Common use of Request Clause in Contracts

Request. Subject to Section 3(b), at any time after 180 calendar days after the closing of the IPO pursuant to an effective Registration Statement under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities held by Patriot by delivering a written request to the Corporation specifying the class and number of shares of Registrable Securities Patriot wishes to Register and the intended method of distribution thereof (a “Demand Registration”). The Corporation shall (i) within ten (10) Business Days of the receipt of such request, give written notice of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass (the “Corporation Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securities, (ii) use its commercially reasonable efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days of the receipt of the request for a Demand Registration, and (iii) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days of the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereof.

Request. Subject to Section 3(b), at At any time after 180 calendar ninety (90) days after following the closing Effective Date, and from time to time thereafter prior to the termination of the IPO Company’s obligations hereunder pursuant to an effective Registration Statement and in accordance with the terms of Section 17 hereof, any Holder (the “Initiating Holder”) may make a written request (the “Initiating Request”) to the Company for the registration with the Commission under the 1933 ActSecurities Act (on Form S-3 or, Patriot shall have if Form S-3 is not then available to the right to request that the Corporation file a Registration Statement with the SEC on the Company, Form S-1 or any other appropriate registration form for form) of all or part of the Initiating Holder’s Registrable Securities held by Patriot by delivering a written Common Stock, which request to shall specify the Corporation specifying the class and number of shares to be disposed of Registrable Securities Patriot wishes to Register and by the intended method Initiating Holder, the proposed plan of distribution thereof therefor and whether or not a Shelf Registration Statement is being requested (a “Demand Registration”subject to the conditions of Section 2(g)). The Corporation Upon the receipt of any Initiating Request for registration pursuant to this Section 2(a), the Company promptly shall (i) within ten (10) Business Days notify in writing all other Holders of the receipt of such request, give written notice of such Demand Registration to ▇▇▇▇▇▇▇▇ request and Compass (the “Corporation Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securities, (ii) will use its commercially reasonable efforts to file a Registration Statement effect, at the earliest practicable date, such registration under the Securities Act of: (i) the Registrable Common Stock which the Company has been so requested to register by the Initiating Holder, and (ii) all other Registrable Common Stock which the Company has been requested to register by any other Holders by written request given to the Company within twenty (20) days after the giving of written notice by the Company to such other Holders of the Initiating Request (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days of the receipt of the request for a Demand Registration, and (iii) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days of the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt days if the Company states in such written notice or gives telephonic notice to such other Holders, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 (or, if Form S-3 is not then available to the Company, Form S-1 or any other appropriate form) and (ii) such shorter period of time is required because of a planned filing date), all to the extent necessary to permit the disposition (in accordance with Section 2(c) hereof) of the Corporation NoticeRegistrable Common Stock to be so registered; provided, as applicable. Notwithstanding that, (A) the foregoingCompany shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(a) for all Holders, (B) if the intended method of distribution is an underwritten Public Offering, the Holders Company shall not, nor shall the Corporation not be required toto effect such registration pursuant to this Section 2(a) unless such underwriting shall be conducted on a “firm commitment” basis, (C) if the Company shall have previously effected a registration pursuant to this Section 2(a), take the Company shall not be required to effect any action registration pursuant to this Section 2(a) until a period of one hundred eighty (180) days shall have elapsed from the date on which the previous such registration ceased to be effective, (D) any Selling Holder whose Registrable Common Stock was to be included in any such registration pursuant to this Section 2(a), by written notice to the Company, may withdraw such request, and the Company shall not effect such registration in the event that would otherwise be permitted or the Selling Holders that have not elected to withdraw beneficially own, in the aggregate, less than the percentage of the shares of Registrable Common Stock required to initiate a request under this Section 3 if such action would violate any agreement entered into 2(a), and (E) a Shelf Registration effected under this Section 10 hereof2(a) shall comply with the procedures set forth in Section 2(h).

Request. Subject From and after the one (1) year anniversary of the first day of the first full calendar month following the date of this Agreement and subject to Section 3(b)4.3, at any time after 180 calendar days after upon written request from a Requesting Investor requesting that the closing of Company effect the IPO pursuant to an effective Registration Statement registration under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Securities Act of all or part of the Registrable Eligible Securities held by Patriot by delivering a written request to the Corporation specifying the class such Investor, which notice may be delivered at any time after such one (1) year anniversary and number of shares of Registrable Securities Patriot wishes to Register and which notice shall specify the intended method or methods of distribution thereof (a “Demand Registration”). The Corporation shall (i) within ten (10) Business Days of the receipt disposition of such request, give written notice of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass Eligible Securities (the “Corporation Registration Request Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securitiesunless such Eligible Securities are included in a currently effective registration statement of the Company permitting the resale of such Eligible Securities in the manner contemplated by the Requesting Investor, (ii) the Company will use its commercially reasonable best efforts to (as promptly as practicable) file a Registration Statement the appropriate registration statement under the Securities Act with the SEC and (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon promptly as reasonably practicable and practicable, but in any event within 60 calendar 180 days of such request) cause such registration statement to be declared effective by the receipt SEC and to permit the disposition of such Eligible Securities in accordance with the intended method or methods of disposition stated in such request; provided, that: (a) if the Company shall have previously caused a registration statement to be declared effective by the SEC with respect to Eligible Securities pursuant to Article III, the Company shall not be required to cause a subsequent registration statement to be declared effective by the SEC pursuant to this Article II until a period of ninety (90) days shall have elapsed from the effective date of the request for most recent such previous registration, unless such earlier registration was pursuant to Section 3.1 and the Selling Investors in connection therewith were subjected to a Demand Registration, and cutback in accordance with Section 3.1(e); and (iiib) use its commercially reasonable efforts the Company shall not be required to cause such Registration Statement effect (i) more than three (3) registrations pursuant to become effective (if necessary) as soon as reasonably practicable thereafter and this Article II in any event within 120 days calendar year or (ii) a registration of Eligible Securities, the fair market value of which on the date of receipt by the Company of the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereofRequest Notice is less than $5,000,000.

Request. Subject to the provisions of Section 3(b)2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at any time or from time to time after 180 calendar the expiration of the Shelf Registration Period and until the later of (I) the date which is 30 days after the closing Company shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31, 1999 or (II) the fourth anniversary hereof, or (ii) if for any reason the Shelf Registration does not become effective within 150 days after the date hereof or ceases to be effective at any time prior to the expiration of the IPO pursuant Shelf Registration Period, at any time or from time to an effective time after the date which is 150 days from the date hereof (if the Shelf Registration Statement under fails to become effective) or the 1933 Actdate on which the Shelf Registration ceases to be effective, Patriot as the case may be, and until the later of (x) the date which is 30 days after the Company shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31, 1998 or (y) the third anniversary hereof, the Holders, individually and jointly, of not less than 50% of the Registrable Securities (the "Initiating Holders") shall have the right to request that require the Corporation file a Registration Statement with Company to effect the SEC on registration under the appropriate registration form for Securities Act of all or part of the Registrable Securities held by Patriot such Initiating Holders, by delivering a written request therefor to the Corporation Company specifying the class and number of shares of Registrable Securities Patriot wishes to Register and the intended method of distribution thereof (a “Demand Registration”)distribution. The Corporation Company shall (i) within ten (10) Business Days of the receipt of such request, promptly give written notice of such Demand Registration requested registration to ▇▇▇▇▇▇▇▇ all other Holders, and Compass (thereupon the “Corporation Notice”)Company shall, but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securitiesas expeditiously as possible, (ii) use its commercially reasonable best efforts to file (A) effect the registration under the Securities Act (including by means of a Registration Statement (or an amendment or supplement shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a previously filed shelf Registration Statementregistration) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days of the receipt Registrable Securities which the Company has been so requested to register by the Initiating Holders, and all other Registrable Securities which the Company has been requested to register by any other Holder (together with the Initiating Holders, the "Selling Holders") by written request given to the Company within 10 days after the giving of written notice by the Company, all to the extent necessary to permit distribution in accordance with the intended method of distribution set forth in the written request for a Demand Registrationor requests delivered by the Selling Holders, and (iiiB) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days requested by the Selling Holders, obtain acceleration of the receipt effective date of the request for a Demand Registration. Subject registration statement relating to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereofregistration.

Request. Subject Prior to Section 3(b), at any time after 180 calendar days after the closing fifth anniversary of the IPO pursuant to an effective Registration Statement under Distribution, any Holder(s) of Registrable Securities (collectively, the 1933 Act, Patriot “Initiating Holder”) shall have the right to request that the Corporation Company file a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities held by Patriot such Holder, by delivering a written request thereof to the Corporation Company specifying the class and number of shares of Registrable Securities Patriot such Holder wishes to Register and the intended method of distribution thereof register (a “Demand Registration”). The Corporation Company shall (i) within ten (10) Business Days five days of the receipt of such requesta Demand Registration, give written notice of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass (the “Corporation Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own all Holders of Registrable Securities, and (ii) shall use its commercially reasonable efforts to cause the Registration Statement to become effective in respect of each Demand Registration in accordance with the intended method of distribution set forth in the written request delivered by the Holder as expeditiously as possible, and the Company shall use its commercially reasonable efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days of the receipt of the request for a Demand Registration, and (iii) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 20 days of the receipt of the request for a Demand Registrationsuch request. Subject to Section 3(d) below, the Corporation The Company shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests with respect to which the Company receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from the Company, a request for inclusion in the registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be included within the ten (10) Business Days following their receipt registered. For purposes of the Corporation Notice, as applicable. Notwithstanding the foregoingclarification, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required Company can satisfy its obligation under this Section 3 if such action would violate any agreement entered into 2.1(a) to file a Registration Statement by filing a Shelf Registration Statement and can satisfy its obligation to complete a Demand Registration by filing a Prospectus under an effective Shelf Registration Statement that covers (i) the Registrable Securities requested by the Holders to be registered in accordance with this Section 10 hereof2.1(a) and (ii) the plan of distribution requested by the participating Holders.

Request. Subject Each of Goldman and Pamplona and, subject to the limitations in Section 2.01(b), each of (x) the Privia Holders, and (y) the ▇▇▇▇▇▇▇▇ Holder, and any permitted transferee of rights pursuant to Section 3(b)3.03, at any time after 180 calendar days after the closing of the IPO pursuant to an effective Registration Statement under the 1933 Act, Patriot shall have the right to request that the Corporation Company file a Registration Statement with the SEC on the appropriate registration form (a “Demand Registration” ) for all or part of the Registrable Securities held by Patriot such Holder once such Holder is no longer subject to the underwriter lock-up applicable to it entered into in connection with the IPO (which may be due to the expiration or waiver of such underwriter lock-up with respect to such Registrable Securities) by delivering a written request to the Corporation Company specifying the class kind and approximate number of shares of Registrable Securities Patriot such Holder wishes to Register and the intended method of distribution thereof (a “Demand RegistrationRequest” and the Holder submitting such Demand Request, the “Initiating Holder”). The Corporation Company shall (i) within ten (10) Business Days 10 days of the receipt of such request, give written notice of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass Request (the “Corporation Company Notice”) to all Holders other than the relevant Initiating Holder (the “Eligible Holders”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securities, (ii) as expeditiously as possible (but in any event within 45 days of receipt of the request) use its commercially reasonable best efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Request (including, without limitation, by means of a Shelf Registration as soon as reasonably practicable pursuant to Rule 415 under the Securities Act if so requested and in any event within 60 calendar days of if the receipt of the request for Company is then eligible to use such a Demand Registrationregistration), and (iii) use its commercially reasonable best efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter thereafter, and in any event within 120 days (iv) use its reasonable best efforts to obtain acceleration of the receipt effective date of the request for a Registration Statement relating to such Demand RegistrationRequest. Subject to Section 3(d) below2.01(e), the Corporation Company shall include in such Registration Registration, in addition to the Registrable Securities of the relevant Initiating Holder covered by the Demand Request, all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests the Eligible Holders request to be included within the ten (10) 10 Business Days following their receipt of the Corporation Company Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereof.

