable Securities required to be included in such public offering shall exceed $4,000,000 and (ii) the Company shall not be obligated to effect (i) more than two three such 6 Demand Registrations or (ii) any such Demand Registration within ninety (90) days after for the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)Investors. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of (a "VALID BUSINESS REASON"), the Company (a “Valid Business Reason”), may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 4.1 or Section 6.3 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timetime commencing April __,2003, and from time to timeone or more of the General Atlantic Stockholders, acting solely through GAP LLC or its written designee (the "Initiating Holders Holders"), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such request; providedPROVIDED, howeverHOWEVER, that subject to Section 3(c), the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any one such Demand Registration within ninety (90) days after for the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)General Atlantic Stockholders. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than one hundred and twenty (120) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Each Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once. The request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time, time from and from time to timeafter the date hereof, the Designated Holders holding at least two-thirds (2/3) of the Registrable Securities (the "Initiating Holders Holders"), may make a written request to the Company to register, and the Company shall register, under the Securities ActAct and on an appropriate registration statement form as reasonably determined by the Company and approved by the Initiating Holders, in accordance with the terms of this Agreement such approval not to be unreasonably withheld, conditioned or delayed (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (ix) more than two (2) such Demand Registrations (subject to Section 3(e)(ii) below) or (iiy) any such Demand Registration within ninety in which the aggregate proceeds to the Initiating Holders are expected to be less than ten million dollars (90) days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto$10,000,000). For purposes If following receipt of this Section 3(a), two (2) or more a written request for a Demand Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if the Company’s Board of Directors determine Directors, in its reasonable and good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than one hundred fifty (150) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time, and from time to timeone or more Designated Holders (the “Initiating Holders”), the Initiating Holders may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any such a Demand Registration within ninety if the Initiating Holders propose to sell their Registrable Securities at an aggregate price (90) days after calculated based upon the effective Market Price of the Registrable Securities on the date of any other filing of the Registration Statement with respect to such Registrable Securities) to the public of less than $15,000,000. If the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto). For purposes of this Section 3(a), two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “Valid Business Reason”), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than sixty (60) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3A(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timetime after the date hereof that the Shelf Registration Statement is not effective, and from time to time, any Investor or group of Investors holding at least 10% of the Initiating Holders Registrable Securities held by all of the Investors (the "INITIATING HOLDERS") may make a written request to the Company to register, and the Company shall use its best efforts to register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”"DEMAND REGISTRATION"), the number of Registrable Securities stated in such request; provided, howeverHOWEVER, that (i) the reasonably anticipated aggregate price to the public of all Registrable Securities required to be included in such public offering shall exceed $4,000,000 and (ii) the Company shall not be obligated to effect (i) more than two three such Demand Registrations or (ii) any such Demand Registration within ninety (90) days after for the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)Investors. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of (a "VALID BUSINESS REASON"), the Company (a “Valid Business Reason”), may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 4.1 or Section 6.3 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time, and from time to time, If the Initiating Requisite Holders may make a written request to the Company to register(such Requisite Holders making such request, and the "Initiating Holders"), the Company shall register, register under the Securities Act, in accordance with the terms of this Agreement Agreement, on the appropriate form (a “"Demand Registration”), ") the issuance and sale of the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any such a Demand Registration within ninety if the Initiating Holders propose to sell their Registrable Securities at an anticipated aggregate offering price (90) days after calculated based upon the effective Market Price of the Registrable Securities on the date of any other filing of the Registration Statement with respect to such Registrable Securities) to the public (net of underwriting commissions and discounts) of less than $10,000,000. If the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto). For purposes of this Section 3(a), two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders Holders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company gives notice of its determination to withdraw a Registration Statement pursuant to this Section 3(a), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, without limitation, the period referred to in Section 3(c)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(a) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) or Section 5(c) due to a Valid Business Reason more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timetime commencing six months after the IPO Effectiveness Date, and from time to time(i) the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee or (ii) Major Stockholders holding a majority of the Registrable Securities held by all of the Major Shareholders (in either case, the party or parties making the request shall be referred to as the “Initiating Holders Holder(s)”), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (ix) more than two such Demand Registrations or (ii) any for the General Atlantic Stockholders and more than five such Demand Registrations for the Major Stockholders and (y) a Demand Registration within ninety if the Initiating Holders propose to sell their Registrable Securities at an aggregate price (90) days after calculated based upon the effective Market Price of the Registrable Securities on the date of any other filing of the Registration Statement with respect to such Registrable Securities) to the public of the Company (other less than a Registration Statement on Form S-4 or S-8 or any successor form thereto)$10,000,000. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “Valid Business Reason”), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one General Atlantic Director and at least one Cerberus Director (each as defined in the Stockholders Agreement), may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At If the Replacement Shelf Registration is not effective within 90 days after the expiration of the Filing Period or, if any timetime after the Replacement Shelf Registration is declared effective the Replacement Shelf Registration ceases to remain effective (in either case, and from time a "Non-Effective Registration Statement"), Designated Holders who propose to timesell their Registrable Securities entitled to be covered by a Non-Effective Registration Statement to the public at an aggregate price of at least $1,000,000 (the "Initiating Holders"), shall have the Initiating Holders may right to make a written request to that the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “"Demand Registration”"), the number offer and sale of the Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two (2) such Demand Registrations or (ii) any such Demand Registration within ninety (90) days after for the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)Investors. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (A) materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (B) involve effort or expense in excess of that which would involve initial or continuing disclosure obligations that would not customarily be involved in the best interests of the Company effecting a resale registration (a “"Valid Business Reason”"), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may (i) postpone amending or supplementing such filing a Demand Registration Statement statement until such Valid Business Reason no longer exists; provided, however, that but in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond for more than ninety (90) consecutive days, and (ii) in the event that a Demand Registration statement has been filed, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues Directors, may cause such registration statement to exist on be withdrawn and its effectiveness terminated or prior to may postpone amending or supplementing such ninetieth (90th) dayregistration statement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.2 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereofsold.

Request for Demand Registration. At any time, and from time to timecommencing on the date the Warrant is exercisable in accordance with its terms, any Designated Holder (the “Initiating Holders Holders”), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any for DL Holdings and more than two such Demand Registration within ninety (90) days after Registrations for Weichert, nor more than four demand registrations in the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)aggregate. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists and (y) in case a Registration Statement has been filed relating to a Demand Registrationexists, the Company may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that but in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond for more than ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) day. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.. (b) Incidental or “Piggy-Back” Rights with Respect to a Demand Registration. Each of the Designated Holders (other than Initiating Holders which have requested a registration under Section 3(a)) may offer its or his Registrable Securities under any Demand Registration pursuant to this Section 3(b). Within five (5) days after the receipt of a request for a Demand Registration from an Initiating Holder, the Company shall (i) give written notice thereof to all of the Designated Holders (other than Initiating Holders which have requested a registration under Section 3(a)) and (ii) subject to Section 3(e), include in such registration all of the Registrable Securities held by such Designated Holders from whom the Company has received a written request for inclusion therein within ten (10) days of the receipt by such Designated Holders of such written notice referred to in clause (i) above. Each such request by such Designated Holders shall specify the number of Registrable Securities proposed to be registered. The failure of any Designated Holder to respond within such 10-day period referred to in clause (ii) above shall be deemed to be a waiver of such Designated Holder’s rights under this Section 3 with respect to such Demand Registration. Any Designated Holder may waive its rights under this Section 3 prior to the expiration of such 10-day period by giving written notice to the Company, with a copy to the Initiating Holders. (c)

Request for Demand Registration. At any time, and from time to timecommencing after the end of the applicable lock-up period following the IPO Effectiveness Date, the holders of 25% of the shares of common stock held by General Atlantic and the Major Stockholders, collectively (the "Initiating Holders Holders"), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any one such Demand Registration within ninety (90) days after for the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)Initiating Holders. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) registration statement relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement registration statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Company's Board of Directors, such majority to include the General Atlantic Director (as defined in the Stockholders Agreement), may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayregistration statement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.. Monday, August 11, 2003.MAX

Request for Demand Registration. At any timetime after the date hereof that the Shelf Registration Statement is not effective, and from time to time, any Investor or group of Investors holding at least 10% of the Initiating Holders Registrable Securities held by all of the Investors (the "INITIATING HOLDERS") may make a written request to the Company to register, and the Company shall use its best efforts to register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”"DEMAND REGISTRATION"), the number of Registrable Securities stated in such request; providedPROVIDED, howeverHOWEVER, that (i) the reasonably anticipated aggregate price to the public of all Registrable Securities required to be included in such public offering shall exceed $4,000,000 and (ii) the Company shall not be obligated to effect (i) more than two three such Demand Registrations or (ii) any such Demand Registration within ninety (90) days after for the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)Investors. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of (a "VALID BUSINESS REASON"), the Company (a “Valid Business Reason”), may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 4.1 or Section 6.3 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timeUpon the earlier of (i) six (6) months after the IPO Effectiveness Date and (ii) September 30, 2008, Investor Stockholders holding at least 25% of the Registrable Securities then held by all of the Investor Stockholders (the “Initiating Holders”) and from time proposing to timesell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of the delivery of their request for demand registration) to the public of not less than $10,000,000, the Initiating Holders may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any such Demand Registration within ninety (90) days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto). For purposes of this Section 3(a), two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) such Demand Registration. In additionRegistrations for the Investor Stockholders and provided, further, that, if such Demand Registration shall result in an Initial Public Offering, such written request must be made by Investor Stockholders holding more than 50% of the Company’s Registrable Securities then held by all of the Investor Stockholders and proposing to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of the delivery of their request for demand registration) to the public of not less than $15,000,000. If the Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because (i) in the case of a demand that would cause the Initial Public Offering, it would require the Company to make public disclosure of information, the public disclosure of which would have a material adverse effect upon the Company or (ii) it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “Valid Business Reason”), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) registration statement relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement registration statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayregistration statement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw, but in no event for more than ninety (90) days, a Registration Statement or to postpone the amending or supplementing thereof registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timeEach of the CIC Stockholders, and from time to timeacting through Azimuth or its written designee (each, the an "Initiating Holders Holder"), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such request; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect (ix) more than two five such Demand Registrations or requested by the CIC Stockholders, (iiy) a Demand Registration if the Initiating Holders, together with the Designated Holders (other than the Initiating Holders) which have requested to register securities in such registration pursuant to Section 3(b), propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than $5,000,000 and (z) any such Demand Registration within ninety (90) commencing prior to 180 days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)IPO Effectiveness Date. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than forty-five (45) days and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such (in which case, if the Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement exists or the postponement of the amending if more than forty-five (45) days have passed since such withdrawal or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive dayspostponement, the Board of Directors of the Company shall make Initiating Holders may request a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) daynew Demand Registration). The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any six (6) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timetime after January 15, and from time to time2003, the Initiating Holders General Atlantic Stockholders, acting through GAP LLC or its written designee, the identity of which shall be certified to the Company in writing by the General Atlantic Stockholders (the "INITIATING HOLDERS"), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any such Demand Registration within ninety (90) days after the effective date of any other Registration Statement of the Company Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor form thereto). For purposes of this Section 3(a) (a "DEMAND Registration"), two the number of Registrable Securities held by such Initiating Holders stated in such request; PROVIDED, HOWEVER, that the Company shall not be obligated to effect more than one such Demand Registration for the Initiating Holders unless less than seventy-five percent (275%) or more Registration Statements filed of the requested securities were included in response the previous Demand Registration, in which case the Initiating Holders shall have the right to require the Company to effect one (1) demand shall be counted as one (1) additional Demand Registration. In additionNotwithstanding the foregoing, if the Company’s Company shall not be required to effect more than two Demand Registrations. If the Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of (a "VALID BUSINESS REASON"), the Company (a “Valid Business Reason”), may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, such majority to include the General Atlantic Designee, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) day. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.Registration

Request for Demand Registration. At any time, and from time to timecommencing on the date the Warrant is exercisable in accordance with its terms, any Designated Holder (the "Initiating Holders Holders"), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such request; providedPROVIDED, howeverHOWEVER, that the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any for DL Holdings and more than two such Demand Registration within ninety (90) days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)Registrations for Weichert. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “"Valid Business Reason”"), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists and (y) in case a Registration Statement has been filed relating to a Demand Registrationexists, the Company may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that but in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond for more than ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) day. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time, and from time to timecommencing on the date the Warrant is exercisable in accordance with its terms, any Designated Holder (the “Initiating Holders Holders”), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any for DL Holdings and more than two such Demand Registration within ninety (90) days after Registrations for Weichert, nor more than four demand registrations in the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)aggregate. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists and (y) in case a Registration Statement has been filed relating to a Demand Registrationexists, the Company may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that but in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond for more than ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) day. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.. (b) Incidental or “Piggy-Back” Rights with Respect to a Demand Registration. Each of the Designated Holders (other than Initiating Holders which have requested a registration under Section 3(a)) may offer its or his Registrable Securities under any Demand Registration pursuant to this Section 3(b). Within five (5) days after the receipt of a request for a Demand Registration from an Initiating Holder, the Company shall (i) give written notice thereof to all of the Designated Holders (other than Initiating Holders which have requested a registration under Section 3(a)) and (ii) subject to Section 3(e), include in such registration all of the Registrable Securities held by such Designated Holders from whom the Company has received a written request for inclusion therein within ten (10) days of the receipt by such Designated Holders of such written notice referred to in clause (i) above. Each such request by such Designated Holders shall specify the number of Registrable Securities proposed to be registered. The failure of any Designated Holder to respond within such 10-day period referred to in clause (ii) above shall be deemed to be a waiver of such Designated Holder’s rights under this Section 3 with respect to such Demand Registration. Any Designated Holder may waive its rights under this Section 3 prior to the expiration of such 10-day period by giving written notice to the Company, with a copy to the Initiating Holders. 4

Request for Demand Registration. At any timetime after the date hereof that the Shelf Registration Statement is not effective, and from time to time, any Investor or group of Investors holding at least 10% of the Registrable Securities held by all of the Investors (the "Initiating Holders Holders") may make a written request to the Company to register, and the Company shall use its best efforts to register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that (i) the reasonably anticipated aggregate price to the public of all Registrable Securities required to be included in such public offering shall exceed $4,000,000 and (ii) the Company shall not be obligated to effect (i) more than two three such Demand Registrations or (ii) any such Demand Registration within ninety (90) days after for the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)Investors. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 4.1 or Section 6.3 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timetime after the date hereof, and from time in ------------------------------- the event that the Company shall become ineligible to timeregister the Registrable Securities under the Securities Act on Form S-3 (or any successor form thereto), the Investors holding a majority of the Registrable Securities (the "Initiating Holders ---------- Holders"), may make a written request to the Company to register, and the ------- Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “"Demand ------ Registration”"), the number offer and sale of the Registrable Securities stated in such ------------ request; provided, however, that the Company shall not be obligated to effect (i) -------- ------- more than two (2) such Demand Registrations or (ii) any such Demand Registration within ninety (90) days after for the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)Investors. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “"Valid Business Reason”"), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may (i) postpone amending or supplementing such filing a Demand --------------------- Registration Statement statement until such Valid Business Reason no longer exists; provided, however, that but in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond for more than ninety (90) consecutive days, and (ii) in the event that a Demand Registration statement has been filed, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues Directors, may cause such registration statement to exist on be withdrawn and its effectiveness terminated or prior to may postpone amending or supplementing such ninetieth (90th) dayregistration statement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereofsold.

Request for Demand Registration. At any timeInitiating Holders, and from time to time, together with the Designated Holders (other than the Initiating Holders may make a written request Holders) which have requested to register securities in such registration pursuant to Section 3(b), propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the Company to registerpublic of less than $5,000,000 and (z)(i) in the case of a Demand Registration requested by the HWP Stockholders, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two any such Demand Registrations Registration commencing prior to 180 days after the IPO Effectiveness Date or (ii) in the case of a Demand Registration requested by BancAmerica, any such Demand Registration within ninety (90) days commencing prior to one year after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)IPO Effectiveness Date. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than (i) forty-five (45) days in the case of a Demand Registration requested by the HWP Stockholders and (ii) nine (9) months in the case of a Demand Registration requested by BancAmerica, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such (in which case, if the Valid Business Reason no longer exists; provided, however, that exists or if more forty-five (45) days (in no event shall the postponement case of a Demand Registration requested by the filing HWP Stockholders) or nine (9) months (in the case of any a Demand Registration Statement requested by BancAmerica) have passed since such withdrawal or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive dayspostponement, the Board of Directors of the Company shall make Initiating Holders may request a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) daynew Demand Registration). The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any eighteen (18) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at any timetime after the date hereof, one or more of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an "INITIATING HOLDER" and from time to timetogether, the Initiating Holders "INITIATING HOLDERS"), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand "DEMAND Registration”"), the number of Registrable Securities stated in such request; providedPROVIDED, howeverHOWEVER, that subject to Section 3(c), the Company shall not be obligated to effect (ix) more than two such Demand Registrations or (ii) any one such Demand Registration within ninety for the Commonwealth Stockholders as a group and (90y) days after more than one such Demand Registration for the effective date of any other Registration Statement of the Company (other than General Atlantic Stockholders as a Registration Statement on Form S-4 or S-8 or any successor form thereto)group. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of (a "VALID BUSINESS REASON"), the Company (a “Valid Business Reason”), may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than one hundred and twenty (120) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereofthereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At Subject to Section 4.2, at any time, time and from time to timetime commencing after the Merger Effective Date, the Initiating any Designated Holder or Designated Holders who individually or collectively (as applicable) hold more than 50% of all Registrable Securities at such time may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such requestrequest (any such Designated Holder, an “Initiating Holder”). The Designated Holders will not be entitled to require the Company to effect more than a total of two (2) Demand Registrations; provided, however, that no Demand Registration may be requested after the day that is twenty-four (24) months after the Merger Effective Date. Notwithstanding anything to the contrary set forth herein, the Company shall have the right to postpone the filing of a Registration Statement and to suspend the use of any such Registration Statement for a reasonable period of time (not exceeding sixty (60) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman of the Board or the President of the Company stating that the Company has determined in good faith that filing such Registration Statement or the use of such Registration Statement, as the case may be, at such time would materially adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information, the public disclosure of which would have a material adverse effect on the Company (a “Valid Business Reason”). The Company shall give written notice of its determination to postpone or suspend the use of a Registration Statement (and the Valid Business Reason for such postponement or suspension) and of the fact that the Valid Business Reason for such postponement or suspension no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 4.1 or Section 5.3 more than twice in any twelve (12) month period. In addition, the Company shall not be obligated required to effect (i) more than two such Demand Registrations or (ii) file any such Demand Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other than a Registration Statement on Form S-4 or S-8 or any successor form thereto). For purposes was not for the account of this Section 3(a), two (2) or more Registration Statements filed in response the Initiating Holders but the Initiating Holders had the opportunity to one (1) demand shall be counted as one (1) Demand Registration. In addition, if include all of the Company’s Board of Directors determine in good faith that any registration of Registrable Securities should not be made they requested to include in such registration pursuant to Article V or continued because it would materially and adversely affect any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “Valid Business Reason”), (xii) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating was filed pursuant to a Demand Registration until such Valid Business Reason no longer exists and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) day. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereofthis Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timeThe HWP Stockholders as a group, and from time to timeacting through HWH Capital Partners or its written designee, BancAmerica or the Initiating Holders Xxxxxxx Stockholders as a group, acting though Xxxxxxx, may make a written request to the Company to registerregister (the party making such request, the “Initiating Holders”), and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (ix) more than five such Demand Registrations requested by the HWP Stockholders, more than one such Demand Registration requested by BancAmerica and more than two such Demand Registrations requested by the Xxxxxxx Stockholders, (y) a Demand Registration if the Initiating Holders, together with the Designated Holders (other than the Initiating Holders) which have requested to register securities in such registration pursuant to Section 3(b), propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than $5,000,000 and (z) any Demand Registration requested by the Xxxxxxx Stockholders at any time prior to the earlier of (i) March 31, 2006 or (ii) any the date on which the HWP Stockholders beneficially own an amount of Registrable Securities equal to or less than 4,931,303 shares of Common Stock (as such Demand Registration within ninety (90) days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form theretonumber may be adjusted to reflect stock splits, stock dividends, consolidations and/or similar transactions). For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “Valid Business Reason”), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than (i) forty-five (45) days in the case of a Demand Registration requested by the HWP Stockholders or the Xxxxxxx Stockholders and (ii) nine (9) months in the case of a Demand Registration requested by BancAmerica and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such (in which case, if the Valid Business Reason no longer exists; provided, however, that exists or if more forty-five (45) days (in no event shall the postponement case of a Demand Registration requested by the filing of any Registration Statement HWP Stockholders or the postponement Xxxxxxx Stockholders) or nine (9) months (in the case of the amending a Demand Registration requested by BancAmerica) have passed since such withdrawal or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive dayspostponement, the Board of Directors of the Company shall make Initiating Holders may request a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) daynew Demand Registration). The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any eighteen (18) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Any Demand Registration requested by the Xxxxxxx Stockholders may be only in the form of a firm commitment underwritten offering.”

Request for Demand Registration. At any timetime after January ------------------------------- 15, and from time to time2003, the General Atlantic Stockholders, acting through GAP LLC or its written designee, the identity of which shall be certified to the Company in writing by the General Atlantic Stockholders (the "Initiating Holders Holders"), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities held by such Initiating Holders stated in such request; provided, however, that the Company shall not be obligated to effect more than one such Demand Registration for the Initiating Holders unless less than seventy-five percent (i75%) of the requested securities were included in the previous Demand Registration, in which case the Initiating Holders shall have the right to require the Company to effect one additional Demand Registration. Notwithstanding the foregoing, the Company shall not be required to effect more than two such Demand Registrations or (ii) any such Demand Registration within ninety (90) days after Registrations. If the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto). For purposes of this Section 3(a), two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, such majority to include the General Atlantic Designee, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.