Request. Subject to Section 3(b), at any time after 180 calendar days after Upon written request from a Requesting Investor requesting that the closing of Company effect the IPO pursuant to an effective Registration Statement registration under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Securities Act of all or part of the Registrable Eligible Securities held by Patriot by delivering a written request to the Corporation specifying the class such Investor, which notice may be delivered at any time and number of shares of Registrable Securities Patriot wishes to Register and which notice shall specify the intended method or methods of distribution thereof (disposition of such Eligible Securities, unless such Eligible Securities are included in a “Demand Registration”). The Corporation shall (i) within ten (10) Business Days currently effective registration statement of the receipt Company permitting the resale of such requestEligible Securities in the manner contemplated by the Requesting Investor, give written notice of such Demand Registration the Company will use its reasonable best efforts to ▇▇▇▇▇▇▇▇ and Compass (the “Corporation Notice”)as promptly as reasonably practicable, but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securities, (ii) use its commercially reasonable efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days of the receipt of the request for a Demand Registration, and (iii) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days of such request) cause the receipt registration statement to be declared effective by the SEC and to permit the disposition of such Eligible Securities in accordance with the intended method or methods of disposition stated in such request; provided that: a. if the Company shall have previously caused a registration statement to be declared effective by the SEC with respect to Eligible Securities pursuant to Article III hereof, the Company shall not be required to cause a subsequent registration statement to be declared effective by the SEC pursuant to this Article II until a period of ninety (90) days shall have elapsed from the effective date of the most recent such previous registration; b. if, while a registration request for is pending pursuant to this Article II or Article III, (i) the Board of Trustees of the Company determines that any such filing or the offering of any Eligible Securities would be reasonably likely to materially adversely affect or materially delay any proposed material financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company or the Partnership or (ii) the Board of Trustees of the Company determines in good faith, with the advice of counsel, that the filing of a Demand Registrationregistration statement would be reasonably likely to require the disclosure of non-public material information the disclosure of which would not otherwise be required to be disclosed and which would be reasonably likely to have a material adverse effect on the Company, then, in each case described in the foregoing clauses (i) or (ii), the Company shall deliver to the Investors a certificate to such effect signed by its Chief Executive Officer or Chief Financial Officer, and the Company shall not be required to file a registration statement, prospectus or any amendment or any supplement thereto pursuant to this Article II until the earlier of (i) the date upon which such financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction concludes, or the date upon which such material information is disclosed to the public or ceases to be material, respectively, or (ii) sixty (60) days after the Company makes such good faith determination; provided, that only two (2) such certificates may be delivered to the Investors in any twelve (12) consecutive month period, and the aggregate number of days in which any Sales Blackout Periods may be in effect in any twelve (12) consecutive month period shall not exceed ninety (90) days; c. the Company shall not be required to effect (i) more than three (3) registrations pursuant to this Article II in any calendar year or (ii) a registration of Eligible Securities, the fair market value of which on the date of the registration request is less than $5,000,000. Subject No registration of Eligible Securities under this Article II shall relieve the Company of its obligation (if any) to effect registrations of Eligible Securities pursuant to Section 3(d3.1 hereof; and d. the Company shall not file any registration statement or effect a public offering of its securities during the period of time covered by a certificate relating to an event described in clause (b)(i) below, the Corporation shall include (other than in connection with such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten proposed transaction described in clause (10b)(i)) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereof(b)(ii) above.

Request. Subject to Section 3(b), at At any time after 180 calendar days after following the closing of Closing, the IPO pursuant Investor may make a written request to an effective Registration Statement under the 1933 Act, Patriot shall have Company for the right to request that the Corporation file a Registration Statement registration with the SEC on under the appropriate registration form for Securities Act of all or part of the Registrable Shares, which request will specify the number of Shares to be disposed of by the Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this Section 7(a)(i), the Company will use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities held Act of the Shares that the Company has been so requested to register by Patriot by delivering a written request the Investor, to the Corporation specifying extent necessary to permit the class and number disposition (in accordance with Section 7(a)(ii)) of shares the Shares to be registered; provided that, (A) the Company will not be required to effect more than two demand registrations pursuant to this Section 7(a) for the Investor (provided that, for the avoidance of Registrable Securities Patriot wishes doubt, the six demand registrations permitted pursuant to Register and Section 4.1(a)(A) of the Investor Rights Agreement (as defined below) are inclusive of the foregoing); (B) if the intended method of distribution thereof (is an underwritten public offering, then the Company will not be required to effect such registration pursuant to this Section 7(a) unless such underwriting will be conducted on a “Demand Registration”firm commitment” basis; (C) if the Company has previously effected a registration pursuant to this Section 7(a). The Corporation shall , then the Company will not be required to effect any registration pursuant to this Section 7(a) until a period of 180 days has elapsed from the date on which such previous registration ceased to be effective; and (iD) within ten the Company will not be required to effect any registration pursuant to this Section 7(a) unless the Shares proposed to be sold in such registration have an aggregate price (10) Business Days calculated based upon the Market Price of such Shares as of the receipt date of such request) of at least $10,000,000. As used herein, give written notice “Market Price” means, on any date of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass (determination, the “Corporation Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securities, (ii) use its commercially reasonable efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days average of the receipt daily closing price of the request Shares during the immediately preceding 30 days on which the national securities exchanges are open for a Demand Registration, and (iii) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days of the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereoftrading.

Request. Subject to the provisions of Section 3(b)2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in accordance with the terms hereof, at any time or from time to time after 180 calendar the expiration of the Shelf Registration Period and until the fifth anniversary hereof, or (ii) if for any reason the Shelf Registration does not become effective within 75 days after the closing date hereof or ceases to be effective at any time prior to the expiration of the IPO pursuant Shelf Registration Period, at any time or from time to an effective time after the date which is 75 days from the date hereof (if the Shelf Registration Statement under fails to become effective) or the 1933 Actdate on which the Shelf Registration ceases to be effective, Patriot as the case may be, and until the fifth anniversary hereof, the Holders, individually and jointly, of more than 10% of issued and outstanding shares of New Common Stock (the "Initiating Holders") shall have the right to request that require the Corporation file a Registration Statement with Company to effect the SEC on registration under the appropriate registration form for Securities Act of all or part of the Registrable Securities New Common Stock held by Patriot such Initiating Holders, by delivering a written request therefor to the Corporation Company specifying the class and number of shares of Registrable Securities Patriot wishes to Register New Common Stock and the intended method of distribution thereof (a “Demand Registration”)distribution. The Corporation Company shall (i) within ten (10) Business Days of the receipt of such request, promptly give written notice of such Demand Registration requested registration to ▇▇▇▇▇▇▇▇ all other Holders, and Compass (thereupon the “Corporation Notice”)Company shall, but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securitiesas expeditiously as possible, (ii) use its commercially reasonable best efforts to file (A) effect the registration under the Securities Act (including by means of a Registration Statement (or an amendment or supplement shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a previously filed shelf Registration Statementregistration) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days of the receipt Registrable New Common Stock which the Company has been so requested to register by the Initiating Holders, and all other Registrable New Common Stock which the Company has been requested to register by any other Holder (together with the Initiating Holders, the "Selling Holders") by written request given to the Company within 10 days after the giving of written notice by the Company, all to the extent necessary to permit distribution in accordance with the intended method of distribution set forth in the written request for a Demand Registrationor requests delivered by the Selling Holders, and (iiiB) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days requested by the Initiating Holders, obtain acceleration of the receipt effective date of the request for a Demand Registration. Subject registration statement relating to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereofregistration.

Request. Subject to Section 3(b), at At any time after 180 calendar days and from time to time after the closing expiration of the IPO pursuant Initial Registration Period, the Requesting Holders may make a written request (the "Initiating Request") to an effective Registration Statement the Company for the registration with the Commission under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Securities Act of all or part of such Requesting Holders' Registrable Common Stock, which Initiating Request shall specify the Registrable Securities held by Patriot by delivering a written request to the Corporation specifying the class and number of shares to be disposed of Registrable Securities Patriot wishes to Register by such Requesting Holders and the intended method proposed plan of distribution thereof (a “Demand Registration”therefor. Upon the receipt of any Initiating Request for registration pursuant to this Section 3(a). The Corporation , the Company promptly shall (i) within ten (10) Business Days notify in writing all other Holders of the receipt of such requestrequest and will use its reasonable best efforts to effect, give written notice of at the earliest practicable date, such Demand Registration registration under the Securities Act, including a Shelf Registration, if applicable, of (i) the Registrable Common Stock which the Company has been so requested to ▇▇▇▇▇▇▇▇ and Compass (the “Corporation Notice”)register by such Requesting Holder or Holders, but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securities, and (ii) use its commercially reasonable efforts all other Registrable Common Stock which the Company has been requested to register by any other Holders by written request given to the Company within 30 days after the giving of written notice by the Company to such other Holders of the Initiating Request, all to the extent necessary to permit the disposition (in accordance with Section 6(c) hereof) of the Registrable Common Stock so to be registered; provided, that, (A) the Company shall not be required to effect more than a total of four registrations pursuant to this Section 3 (including a Shelf Registration effected pursuant to Section 3(b)), (B) if the Company shall have previously effected a registration pursuant to this Section 3(a) (including one registration effected pursuant to Section 3(b)) or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 4 hereof following the effectuation of a registration pursuant to this Section 3(a), the Company shall not be required to effect any registration or file a Registration Statement pursuant to this Section 3(a) until a period of 180 days shall have elapsed from the date on which the previous such registration is no longer required to be kept effective, it being agreed that the foregoing limitation shall in no event be applicable to the first Initiating Request pursuant to this Section 3(a), (or an amendment or supplement to a previously filed shelf Registration StatementC) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days of the receipt of the request for a Demand Registration, and (iii) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days of the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation shall include in such Registration all Holder whose Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests Common Stock was to be included within in any such registration pursuant to this Section 3, by written notice to the ten (10) Business Days following their Company, may withdraw such request and, on receipt of such notice of the Corporation Noticewithdrawal of such request from Holders holding a percentage of Registrable Common Stock, as applicable. Notwithstanding such that the foregoingHolders that have not elected to withdraw do not hold, in the aggregate, the Holders shall not, nor shall requisite percentage of the Corporation be required to, take any action that would otherwise be permitted or required Registrable Common Stock to initiate a request under this Section 3 if 3, the Company shall not effect such action would violate registration, and (D) the Company shall not be required to effect any agreement entered into under registration pursuant to this Section 10 hereof3(a) unless at least 12.5% of the shares of Common Stock issued pursuant to this Plan are to be included in such registration.

Request. Subject to Section 3(b), at any time after 180 calendar days after Upon written request from a Requesting Investor requesting that the closing of Company effect the IPO pursuant to an effective Registration Statement registration under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Securities Act of all or part of the Registrable Eligible Securities held by Patriot by delivering a written request to the Corporation specifying the class such Investor, which notice may be delivered at any time and number of shares of Registrable Securities Patriot wishes to Register and which notice shall specify the intended method or methods of distribution thereof (disposition of such Eligible Securities, unless such Eligible Securities are included in a “Demand Registration”). The Corporation shall (i) within ten (10) Business Days currently effective registration statement of the receipt Company permitting the resale of such requestEligible Securities in the manner contemplated by the Requesting Investor, give written notice of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass (the “Corporation Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securities, (ii) Company will use its commercially reasonable efforts to file a Registration Statement effect (or an amendment or supplement to a previously filed shelf Registration Statementas promptly as reasonably practicable) in respect the registration, under the Securities Act, of such Demand Registration as soon as reasonably practicable and Eligible Securities for disposition in any event within 60 calendar accordance with the intended method or methods of disposition stated in such request; provided that: a. if the Company shall have previously effected a registration with respect to Eligible Securities pursuant to Article III hereof, the Company shall not be required to effect a registration pursuant to this Article II until a period of one hundred eighty (180) days shall have elapsed from the effective date of the receipt most recent such previous registration; b. if, while a registration request is pending pursuant to this Article II or Article III, (i) the Company is, at such time, in the process of pursuing an underwritten public offering of equity securities and is advised by the managing underwriter(s) that such offering would in its or their opinion be adversely affected by such filing, (ii) the Board of Trustees of the request for a Demand RegistrationCompany determines that any such filing or the offering of any Eligible Securities would be reasonably likely to materially adversely affect or materially delay any proposed material financing, and offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company or the Partnership or (iii) use the Board of Trustees of the Company determines in good faith, with the advice of counsel, that the filing of a registration statement would be reasonably likely to require the disclosure of non-public material information the disclosure of which would be reasonably likely to have a material adverse effect on the Company, then, in each case described in the foregoing clauses (i)-(iii), the Company shall deliver to the Investors a certificate to such effect signed by its commercially reasonable efforts Chief Executive Officer, Executive Chairman, Vice Chairman, or any Executive Vice President, and the Company shall not be required to cause effect a registration pursuant to this Article II until the earlier of (i) the date on which such Registration Statement underwritten public offering concludes, the date upon which such financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction concludes, or the date upon which such material information is disclosed to become effective the public or ceases to be material, respectively, or (ii) sixty (60) days after the Company makes such good faith determination; provided, that only two (2) such certificates may be delivered to the Investors in any twelve (12) consecutive month period, and the aggregate number of days in which any Sales Blackout Periods may be in effect in any twelve (12) consecutive month period shall not exceed one hundred and five (105) days; c. the Company shall not be required to effect (i) more than two (2) registrations pursuant to this Article II in any calendar year or more than four (4) total registrations pursuant to this Article II and (ii) a registration of Eligible Securities, the fair market value of which on the date of the registration request is less than $50,000,000. No registration of Eligible Securities under this Article II shall relieve the Company of its obligation (if necessaryany) as soon as reasonably practicable thereafter and in any event within 120 days to effect registrations of the receipt of the request for a Demand Registration. Subject Eligible Securities pursuant to Section 3(d3.1 hereof; and d. the Company shall not file any registration statement or effect a public offering of its securities during the period of time covered by a certificate relating to an event described in clause (b)(ii) below, the Corporation shall include (other than in connection with such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten proposed transaction described in clause (10b)(ii)) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereof(b)(iii) above.

Request. Subject to Section 3(b), at At any time after 180 calendar days after the closing of Effective Date, one or more Holders (the IPO pursuant "INITIATING HOLDERS") may make a written request (the "INITIATING REQUEST") to an effective Registration Statement the Company for the registration with the Commission under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Securities Act of all or part of such Initiating Holders' Registrable Common Stock; PROVIDED, HOWEVER, that such request shall be made by one or more Holders of an aggregate of at least 5% of the outstanding shares of Registrable Securities held by Patriot by delivering a written Common Stock, which request to shall specify the Corporation specifying the class and number of shares to be disposed of Registrable Securities Patriot wishes to Register and the intended method proposed plan of distribution thereof therefor; and provided further that, notwithstanding the foregoing, each of the Holders who are signatories to this Agreement shall have the absolute right to make at least two (a “Demand Registration”2) such requests during the term of the Agreement (regardless of the amount of outstanding shares to be subject to registration pursuant to such request). The Corporation For purposes of the immediately preceding sentence, Holders that are Affiliates shall (i) within ten (10) Business Days together be considered one Holder. Upon the receipt of any Initiating Request for registration pursuant to this paragraph, the Company promptly shall notify in writing all other Holders of the receipt of such request, give written notice of such Demand Registration to ▇▇▇▇▇▇▇▇ request and Compass (the “Corporation Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securities, (ii) will use its commercially reasonable efforts to file a Registration Statement effect, at the earliest possible date, such registration under the Securities Act of (or an amendment or supplement i) the Registrable Common Stock which the Company has been so requested to a previously filed shelf Registration Statementregister by such Initiating Holders, and (ii) in respect all other Registrable Common Stock which the Company has been requested to register by any other Holders by written request given to the Company within 30 days after the giving of written notice by the Company to such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days other Holders of the receipt Initiating Request, all to the extent necessary to permit the disposition (in accordance with the terms hereof) of the Registrable Common Stock to be so registered; PROVIDED, THAT, (A) the Company shall not be required to effect more than a total of six (6) registrations pursuant to this Section 2 (a) except to the extent necessary to ensure that each of the Holders who are signatories to this Agreement has the absolute right to request and cause at least two (2) such registrations during the term of the Agreement (for purposes of this clause (A), Holders that are Affiliates shall together be considered one Holder), (B) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect such registration pursuant to this Section 2(a) unless such underwriting shall be conducted on a Demand Registration"firm commitment" basis, (C) if the Company shall have previously effected a registration pursuant to this Section 2(a) or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 3 hereof, a Holder shall not request and (iiithe Company shall not be required to effect any registration pursuant to this Section 2(a) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within or Section 3 hereof until a period of 120 days shall have elapsed from the date on which such registration ceased to be effective, and (D) subject to the last sentence of the receipt of the request for a Demand Registration. Subject to Section 3(d) below4 hereof, the Corporation shall include in such Registration all any Holder whose Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests Common Stock was to be included within in any such registration, by written notice to the ten (10) Business Days following their Company, may withdraw such request and, if upon receipt of such notice of the Corporation Noticewithdrawal of such request the Holders that have not elected to withdraw do not hold, as applicable. Notwithstanding in the foregoingaggregate, the Holders shall not, nor shall requisite percentage of the Corporation be required to, take any action that would otherwise be permitted or required Common Stock to initiate a request under this Section 3 if 2(a), then the Company shall not effect such action would violate any agreement entered into under Section 10 hereofregistration and such registration shall not be deemed effected for the purpose of paragraph (A) above.

Request. Subject to Section 3(b)Article ----------------------- ------- II of the Amended and Restated Stockholders' Agreement, at any time after 180 calendar days after time, upon the closing written request of the IPO pursuant to an effective Registration Statement holders of a majority of the Eligible Securities then outstanding requesting that the Company effect the registration under the 1933 Act, Patriot shall have the right to request that the Corporation file Securities Act of a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities held by Patriot by delivering a written request to the Corporation specifying the class and specified number of shares of Registrable Securities Patriot wishes to Register and Eligible Securities, the intended method of distribution thereof (a “Demand Registration”). The Corporation Company shall (i) within ten (10) Business Days of the receipt of such request, promptly give written notice of such Demand Registration requested registration to ▇▇▇▇▇▇▇▇ all holders of Eligible Securities and Compass thereupon the Company shall use its reasonable efforts to effect the registration under the Securities Act of the Eligible Securities which the Company has been so requested to register by the Selling Stockholders, for disposition for cash in accordance with the intended method or methods of disposition specified by the Selling Stockholders (which method of disposition shall be in accordance with the “Corporation Notice”registration requirements of the United States securities laws), but only provided that (i) the Company shall not be required to effect -------- any registration pursuant to this Section 1.1 if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securitiesduring the twelve-month period immediately preceding such request for registration the Company has previously effected a registration pursuant to this Section 1.1, (ii) use its commercially reasonable efforts subject to file Section 1.1(g), the Company shall not be required to effect any registration pursuant to this Section 1.1 after seven registrations requested by holders of Eligible Securities pursuant to this Section 1.1 shall have been effected unless, as to no more than three additional registrations, the holders of a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days majority of the receipt Eligible Securities then outstanding deliver at any time a notice to the effect that such holders agree to pay all Registration Expenses in connection with such additional three registrations; provided, however, that if the Company proposes -------- ------- to redeem pursuant to ARTICLE SIXTH, Section 2.2 of the Articles shares of Class A Stock from the Class A Holders in an amount in excess of 0.25% of the Voting Securities of the Company, and the Selling Stockholders sell such shares pursuant to Section 2.11 or 7.4 of the Amended and Restated Stockholders' Agreement in a registered offering pursuant to which the Selling Stockholders have exercised a demand registration right, such registration shall not count toward the maximum number of registrations provided in this clause (ii) to the proviso to Section 1.1(a), (iii) the Company shall not be obligated to cause any ------- special audit to be undertaken with any such registration, and (iv) the Company shall not be required to effect any registration requested by holders of Eligible Securities pursuant to this Section 1.1 unless either (A) the aggregate market value of all Eligible Securities so requested to be registered exceeds $200 million on the date of delivery of the request for a Demand Registration, and (iii) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days registration based on the average closing price per share on the preceding ten Business Days of the receipt Eligible Securities to be registered (the "Relevant Average Closing Price"), or (B) the registration relates to the sale of Post-Restructuring Series 3 PCS Shares and both (i) the aggregate market value of the Post-Restructuring Series 3 PCS Shares so requested to be registered exceeds $100 million on the date of delivery of the request for a Demand Registration. Subject registration based on the Relevant Average Closing Price with respect to Section 3(dthe Series 1 PCS Stock, and (ii) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within registration involves at least the ten lesser of (10x) Business Days following their receipt Post-Restructuring Series 3 PCS Shares with an aggregate market value of at least $200 million on the date of delivery of the Corporation Noticerequest for registration based on the Relevant Average Closing Price with respect to the Series 1 PCS Stock, as applicable. Notwithstanding and (y) all of the foregoing, Post-Restructuring Series 3 PCS Shares owned by the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereofClass A Holders.

Request. Subject to Section 3(b)section 2.4.2, at any from time to time after 180 calendar days after the closing ------- earliest to occur of (a) the first date on which any Common Shares shall have - been publicly sold pursuant. to a registration statement under the Securities Act, (b) the fifth anniversary of the IPO pursuant to an effective Registration Statement Closing Date, and (c) the date on which - - more than (i) 50% of the Class A Common Shares, or (ii) 50% of the Class B - -- Common Shares (excluding Conversion Common) is, in the aggregate, held by Unrelated Third Parties, upon the written request of the Initiating Holders requesting that the Company effect the registration under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities held by Patriot by delivering a written request to the Corporation specifying the class and number of shares Act of Registrable Securities Patriot wishes to Register and specifying the intended method of distribution thereof (disposition thereof, accompanied by a “Demand Registration”). The Corporation shall (i) within ten (10) Business Days letter from an investment banking firm of national reputation to the receipt effect that the price and other terms of such requestproposed offering appear reasonable in light of then prevailing market conditions, the Company will promptly, but in any event within 20 Shareholder Rights Agreement ---------------------------- days, give written notice of such Demand Registration requested registration to ▇▇▇▇▇▇▇▇ all holders of Registrable Securities and Compass thereupon the Company will use its best efforts to effect the registration under the Securities Act of (i) the “Corporation Notice”)Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition in accordance with the intended method of disposition stated in such request, but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securities, and (ii) use its commercially reasonable efforts all other Registrable Securities which the Company has been requested to file register by the holders thereof by written request given to the Company within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided the Company shall not be required to effect any -------- registration pursuant to this section 4.1 (x) after three registrations - requested pursuant to this section 4.1 shall have been effected, (y) within the - 12 month period immediately following a Registration Statement (or an amendment or supplement registration in connection with which a firm commitment public offering of Registrable Securities shall have become effective under the Securities Act pursuant to a previously filed shelf Registration Statementrequest under this section 4.1, or (z) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days after the third anniversary of the receipt of the request for a Demand Registration, and (iii) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days of the receipt of the request for a Demand RegistrationConversion Termination Date. Subject to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereof.-

Request. Subject to Section 3(b), Upon the written request of one or more Initiating Holders at any time after 180 calendar or times not earlier than 90 days after the closing of date hereof requesting that the IPO pursuant to an effective Registration Statement Company effect the registration under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Securities Act of all or part of such Initiating Holders' Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities held which the Company has been so requested to register by Patriot by delivering such Initiating Holders for disposition in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which shall have made a written request to the Corporation specifying Company for registration thereof within 30 days after the class giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and (iii) all shares of Common Stock which the Company and any Other Stockholders may elect to register in connection with the offering of Registrable Securities pursuant to this Section 2.1, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any, so to be registered; PROVIDED that the Company shall not be required to effect (i) more than two registrations pursuant to this Section 2.1, (ii) any registration of Registrable Securities pursuant to this Section 2.1 unless the aggregate number of shares of Registrable Securities Patriot wishes requested to Register and the intended method be registered by all holders of distribution thereof (a “Demand Registration”). The Corporation shall (i) within ten (10) Business Days Registrable Securities is equal to or greater than 25% of the receipt Registrable Securities originally issuable under the Sale Agreement or have a market value (based upon the closing price of such requestRegistrable Securities quoted on the securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, give written notice as the case may be, on the trading day immediately preceding any request pursuant to this Section 2.1) of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass (at least $5 million at the “Corporation Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securities, (ii) use its commercially reasonable efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days close of the receipt of the request for a Demand Registrationlast trading day prior to such request., and (iii) use its commercially during the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated registration (provided that the Company is actively employing in good faith all reasonable efforts to cause such Registration Statement registration statement to become effective effective), and (iv) if necessary(x) as soon as reasonably practicable thereafter and in any event within 120 days the good faith judgment of the board of directors of the Company, such registration would be seriously detrimental to the Company and the board of directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (y) the Company shall furnish to such Holders a certificate signed by the president of the Company stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental (provided that the Company may not defer the filing for a period of more than one hundred eighty (180) days after receipt of the request for a Demand Registration. Subject to Section 3(d) belowof Initiating Holders, and, provided further, that the Corporation Company shall include not defer its obligation in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take this manner more than once in any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereoftwelve-month period.

Request. Subject The Company shall cause to Section 3(bbe filed on the first business day following the 420th day after the First Closing Date (as defined in the Contribution Agreement), at any time after 180 calendar days after the closing of the IPO pursuant to an effective or as soon as practicable thereafter, a Shelf Registration Statement under providing for the 1933 Act, Patriot shall have sale by the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Investors of all or part of the Registrable Securities held by Patriot by delivering a written request to in accordance with the Corporation specifying the class terms hereof and number of shares of Registrable Securities Patriot wishes to Register and the intended method of distribution thereof (a “Demand Registration”). The Corporation shall (i) within ten (10) Business Days of the receipt of such request, give written notice of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass (the “Corporation Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securities, (ii) will use its commercially reasonable efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days of the receipt of the request for a Demand Registration, and (iii) use its commercially reasonable efforts to cause such Shelf Registration Statement to become be declared effective (if necessary) by the Commission as soon as reasonably practicable thereafter and thereafter. The Company agrees to use its reasonable efforts to keep the Shelf Registration Statement with respect to the Registrable Securities continuously effective so long as any Investor holds Registrable Securities; provided, however, that at any time after the Shelf Registration Statement becomes effective the number of Registrable Securities outstanding is less than 12,500, then the Investors owning the remaining Registrable Securities shall be given notice that the Shelf Registration will be permitted to lapse in any event within 120 days of not less than 90 days, after which 90-day period, the receipt of the request for a Demand RegistrationCompany's obligations under this Section shall cease. Subject to Section 3(d) belowand Section , the Corporation Company further agrees to amend the Shelf Registration Statement if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or any rules and regulations thereunder; provided, however, that the Company shall include in such not be deemed to have used its reasonable efforts to keep the Shelf Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within Statement effective during the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take applicable period if it voluntarily takes any action that would otherwise be permitted or result in the Investors not being able to sell Registrable Securities covered thereby during that period, unless such action is required under this applicable law or the Company has filed a post-effective amendment to the Shelf Registration Statement and the Commission has not declared it effective or except as otherwise permitted by the last three sentences of Section 3 . In the event that all the Subsequent Closings (as defined in the Contribution Agreement) have not yet occurred at the time of the filing of a Shelf Registration Statement hereunder, such registration statement also shall include the maximum estimated number of Shares that Regency reasonably anticipates could constitute Registrable Securities as a result of the remaining Subsequent Closings, and if such action would violate any agreement entered into under Section 10 hereofthe number of Registrable Securities actually issued at all Subsequent Closings exceeds the number of shares covered by the registration statement, Regency shall file an amendment increasing the number of Shares covered by the Shelf Registration Statement, or shall file a new registration statement for the additional Shares.

Request. Subject to Section 3(b), at any time after 180 calendar days after Upon written request from an Investor requesting that the closing of Company effect the IPO pursuant to an effective Registration Statement registration under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Securities Act of all or part of the Registrable Eligible Securities held by Patriot by delivering a written request such Investor, which notice may be delivered at any time after 90 days prior to the Corporation specifying Registration Date for the class applicable Investor Group and number of shares of Registrable Securities Patriot wishes to Register and which notice shall specify the intended method or methods of distribution thereof disposition of such Eligible Securities, the Company will use all reasonable efforts to effect (a “Demand Registration”). The Corporation shall at the earliest possible date) the registration, under the Securities Act, of such Eligible Securities for disposition in accordance with the intended method or methods of disposition stated in such request; provided that: (i) within ten if the Company shall have previously effected a registration with respect to Eligible Securities pursuant to Article IV hereof, the Company shall not be required to effect a registration pursuant to this Article III until a period of one hundred twenty (10120) Business Days days shall have elapsed from the effective date of the most recent such previous registration; (ii) if, upon receipt of a registration request pursuant to this Article III, the Company is advised in writing (with a copy to the Selling Investors) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with a public offering of securities by the Company that, in such firm's opinion, a registration at the time and on the terms requested would materially adversely affect such public offering of securities by the Company (other than an offering in connection with employee benefit and similar plans) (a "Company Offering") that prior to the receipt of such requestthe notice by the Requesting Investor had been contemplated by the Company's Board of Trustees to be filed (and which is in fact filed) within sixty (60) days of receipt of the notice by the Requesting Investors, give written notice the Company shall not be required to effect a registration pursuant to this Article III until the earliest of (i) three months after the completion of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass (the “Corporation Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable SecuritiesCompany Offering, (ii) use its commercially reasonable efforts the termination of any blackout period, if any, required by the underwriters to file a Registration Statement (or an amendment or supplement be applicable to a previously filed shelf Registration Statement) the Selling Investors in respect of connection with such Demand Registration as soon as reasonably practicable Company Offering and agreed to in any event within 60 calendar days of writing by the receipt of the request for a Demand RegistrationSelling Investors, and (iii) use promptly after abandonment of such Company Offering or (iv) four months after the date of written notice requesting registration from the Investor who initially requested registration; (iii) if, while a registration request is pending pursuant to this Article III, the Company determines in the good faith judgment of the Board of Trustees of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise adversely affect a material financing, acquisition, disposition, merger or other comparable transaction, the Company shall deliver a certificate to such effect signed by its commercially reasonable efforts Chief Executive Officer, President, or any Executive Vice President to cause the Selling Investors, and the Company shall not be required to effect a registration pursuant to this Article III until the earlier of (i) the date upon which such Registration Statement material information is disclosed to become effective the public or ceases to be material or (ii) 60 days after the Company makes such good faith determination; and (iv) the Company shall not be required to effect (i) more than two registrations pursuant to this Article III in any calendar year per each Investor Group and (ii) a registration of Eligible Securities, the Fair Market Value of which on the date of the registration request (determined as set forth in the Partnership Agreement) is less than $2,500,000. No registration of Eligible Securities under this Article III shall relieve the Company of its obligation (if necessaryany) as soon as reasonably practicable thereafter and in any event within 120 days to effect registrations of the receipt of the request for a Demand Registration. Subject Eligible Securities pursuant to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 Article IV hereof.

Request. Subject to Section 3(b), at At any time after 180 calendar days or from time to time after the closing 90th day following the issuance of the IPO Preferred Stock pursuant to an effective Registration Statement the Stock Purchase Agreement, upon the written request of one or more Initiating Holders, requesting that the Company effect the registration under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Securities Act of all or part of such Initiating Holders' Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities held which the Company has been so requested to register by Patriot by delivering such Initiating Holders for disposition in accordance with the intended method of disposition stated in such request; (ii) all other Registrable Securities the holders of which shall have made a written request to the Corporation specifying Company for registration thereof within 15 days after the class giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and number (iii) all shares of Common Stock which the Company or other holders of the Company's Common Stock having registration rights may elect to register in connection with the offering of Registrable Securities pursuant to this section 2.1, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any so to be registered; provided, that the Company shall not be required to effect any registration pursuant to this section 2.1 (x) on more than three separate occasions and (y) unless the Holders have requested to sell at least 2 million shares of Registrable Securities Patriot wishes or shares of Registrable Securities to Register and be sold have a fair market value (based upon the intended method closing price of distribution thereof (a “Demand Registration”). The Corporation such Registrable Securities quoted on the securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to this section 2.1) of at least $50 million; provided, however, the Company shall (i) within ten (10) Business Days be required, if so requested, to effect one additional registration pursuant to this Section 2.1 subsequent to the third anniversary of the receipt of such request, give written notice of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass (the “Corporation Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securities, (ii) use its commercially reasonable efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days issuance of the receipt of Preferred Stock to the Holders by the Company which request for a Demand Registrationmay be made by Apollo or its Affiliates, whether or not an Initiating Holder, and will not be subject to the volume or fair market value limitations set forth in clause (iiiy) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days of the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereofabove.

Request. Subject to Section 3(b), at At any time after 180 calendar days after the closing of the IPO pursuant to an effective Registration Statement under the 1933 ActEffective Date, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for all or part any Major Investor holding not less than 10% of the Registrable Securities held by Patriot by delivering all Investors (a “Demanding Investor”) may make a written request to Parent for the Corporation specifying Registration with the class and SEC under the U.S. Securities Act of all or part of such Demanding Investor’s Registrable Securities, which request will specify the number of shares of Registrable Securities Patriot wishes to Register be disposed of by such Demanding Investor and the intended method proposed plan of distribution thereof (a “Demand Registration”therefor. Upon the receipt of any request for Registration pursuant to this Section 1.1(a). The Corporation shall (i) within ten (10) Business Days , Parent will promptly notify the other Investors of the receipt of such request, give written notice . Upon the receipt of such Demand any request for Registration to ▇▇▇▇▇▇▇▇ and Compass (made in accordance with the “Corporation Notice”terms of this Section 1.1(a), but only if ▇▇▇▇▇▇▇▇ or Compass then own Parent will use its reasonable best efforts to effect, at the earliest practicable date, such Registration under the U.S. Securities Act of: (i) the Registrable SecuritiesSecurities that Parent has been so requested to Register by the Demanding Investor, and (ii) use its commercially reasonable efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days of the receipt of the request for a Demand Registration, and (iii) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days of the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests Parent has been requested to Register by the other Investors pursuant to a written request given to Parent within 15 days after the giving of written notice by Parent to such other Investors of the request by the Demanding Investor; all to the extent necessary to permit the disposition (in accordance with Section 1.1(b)) of the Registrable Securities so to be Registered; provided that, (A) Parent will not be required to effect more than a total of six demand Registrations pursuant to this Section 1.1(a) for the Investors; (B) if the intended method of distribution is an underwritten public offering, then Parent will not be required to effect such Registration pursuant to this Section 1.1(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if Parent has previously effected a Registration pursuant to this Section 1.1(a) or has previously effected a Registration of which notice has been given to the Investors pursuant to Section 1.2 or Section 1.3, then Parent will not be required to effect any Registration pursuant to this Section 1.1(a) until a period of 180 days will have elapsed from the date on which such previous Registration ceased to be effective; (D) any Investor whose Registrable Securities were to be included within the ten (10) Business Days following their in any such Registration pursuant to this Section 1.1(a), by written notice to Parent, may withdraw such request and, on Parent’s receipt of notice of such withdrawal with respect to a number of shares of Registrable Securities such that the Corporation NoticeInvestor that has not elected to withdraw does not hold, as applicable. Notwithstanding in the foregoingaggregate, the Holders shall notrequisite amount of shares of Registrable Securities to require or initiate a request for a Registration under clause (E) of this Section 1.1(a), nor shall the Corporation Parent will not be required toto effect such Registration; provided that, take any action if the Investor that would otherwise has elected to withdraw its request for Registration agrees to pay the Expenses related to such Registration, then the request for Registration will not be permitted or required under counted for purposes of determining the number of Registrations to which such Investor is entitled pursuant to this Section 3 if 1.1(a); and (E) Parent will not be required to effect any Registration to be effected pursuant to this Section 1.1(a) unless the shares of Registrable Securities proposed to be sold in such action would violate any agreement entered into under Section 10 hereofRegistration have an aggregate price (calculated based upon the Market Price of such shares of Registrable Securities as of the date of such request) of at least $10,000,000.

Request. Subject to Section 3(b), at any time after 180 calendar days after Upon written request from an Investor requesting that the closing of Company effect the IPO pursuant to an effective Registration Statement registration under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Securities Act of all or part of the Registrable Eligible Securities held by Patriot by delivering a written request to the Corporation specifying the class such Investor, which notice may be delivered at any time and number of shares of Registrable Securities Patriot wishes to Register and which notice shall specify the intended method or methods of distribution thereof disposition of such Eligible Securities, the Company will use its reasonable best efforts to effect (at the earliest possible date) the registration, under the Securities Act, of such Eligible Securities for disposition in accordance with the intended method or methods of disposition stated in such request; provided that: a. if the Company shall have previously effected a “Demand Registration”). The Corporation registration with respect to Eligible Securities pursuant to Article IV hereof, the Company shall not be required to effect a registration pursuant to this Article III until a period of one hundred twenty (120) days shall have elapsed from the effective date of the most recent such previous registration; b. if, while a registration request is pending pursuant to this Article III, the Company determines in the good faith judgment of the Board of Trustees of the Company, with the advice of counsel, which determination shall be made not more than seven Business Days after receipt by the Company of the registration request, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company, the Company shall deliver a certificate to such effect signed by its Chief Executive Officer, President, or any Executive Vice President to the Investors, and the Company shall not be required to effect a registration pursuant to this Article III until the earlier of (i) within ten the date upon which such material information is disclosed to the public or ceases to be material or (10ii) Business Days 30 days after the Company makes such good faith determination; provided, that only one such certificate may be delivered in connection with the filing of any registration statement; and c. the Company shall not be required to effect (i) more than two registrations pursuant to this Article III in any calendar year and (ii) a registration of Eligible Securities, the Fair Market Value of which on the date of the receipt registration request is less than $2,500,000. No registration of such request, give written notice Eligible Securities under this Article III shall relieve the Company of such Demand Registration its obligation (if any) to effect registrations of Eligible Securities pursuant to Article II or IV hereof. d. the Company shall not be required to effect a registration pursuant to this Article III during the period that ends six (6) months prior to the date on which Gary M. Holloway is preven▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ng of any securities of the Company beneficially owned by him pursuant to the underwriters' "lock-up" set forth in the underwriting agreement used for the Company's initial public offering; provided, however that in the event that the underwriters' waive such lock-up then the period of time during which the Company is not required to effect a registration pursuant to Article III shall be similarly reduced; provided further that Gary M. Holloway agre▇▇ and Compass (the “Corporation Notice”), but only if ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇hall he sell or Compass then own Registrable Securities, (ii) use its commercially reasonable efforts offer to file a Registration Statement (sell publicly or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in privately any event within 60 calendar days securities of the receipt of the request Company beneficially owned by him for a Demand Registration, and (iii) use its commercially reasonable efforts period of six consecutive months following the period during which the Company is not required to cause such Registration Statement effect a registration pursuant to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days of the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereofArticle III.

Request. Subject to Section 3(b), If at any time after 180 calendar days after any DLJ Entity or Marsh requests in writing (the closing of requesting Person being referred to as the IPO pursuant to an effective Registration Statement "Initiating Stockholder") that the Company effect the registration under the 1933 Act, Patriot shall have the right to request that the Corporation file Securities Act of a Registration Statement with the SEC on the appropriate registration form for all or part specified number of the Registrable Securities held by Patriot by delivering a written request to the Corporation it and specifying the class and number of shares of Registrable Securities Patriot wishes to Register and the intended method of distribution thereof (disposition thereof, a “Demand Registration”). The Corporation shall (i) within ten (10) Business Days copy of the receipt of such request, give written notice of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass which request (the “Corporation "Company Notice”") shall be sent by the Company to the other Persons entitled to request registration under this Section 2(a) that have not made such registration request (the "Other Stockholders"), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securitiesthe Company will, (iiin accordance with the provisions of Section 2(c) hereof, use its commercially reasonable efforts to file a Registration Statement (or an amendment or supplement effect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to a previously filed shelf Registration Statement) register by the Initiating Stockholder and by any Other Stockholders, so long as such Other Stockholders have requested that such Registrable Securities be included in respect of such Demand Registration as soon as reasonably practicable and in any event registration within 60 calendar 10 days of the receipt date of the Company Notice, for disposition in accordance with the intended method or methods of disposition stated in the request for a Demand Registrationby the Initiating Stockholder, and all to the extent requisite to permit the disposition (iiiin accordance with the intended methods thereof as aforesaid) use its commercially of Registrable Securities to be so registered; provided that the Company shall not be required to effect (A) more than three registrations requested by the DLJ Entities pursuant to this Section 2(a), (B) more than two registrations requested by Marsh pursuant to this Section 2(a), (C) any registration under this Section 2(a) unless the Registrable Securities requested to be included therein by the Initiating Stockholder, in the reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days judgment of the receipt Board exercised in good faith, have an aggregate fair market value of at least $25,000,000, unless the Registrable Securities requested to be included therein constitute all of the Registrable Securities then owned by the Initiating Stockholder (and, in case of any DLJ Entity, all other DLJ Entities) or (D) any registration under this Section 2(a) prior to the earlier of the date that is six months after the effective date of the Company's most recent registration statement (other than a registration on Form S-4 or Form S-8 or any successor or similar forms) pursuant to which Registrable Securities are to be or were sold pursuant to this Section 2(a) or the date that is three months after the effective date of the Company's most recent registration statement (other than a registration on Form S-4 or Form S-8 or any successor or similar forms) pursuant to which the DLJ Entities or Marsh were entitled to request for a Demand Registration. Subject that Registrable Securities be sold pursuant to Section 3(d2(b). Any request by an Initiating Stockholder pursuant to the first sentence of this Section 2(a) belowshall indicate that such Initiating Stockholder intends, in good faith, to dispose of all of the Corporation shall include in such Registration all Registrable Securities as to which a request is made pursuant to this Section 2(a) pursuant to an underwritten public offering; provided that such intention shall not preclude a change to the plan of distribution to allow block trades, it being understood that no such change may be made with the intention of converting such registration into the functional equivalent of an "equity shelf." A request to register Registrable Securities pursuant to this Section 2(a) that is made by any DLJ Entity or ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoingcase may be, in its capacity as an "Other Stockholder" shall not reduce the Holders shall notnumber of registrations available to such entity pursuant to paragraph (A) or (B), nor shall as the Corporation be required tocase may be, take any action that would otherwise be permitted or required under of this Section 3 if such action would violate any agreement entered into under Section 10 hereof2(a)(i).

Request. Subject to Section 3(b), at any time after 180 calendar days after Upon the closing written request of a Holder (the IPO pursuant to an effective Registration Statement "Initiating Holder") requesting that the Company effect the registration under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Securities Act of all or part of the such Holder's Registrable Securities held by Patriot by delivering a written request to the Corporation and specifying the class and number of shares of Registrable Securities Patriot wishes to Register and the intended method or methods of distribution thereof disposition thereof, the Company will promptly, but in any event within twenty (a “Demand Registration”). The Corporation shall (i20) within ten (10) Business Days of the receipt of such requestdays, give written notice of such Demand Registration requested registration to ▇▇▇▇▇▇▇▇ all other Holders and Compass thereupon will use its best efforts to effect the registration under the Securities Act of: (i) the “Corporation Notice”)Registrable Securities which the Company has been so requested to register by the Initiating Holder, but only if ▇▇▇▇▇▇▇▇ for disposition in accordance with the intended method or Compass then own Registrable Securitiesmethods of disposition stated in such request, and (ii) use its commercially reasonable efforts all other Registrable Securities which the Company has been requested to file a Registration Statement register by the holders thereof by written request delivered to the Company within twenty (or an amendment or supplement to a previously filed shelf Registration Statement20) in respect days after the giving of such Demand Registration written notice by the Company (which request shall specify the intended method or methods of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as soon as reasonably practicable and in any event within 60 calendar days aforesaid) of the receipt Registrable Securities so to be registered, provided that (A) the Company shall not be required to effect any registration pursuant to this Section 2.1 prior to the date which is six (6) months after the Effective Time, (B) if the Company shall have previously effected a registration pursuant to this Section 2.1 or shall have previously effected a registration of which notice has been given to all Holders pursuant to Section 2.2 hereof, the Company shall 2 not be required to effect a registration pursuant to this Section 2.1 until a period of six (6) months shall have elapsed from the effective date of the request for a Demand Registration, most recent such previous registration and (iiiC) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days of the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation Company shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation not be required to, take to effect any action that would otherwise be permitted or required under registration pursuant to this Section 3 if such action would violate any agreement entered into under Section 10 hereof2.1 on more than three (3) separate occasions.

Request. Subject From and after the date of this Agreement and subject to Section 3(b4.3 and the cutback provisions of Section 4.2 (if applicable), at any time after 180 calendar days after upon written request from the closing of Investor requesting that the IPO pursuant to an effective Registration Statement Company effect the registration under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Securities Act of all or part of the Registrable Eligible Securities held by Patriot by delivering a written request to the Corporation specifying Investor, which notice may be delivered at any time after the class date of this Agreement and number of shares of Registrable Securities Patriot wishes to Register and which notice shall specify the intended method or methods of distribution thereof (a “Demand Registration”). The Corporation shall (i) within ten (10) Business Days of the receipt disposition of such request, give written notice of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass Eligible Securities (the “Corporation Registration Request Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securitiesunless such Eligible Securities are included in a currently effective registration statement of the Company permitting the resale of such Eligible Securities in the manner contemplated by the Investor, (ii) the Company will use its commercially reasonable best efforts to (as promptly as practicable) file a Registration Statement the appropriate registration statement under the Securities Act with the SEC and (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon promptly as reasonably practicable and practicable, but in any event within 60 calendar 180 days of such request) cause such registration statement to be declared effective by the SEC and to permit the disposition of such Eligible Securities in accordance with the intended method or methods of disposition stated in such request; provided, that: (a) if the Company shall have previously caused a registration statement to be declared effective by the SEC with respect to Eligible Securities pursuant to Article III, the Company shall not be required to cause a subsequent registration statement to be declared effective by the SEC pursuant to this Article II until a period of ninety (90) days shall have elapsed from the effective date of such previous registration statement; and (b) the Company shall not be required to effect (i) more than three (3) registrations pursuant to this Article II in any calendar year or (ii) a registration of Eligible Securities, the fair market value of which on the date of receipt by the Company of the request for a Demand Registration, and (iii) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days of the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereofRequest Notice is less than $25 million.

Request. Subject to Section 3(b), at At any time after 180 calendar days and from time to time after the closing of the IPO pursuant to an effective Registration Statement under the 1933 Actdate hereof, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities held by Patriot by delivering Investor may make a written request to the Corporation specifying Company for the class and registration with the Commission under the Securities Act of all or part of Investor’s Registrable Securities, which request shall specify the number of shares of Registrable Securities Patriot wishes to Register be disposed of by Investor and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this paragraph, the Company will use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by Investor, all to the extent necessary to permit the disposition (in accordance with Section 2.1(c) hereof) of the Registrable Securities so to be registered; provided that: (A) if the intended method of distribution thereof (is an underwritten Public Offering, the Company shall not be required to effect such registration pursuant to this Section 2.1(a) unless such underwriting shall be conducted on a “Demand Registration”). The Corporation firm commitment” basis; (B) if the Company has previously effected a registration pursuant to this Section 2.1(a) or Section 2.1(g) hereof, the Company shall not be required to effect any registration pursuant to this Section 2.1(a) until a period of 180 days shall have elapsed from the date on which such previous registration ceased to be effective; (iC) within ten the Company shall not be required to effect any registration to be effected pursuant to this Section 2.1(a) unless the shares of Registrable Securities proposed to be sold in such registration have an aggregate price (10) Business Days calculated based upon the Market Price of such Registrable Securities as of the receipt date of such request) of at least $1,000,000; (D) if at the time a demand for registration is made under this Section 2.1(a), give written notice the Company is a (1) “well-known seasoned issuer” (as defined in Rule 405 of the Securities Act) or (2) eligible to use Form S-3 for primary offerings pursuant to General Instruction I.B.1 of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass (form, then in each case the “Corporation Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securities, (ii) use its commercially reasonable efforts Company’s obligation to file a Registration Statement (or an amendment or supplement registration statement under this Section 2.1(a) shall be deemed satisfied if there is a Form S-3 on file pursuant to a previously filed shelf Registration Statement) in respect which Investor shall be entitled to dispose of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days of the receipt of the request for a Demand Registration, and (iii) use all its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days of the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests it has requested to be included within register; and (E) the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders Company shall not, nor shall the Corporation not be required to, to take any action that would otherwise be permitted or required under pursuant to this Section 3 2.1 if such action would violate any agreement entered into under it has previously filed and caused to remain effective for the period required by Section 10 hereof2.1(f) at least two registration statements.

Request. Subject The Company shall cause to Section 3(bbe filed on the later of (a) the first business day following the 15th day after the First Closing Date (as defined in the Contribution Agreement), at any time after 180 calendar days after the closing of the IPO pursuant to an effective or (b) May 1, 1998, or as soon as practicable thereafter, a Shelf Registration Statement under providing for the 1933 Act, Patriot shall have sale by the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Investors of all or part of the Registrable Securities held by Patriot by delivering a written request to in accordance with the Corporation specifying the class terms hereof and number of shares of Registrable Securities Patriot wishes to Register and the intended method of distribution thereof (a “Demand Registration”). The Corporation shall (i) within ten (10) Business Days of the receipt of such request, give written notice of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass (the “Corporation Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securities, (ii) will use its commercially reasonable efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days of the receipt of the request for a Demand Registration, and (iii) use its commercially reasonable efforts to cause such Shelf Registration Statement to become be declared effective (if necessary) by the Commission as soon as reasonably practicable thereafter and thereafter. The Company agrees to use its reasonable efforts to keep the Shelf Registration Statement with respect to the Registrable Securities continuously effective so long as any Investor holds Registrable Securities; provided, however, that at any time after the Shelf Registration Statement becomes effective the number of Registrable Securities outstanding is less than 12,500, then the Investors owning the remaining Registrable Securities shall be given notice that the Shelf Registration will be permitted to lapse in any event within 120 days of not less than 90 days, after which 90-day period, the receipt of the request for a Demand RegistrationCompany's obligations under this Section 2.1.1 shall cease. Subject to Section 3(d) below2.2.2 and Section 2.2.11, the Corporation Company further agrees to amend the Shelf Registration Statement if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or any rules and regulations thereunder; provided, however, that the Company shall include in such not be deemed to have used its reasonable efforts to keep the Shelf Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within Statement effective during the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take applicable period if it voluntarily takes any action that would otherwise be permitted or result in the Investors not being able to sell Registrable Securities covered thereby during that period, unless such action is required under this applicable law or the Company has filed a post- effective amendment to the Shelf Registration Statement and the Commission has not declared it effective or except as otherwise permitted by the last three sentences of Section 3 if such action would violate any agreement entered into under Section 10 hereof2.2.

Request. Subject From and after the date of this Agreement and subject to Section 3(b4.3 and the cutback provisions of Section 4.2(e) (if applicable), at any time after 180 calendar days after upon written request from the closing of Investor requesting that the IPO pursuant to an effective Registration Statement Company effect the registration under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Securities Act of all or part of the Registrable Securities held by Patriot by delivering a written request to Eligible Securities, which notice may be delivered at any time after the Corporation specifying the class date of this Agreement and number of shares of Registrable Securities Patriot wishes to Register and which notice shall specify the intended method or methods of distribution thereof (a “Demand Registration”). The Corporation shall (i) within ten (10) Business Days of the receipt disposition of such request, give written notice of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass Eligible Securities (the “Corporation Registration Request Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securities, (ii) use its commercially reasonable efforts to file unless such Eligible Securities are included in a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect currently effective registration statement of the Company permitting the resale of such Demand Registration Eligible Securities in the manner contemplated by the Investor, the Company will (as soon promptly as reasonably practicable and practicable, but in any event within 60 calendar sixty (60) days of such request) file the receipt of appropriate registration statement under the request for a Demand Registration, Securities Act with the SEC and (iii) will use its commercially reasonable best efforts to cause such Registration Statement to become effective (if necessary) as soon promptly as reasonably practicable thereafter and practicable, but in any event within 120 one hundred eighty (180) days of such request) cause such registration statement to be declared effective by the SEC and to permit the disposition of such Eligible Securities in accordance with the intended method or methods of disposition stated in such request; provided, that: (a) if the Company shall have previously caused a registration statement to be declared effective by the SEC with respect to Eligible Securities pursuant to Article III, the Company shall not be required to cause a subsequent registration statement to be declared effective by the SEC pursuant to this Article II until a period of ninety (90) days shall have elapsed from the effective date of such previous registration statement; and (b) the Company shall not be required to effect (i) more than three (3) registrations pursuant to this Article II in any calendar year or (ii) a registration of Eligible Securities if (x) the fair market value of such Eligible Securities on the date of receipt by the Company of the request for a Demand Registration. Subject Registration Request Notice is less than $25 million and (y) the registration relates to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt less than 7.43% of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereofEligible Securities then outstanding.

Request. Subject to Section 3(b), at At any time after 180 calendar days or from time to time after the closing 12 month period immediately following the Company's initial public offering of shares of Common Stock, the Company shall receive from any Holder or group of Holders holding at least a majority of the IPO pursuant Registrable Securities (the "Initiating Holders") a written (a) promptly give written notice of the proposed registration, qualification or compliance to all other Holders holding Registrable Securities; and (b) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective Registration Statement amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the 1933 Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section: (i) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 1933 Act, (ii) after the Company has effected one such registration pursuant to this Section 3.1 and such registration has been declared or ordered effective and the securities offered pursuant to such registration have been sold; or (iii) within six (6) months following the effective date of a registration statement previously filed by the Company. Subject to the foregoing clauses (i), Patriot (ii) and (iii), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. If, however, the Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall 6 have the right to request that the Corporation file defer such filing for a Registration Statement with the SEC on the appropriate registration form for all or part period of the Registrable Securities held by Patriot by delivering a written request to the Corporation specifying the class and number of shares of Registrable Securities Patriot wishes to Register and the intended method of distribution thereof not more than one hundred eighty (a “Demand Registration”). The Corporation shall (i180) within ten (10) Business Days of the receipt of such request, give written notice of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass (the “Corporation Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securities, (ii) use its commercially reasonable efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days of the after receipt of the request for a Demand Registrationof the Initiating Holder, and (iii) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and provided, however, that the Company may not utilize this right more than once in any event within 120 days of the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereoftwelve-month period.

Request. Subject At any time and from time to time during the period commencing 180 days after the expiration of the Initial Registration Period, the Requesting Holders may make a written request (the “Initiating Request”) to SEI, acting for itself and as agent for the other Issuers, for the registration with the Commission under the Securities Act of all or part of such Requesting Holders’ Registrable Notes, which Initiating Request shall specify the principal amount of Notes proposed to be disposed of by such Requesting Holders and the proposed plan of distribution therefor. Upon the receipt of any Initiating Request for registration pursuant to this Section 3(a), SEI shall cause the Issuers to promptly shall notify in writing all other Holders of the receipt of such request and will use their reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act, including a Shelf Registration, if applicable, of (i) the Registrable Notes which the Issuers have been so requested to register by such Requesting Holder or Holders, and (ii) all other Registrable Notes which the Issuers have been requested to register by any other Holders by written request given to the Issuers within 30 days after the giving of written notice by the Issuers to such other Holders of the Initiating Request, all to the extent necessary to permit the disposition (in accordance with Section 6(c) hereof) of the Registrable Notes so to be registered; provided, that, (A) the Issuers shall not be required to effect more than a total of four registrations pursuant to this Section 3(a) (including a Shelf Registration effected pursuant to Section 3(b), at any time after 180 calendar days after the closing of the IPO pursuant to an effective Registration Statement under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities held by Patriot by delivering a written request to the Corporation specifying the class and number of shares of Registrable Securities Patriot wishes to Register and ), (B) if the intended method of distribution thereof (is an underwritten Public Offering of the Notes, the Issuers shall not be required to effect such registration pursuant to this Section 3(a) unless such underwriting shall be conducted on a “Demand Registration”firm commitment” basis, (C) if the Issuers shall have previously effected a registration pursuant to this Section 3(a) (including one registration effected pursuant to Section 3(b). The Corporation ) or shall (i) within ten (10) Business Days have previously effected a registration of which notice has been given to the receipt of such requestHolders pursuant to Section 4 hereof, give written notice of such Demand Registration the Issuers shall not be required to ▇▇▇▇▇▇▇▇ and Compass (the “Corporation Notice”), but only if ▇▇▇▇▇▇▇▇ effect any registration or Compass then own Registrable Securities, (ii) use its commercially reasonable efforts to file a Registration Statement (or an amendment or supplement pursuant to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days of the receipt of the request for a Demand Registration, and (iii) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days of the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereof.this

Request. Subject to the other provisions of this Section 3(b)1 and the other provisions of this Exhibit A, at any time after 180 calendar days after (i) the closing Corporation's initial Qualified Public Offering (ii) a transaction described in Section 6.1(b)(ii) or (iii) of the IPO pursuant to Shareholders Agreement with an effective Registration Statement under issuer whose Shares are listed on a US national securities exchange or a Canadian securities exchange or quoted on the 1933 ActNASDAQ, Patriot shall have NMS or Small Cap, or (iii) the right to conversion by the Investor of its Shares as provided in Article III of the Shareholders' Agreement, upon the written request of the Investor, requesting that the Corporation file a Registration Statement with the SEC on the appropriate registration form for all or part issuer of the Registrable Securities (the "ISSUER") held by Patriot by delivering the Investor effect the registration under the securities laws of the jurisdiction in which such Issuer's Shares are registered or the qualification for sale in Canada (a written request "QUALIFICATION") pursuant to a final prospectus (a "CANADIAN PROSPECTUS") filed with, and in respect of which a receipt has been issued by, each of the Corporation specifying securities commissions or similar regulatory authority of each of the class and number provinces of shares Canada (the "CANADIAN COMMISSIONS"), of all or any part of such the Investor's Registrable Securities Patriot wishes to Register and (but not less than 250,000 Registrable Securities), the intended method of distribution thereof (a “Demand Registration”). The Corporation shall (i) within ten (10) Business Days of the receipt of such request, Issuer will as soon as is practicable give written notice of such Demand Registration requested registration or Qualification to ▇▇▇▇▇▇▇▇ and Compass (the “Corporation Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own all holders of Registrable Securities, (ii) and thereupon will use its commercially reasonable best efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration effect, as soon expeditiously as reasonably practicable and in any event within 60 calendar days of the receipt of the request for a Demand Registration, and (iii) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days of the receipt of the request for a Demand Registration. Subject to Section 3(d) belowpracticable, the Corporation shall include in such Registration all registration or Qualification under the applicable securities laws of Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests which the Issuer has been so requested to be included within register by the ten (10) Business Days following their receipt of the Corporation Notice, as applicableInvestor. Notwithstanding the foregoing, the Holders Issuer shall not, nor shall the Corporation not be required to, take any action that would otherwise be permitted to effect a registration or required under Qualification pursuant to this Section 3 1.1: (a) if the Issuer has already effected one (1) registration or Qualification pursuant to this Section 1.1 at the request of Investor and such action would violate any agreement entered registration or Qualification has been declared or ordered effective; or (b) within one hundred eighty (180) days after a merger, amalgamation or other reorganization pursuant to which the Common Shares have been exchanged or converted into under Section 10 hereof.common shares of Mayor's Jewelers Inc.

Request. Subject to Section 3(b), If at any time after 180 calendar days after March 31, 1998, the closing of Company does not make available to the IPO pursuant Holders for any reason (other than an Excusable Reason) the Shelf Registration statement contemplated by Section 2 hereof, one or more Holders (the "Initiating Holders") may make a written request (the "Initiating Request") to an effective Registration Statement the Company for the registration with the Commission under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Securities Act of all or part of such Initiating (i) the Registrable Securities held Common Stock which the Company has been so requested to register by Patriot such Initiating Holder, and (ii) all other Registrable Common Stock which the Company has been requested to register by delivering a any other Holders by written request given to the Corporation specifying Company within 30 days after the class and number giving of shares written notice by the Company to such other Holders of the Initiating Request, all to the extent necessary to permit the disposition (in accordance with Section 3(b) hereof) of the Registrable Securities Patriot wishes Common Stock so to Register and be registered; provided, that, (A) if the intended method of distribution thereof is an underwritten public offering, the Company shall not be required to effect such registration pursuant to this Section 3(a) unless such underwriting shall be conducted on a "firm commitment" basis, (a “Demand Registration”). The Corporation shall (iB) within ten (10) Business Days subject to the last sentence of Section 5 hereof, any Holder whose Registrable Common Stock was to be included in any such registration, by written notice to the Company, may withdraw such request and, on receipt of such request, give written notice of the withdrawal of such Demand Registration request from Holders holding a percentage of Common Stock, such that the Holders that have not elected to ▇▇▇▇▇▇▇▇ and Compass (withdraw do not hold, in the “Corporation Notice”aggregate, the requisite percentage of the Common Stock to initiate a request under this Section 3(a), but only if ▇▇▇▇▇▇▇▇ or Compass then own the Company need not effect such registration, and (C) the Company shall not be required to effect any registration to be effected pursuant to this Section 3(a) unless at least 10% of the shares of Registrable Securities, (ii) use its commercially reasonable efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect Common Stock outstanding at the time of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days of the receipt of the request for a Demand Registration, and (iii) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days of the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests is to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if in such action would violate any agreement entered into under Section 10 hereofregistration.

Request. Subject to Section 3(b), at any time after 180 calendar days after Upon written request from an Investor requesting that the closing of Company effect the IPO pursuant to an effective Registration Statement registration under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Securities Act of all or part of the Registrable Eligible Securities held by Patriot by delivering a written request such Investor, which notice may be delivered at any time within three months prior to the Corporation specifying Registration Date for the class applicable Investor Group and number of shares of Registrable Securities Patriot wishes to Register and which notice shall specify the intended method or methods of distribution thereof disposition of such Eligible Securities, the Company will use all reasonable efforts to effect (at the earliest possible date) the registration, under the Securities Act, of such Eligible Securities for disposition in accordance with the intended method or methods of disposition stated in such request; provided that: 3.1. if the Company shall have previously effected a registration with respect to Eligible Securities pursuant to Article 4 hereof, the Company shall not be required to effect a registration pursuant to this Article 3 until a period of one hundred twenty (120) days shall have elapsed from the effective date of the most recent such previous registration; 3.2. if, upon receipt of a registration request pursuant to this Article 3, the Company is advised in writing (with a copy to the Selling Investors) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with a public offering of securities by the Company that, in such firm's opinion, a registration at the time and on the terms requested would materially adversely affect such public offering of securities by the Company (other than an offering in connection with employee benefit and similar plans) (a “Demand Registration”). The Corporation "Company Offering") that prior to the receipt of the notice by the Requesting Investor had been contemplated by the Company's Board of Trustees to be filed (and which is in fact filed) within sixty (60) days of receipt of the notice by the Requesting Investors, the Company shall not be required to effect a registration pursuant to this Article 3 until the earliest of (i) within ten (10) Business Days of three months after the receipt completion of such request, give written notice of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass (the “Corporation Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable SecuritiesCompany Offering, (ii) use its commercially reasonable efforts the termination of any blackout period, if any, required by the underwriters to file a Registration Statement (or an amendment or supplement be applicable to a previously filed shelf Registration Statement) the Selling Investors in respect of connection with such Demand Registration as soon as reasonably practicable Company Offering and agreed to in any event within 60 calendar days of writing by the receipt of the request for a Demand RegistrationSelling Investors, and (iii) use promptly after abandonment of such Company Offering or (iv) four months after the date of written notice requesting registration from the Investor who initially requested registration; 3.3. if, while a registration request is pending pursuant to this Article 3, the Company determines in the good faith judgment of the Board of Trustees of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise adversely affect a material financing, acquisition, disposition, merger or other comparable transaction, the Company shall deliver a certificate to such effect signed by its commercially reasonable efforts Chief Executive Officer, President, or any Executive Vice President to cause the Selling Investors, and the Company shall not be required to effect a registration pursuant to this Article 3 until the earlier of (i) the date upon which such Registration Statement material information is disclosed to become effective the public or ceases to be material or (ii) 60 days after the Company makes such good faith determination; and 3.4. the Company shall not be required to effect (i) more than two registrations pursuant to this Article 3 in any calendar year per each Investor Group and (ii) a registration of Eligible Securities, the Fair Market Value of which on the date of the registration request (determined as set forth in the Partnership Agreement) is less than $_______ million. No registration of Eligible Securities under this Article 3 shall relieve the Company of its obligation (if necessaryany) as soon as reasonably practicable thereafter and in any event within 120 days to effect registrations of the receipt of the request for a Demand Registration. Subject Eligible Securities pursuant to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 Article 4 hereof.

Request. Subject to Section 3(b), at At any time after 180 calendar days and from time to time after the closing of date hereof, the IPO pursuant Stockholder may make a written request to an effective Registration Statement the Company for the registration with the Commission under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Securities Act of all or part of the Stockholder’s Registrable Securities held by Patriot by delivering a written Common Stock which request to shall specify the Corporation specifying the class and number of shares of Registrable Common Stock to be disposed of by the Stockholder and the proposed plan of distribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this paragraph, the Company will use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Patriot wishes Act of the Registrable Common Stock which the Company has been so requested to Register and register by the Stockholder so as to permit the disposition of the Registrable Common Stock so to be registered; provided that: (i) the Company shall not be required to effect more than a total of one demand registration pursuant to this Section 2.1(a); (ii) if the intended method of distribution thereof (is an underwritten Public Offering, the Company shall not be required to effect such registration pursuant to this Section 2.1(a) unless such underwriting shall be conducted on a “Demand Registration”firm commitment” basis; (iii) if the Company has previously effected a registration pursuant to this Section 2.1(a) or Section 2.1(g) hereof or has previously effected a registration of which notice has been given to the Stockholder pursuant to Section 2.2 hereof, the Company shall not be required to effect any registration pursuant to this Section 2.1(a) until a period of 180 days shall have elapsed from the date on which the previous such registration ceased to be effective; (iv) the Stockholder, by written notice to the Company, may withdraw such request and, on the Company’s receipt of notice of such withdrawal, the Company shall not be required to effect such registration; provided that, if the Stockholder agrees to pay the Expenses related to such registration, then the request for registration shall not be counted for purposes of determining the number of registrations to which the Stockholder is entitled pursuant to this Section 2.1(a). The Corporation ; and (v) the Company shall not be required to effect any registration to be effected pursuant to this Section 2.1(a) unless the shares of Registrable Common Stock proposed to be sold in such registration have an aggregate price (i) within ten (10) Business Days calculated based upon the Market Price of such shares of Registrable Common Stock as of the receipt date of such request, give written notice ) of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass (the “Corporation Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securities, (ii) use its commercially reasonable efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days of the receipt of the request for a Demand Registration, and (iii) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days of the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereofat least $8,000,000.

Request. Subject to Section 3(b)the limitations provided herein, at any time after the earlier of (i) June 30, 2002 and (ii) 180 calendar days after the closing date on which the Company completes an underwritten public offering of equity interests of the IPO Company, upon the written request (specifying that it is being made pursuant to an effective Registration Statement this Section 2. 1) of the Purchasers, requesting that the Company effect the registration under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Securities Act of all or part of the Purchasers' Registrable Securities (but in any event not less than 50% of the Registrable Securities held by Patriot by delivering all of the Purchasers (calculated on a written request to the Corporation fully converted, fully exercised basis)), and specifying the class and number of shares of Registrable Securities Patriot wishes to Register and (x) the intended method of distribution thereof disposition thereof, (a “Demand Registration”). The Corporation shall y) whether or not such requested registration is to be an underwritten offering, and (iz) within ten the price range (10net of underwriting discounts and commissions) Business Days of acceptable to the receipt of Purchasers to be received for such request, give written notice of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass (the “Corporation Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securities, (ii) the Company will use its commercially reasonable measurable efforts to file effect no more than one registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Purchasers. If the Company is required to effect a Registration Statement (registration pursuant to this Section 2 and the Company furnishes to the Purchasers a certificate signed by the President of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or an amendment or supplement before the date such filing would otherwise be required hereunder and it is therefore necessary to a previously filed shelf Registration Statement) in respect defer the filing of such Demand Registration as soon as reasonably practicable and registration statement, the Company shall have the right, not more than once in any event within 60 calendar 12-month period, to defer such filing for a period of not more than 120 days of the after receipt of the request for such registration from a Demand RegistrationPurchaser; provided that during such time the Company may not file a registration statement for securities to be issued and sold for its own account or that of anyone other than the Purchasers other than on Form ▇-▇, and (iii) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in ▇-▇ or any event within 120 days of successor similar forms or any other form not available for registering the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests for sale to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereofpublic.

Request. Subject to Section 3(b)Article II of the Stockholders' Agreement, at any time after 180 calendar days after time, upon the closing written request of the IPO pursuant to an effective Registration Statement holders of a majority of the Eligible Securities then outstanding requesting that the Company effect the registration under the 1933 Act, Patriot shall have the right to request that the Corporation file Securities Act of a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities held by Patriot by delivering a written request to the Corporation specifying the class and specified number of shares of Registrable Securities Patriot wishes to Register and Eligible Securities, the intended method of distribution thereof (a “Demand Registration”). The Corporation Company shall (i) within ten (10) Business Days of the receipt of such request, promptly give written notice of such Demand Registration requested registration to ▇▇▇▇▇▇▇▇ all holders of Eligible Securities and Compass thereupon the Company shall use its reasonable efforts to effect the registration under the Securities Act of the Eligible Securities which the Company has been so requested to register by the Selling Stockholders, for disposition for cash in accordance with the intended method or methods of disposition specified by the Selling Stockholders (which method of disposition shall be in accordance with the “Corporation Notice”registration requirements of the United States securities laws), but only provided that (i) the Company shall not be required to effect any registration pursuant to this Section 1.1 if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securitiesduring the twelve-month period immediately preceding such request for registration the Company has previously effected a registration pursuant to this Section 1.1, (ii) use its commercially reasonable efforts subject to file Section 1.1(g), the Company shall not be required to effect any registration pursuant to this Section 1.1 after five registrations requested by holders of Eligible Securities pursuant to this Section 1.1 shall have been effected unless, as to no more than two additional registrations, the holders of a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days majority of the receipt Eligible Securities then outstanding deliver at any time a notice to the effect that such holders agree to pay all Registration Expenses in connection with such additional two registrations; provided, however, that if the Company proposes to redeem pursuant to Section 2 of that portion of ARTICLE SIXTH of the Articles entitled "GENERAL PROVISIONS RELATING TO ALL STOCK" shares of Class A Stock from the Class A Holders in an amount in excess of 0.25% of the Voting Securities of the Company, and the Selling Stockholders sell such shares pursuant to Section 2.11 or 7.4 of the Stockholders' Agreement in a registered offering pursuant to which the Selling Stockholders have exercised a demand registration right, such registration shall not count toward the maximum number of registrations provided in this clause (ii) to the proviso to Section 1.1(a), (iii) the Company shall not be obligated to cause any special audit to be undertaken with any such registration, and (iv) the Company shall not be required to effect any registration requested by holders of Eligible Securities pursuant to this Section 1.1 unless the aggregate market value of all Eligible Securities so requested to be registered exceeds $200 million on the date of delivery of the request for a Demand Registration, and registration (iii) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days based on the average closing price per share of Common Stock on the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the preceding ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereofDays).

Request. Subject From and after the one (1) year anniversary of the first day of the first full calendar month following the date of this Agreement and subject to Section 3(b)4.3, at any time after 180 calendar days after upon written request from a Requesting Investor requesting that the closing of Company effect the IPO pursuant to an effective Registration Statement registration under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Securities Act of all or part of the Registrable Eligible Securities held by Patriot by delivering a written request to the Corporation specifying the class such Investor, which notice may be delivered at any time after such one (1) year anniversary and number of shares of Registrable Securities Patriot wishes to Register and which notice shall specify the intended method or methods of distribution thereof (a “Demand Registration”). The Corporation shall (i) within ten (10) Business Days of the receipt disposition of such request, give written notice of such Demand Registration to ▇▇▇▇▇▇▇▇ and Compass Eligible Securities (the “Corporation Registration Request Notice”), but only if ▇▇▇▇▇▇▇▇ or Compass then own Registrable Securitiesunless such Eligible Securities are included in a currently effective registration statement of the Company permitting the resale of such Eligible Securities in the manner contemplated by the Requesting Investor, (ii) the Company will use its commercially reasonable best efforts to (as promptly as practicable) file a Registration Statement the appropriate registration statement under the Securities Act with the SEC and (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of such Demand Registration as soon promptly as reasonably practicable and practicable, but in any event within 60 calendar 180 days of such request) cause such registration statement to be declared effective by the receipt SEC and to permit the disposition of such Eligible Securities in accordance with the intended method or methods of disposition stated in such request; provided, that: (a) if the Company shall have previously caused a registration statement to be declared effective by the SEC with respect to Eligible Securities pursuant to Article III, the Company shall not be required to cause a subsequent registration statement to be declared effective by the SEC pursuant to this Section 2.1 until a period of ninety (90) days shall have elapsed from the effective date of the request for most recent such previous registration, unless such earlier registration was pursuant to Section 3.1 and the Selling Investors in connection therewith were subjected to a Demand Registration, and cutback in accordance with Section 3.1(e); and (iiib) use its commercially reasonable efforts the Company shall not be required to cause such Registration Statement effect (i) more than three (3) registrations pursuant to become effective (if necessary) as soon as reasonably practicable thereafter and this Article II in any event within 120 days calendar year or (ii) a registration of Eligible Securities, the fair market value of which on the date of receipt by the Company of the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereofRequest Notice is less than $5,000,000.

Request. Subject to Section 3(b), (a) If at any time after 180 calendar days after the closing of Trust shall make a written request to the IPO pursuant to an effective Registration Statement Company that the Company effect the registration under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Securities Act of all or part of the Trust’s Registrable Securities, the Company will use its commercially reasonable efforts to effect the registration under the Securities Act of the Registrable Securities held by Patriot by delivering a written request which the Company has been so requested to the Corporation specifying the class and number of shares of Registrable Securities Patriot wishes to Register and the intended method of distribution thereof register (a “Demand Registration”). The Corporation , and the Trust shall be entitled to have included therein (isubject to Section 2.7) within ten (10) Business Days all or such number of the receipt Trust’s Registrable Securities, as the Trust shall request in writing; provided, however, that no request may be made pursuant to this Section 2.1 if within six months prior to the date of such requestrequest a Demand Registration statement pursuant to this Section 2.1 shall have been declared effective by the Commission. Any request made pursuant to this Section 2.1 shall be addressed to the attention of the Secretary of the Company, and shall specify the number of Registrable Securities to be registered, the intended methods of disposition thereof and that the request is for a Demand Registration pursuant to this Section 2. 1(i). (b) The Company shall be entitled to postpone the filing of any Demand Registration statement otherwise required to be prepared and filed pursuant to this Section 2.1, if the Board of Directors of the Company determines, in its reasonable good faith judgment (with the concurrence of the managing underwriter, if any), that such registration and the offering and sale of the Registrable Securities contemplated thereby would materially interfere with, or require premature disclosure of, any financing, acquisition, reorganization or other material business transaction or situation involving the Company or any of its wholly owned subsidiaries (a “Valid Business Reason”) and the Company promptly gives the Trust notice of such determination; provided, however, that the Company shall not have postponed pursuant to this Section 2.1(ii) the filing of any other Demand Registration statement otherwise required to be prepared and filed pursuant to this Section 2.1 during the six month period ended on the date of the relevant request pursuant to Section 2.1(i): and provided, further, that the right to postpone such filing shall be exercised by the Company not more than once in any 12 month period and the Company shall only have the right to postpone such filing for so long as such Valid Business Reason exists (but not more than 90 days). (c) Whenever the Company shall have received a demand pursuant to Section 2.1(i) to effect the registration of any Registrable Securities, the Company shall promptly give written notice of such Demand Registration proposed registration to ▇▇▇▇▇▇▇▇ and Compass all Holders. Any Holder may, within 20 days after receipt of such notice (the “Corporation NoticeDemand Participation Deadline”), but only if ▇▇▇▇▇▇▇▇ or Compass then own request in writing that all of such Holder’s Registrable Securities, (ii) use its commercially reasonable efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect of any portion thereof designated by such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days of the receipt of the request for a Demand RegistrationHolder, and (iii) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days of the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests to be included within in the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if such action would violate any agreement entered into under Section 10 hereofregistration.

Request. Subject to Section 3(b), If at any time after 180 calendar days after March 31, 1998, the closing of Company does not make available to the IPO pursuant Holders for any reason (other than an Excusable Reason) the Shelf Registration statement contemplated by Section 2 hereof, one or more Holders (the "Initiating Holders") may make a written request (the "Initiating Request") to an effective Registration Statement the Company for the registration with the Commission under the 1933 Act, Patriot shall have the right to request that the Corporation file a Registration Statement with the SEC on the appropriate registration form for Securities Act of all or part of such Initiating Holders' Registrable Common Stock; provided, however, that such request shall be made by one or more Holders of at least 10% of the outstanding shares of Registrable Securities held by Patriot by delivering a written Common Stock, which request to shall specify the Corporation specifying the class and number of shares to be disposed of and the proposed plan of distribution therefor. Upon the receipt of any Initiating Request for registration pursuant to this paragraph, the Company promptly shall notify in writing all other Holders of the receipt of such request and will use its best efforts to effect, at the earliest possible date (taking into account any delay that may result from any special audit required by applicable law), such registration under the Securities Act, including a Shelf Registration (if then eligible), of (i) the Registrable Securities Patriot wishes Common Stock which the Company has been so requested to Register and register by such Initiating Holder, and (ii) all other Registrable Common Stock which the Company has been requested to register by any other Holders by written request given to the Company within 30 days after the giving of written notice by the Company to such other Holders of the Initiating Request, all to the extent necessary to permit the disposition (in accordance with Section 3(b) hereof) of the Registrable Common Stock so to be registered; provided, that, (A) if the intended method of distribution thereof is an underwritten public offering, the Company shall not be required to effect such registration pursuant to this Section 3(a) unless such underwriting shall be conducted on a "firm commitment" basis, (a “Demand Registration”). The Corporation shall (iB) within ten (10) Business Days subject to the last sentence of Section 5 hereof, any Holder whose Registrable Common Stock was to be included in any such registration, by written notice to the Company, may withdraw such request and, on receipt of such request, give written notice of the withdrawal of such Demand Registration request from Holders holding a percentage of Common Stock, such that the Holders that have not elected to ▇▇▇▇▇▇▇▇ and Compass (withdraw do not hold, in the “Corporation Notice”aggregate, the requisite percentage of the Common Stock to initiate a request under this Section 3(a), but only if ▇▇▇▇▇▇▇▇ or Compass then own the Company need not effect such registration, and (C) the Company shall not be required to effect any registration to be effected pursuant to this Section 3(a) unless at least 10% of the shares of Registrable Securities, (ii) use its commercially reasonable efforts to file a Registration Statement (or an amendment or supplement to a previously filed shelf Registration Statement) in respect Common Stock outstanding at the time of such Demand Registration as soon as reasonably practicable and in any event within 60 calendar days of the receipt of the request for a Demand Registration, and (iii) use its commercially reasonable efforts to cause such Registration Statement to become effective (if necessary) as soon as reasonably practicable thereafter and in any event within 120 days of the receipt of the request for a Demand Registration. Subject to Section 3(d) below, the Corporation shall include in such Registration all Registrable Securities that ▇▇▇▇▇▇▇▇ and Compass requests is to be included within the ten (10) Business Days following their receipt of the Corporation Notice, as applicable. Notwithstanding the foregoing, the Holders shall not, nor shall the Corporation be required to, take any action that would otherwise be permitted or required under this Section 3 if in such action would violate any agreement entered into under Section 10 hereofregistration.