Common use of Required Registration Clause in Contracts

Required Registration. (a) Commencing two years after the date hereof, either Holder may request the Company to register under the Securities Act all or any portion of the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a), the Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) Commencing two years after The Company agrees that in connection with its Planned IPO it shall undertake best efforts to file a registration statement with the date hereof, either Holder may request SEC within the Company to register under next 30 days covering the Securities Act all or any portion of the Restricted Stock held by such requesting Holder for firm commitment underwritten offer and sale in the manner specified in such notice, it being understood that Planned IPO of all of the Company shall only be obligated to register shares of Class A Common StockPPD Original Investment Shares. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a), the The Company shall use its best efforts to register under have the Securities Actregistration statement declared effective by the SEC as soon as practicable, and shall diligently proceed in a good faith effort to respond to SEC comments and complete the Planned IPO within 150 days from the date hereof. The Company may in its discretion delay or postpone the IPO if the Board in good faith determines that it would not be advisable and in the best interest of the Company and its shareholders. The Company agrees that it will not include any shares in the IPO held by stockholders other than PPD without PPD’s prior written consent. The Company shall include all of the PPD Original Investment Shares for public offer and sale in accordance the Planned IPO (or any other Initial Public Offering of Company shares, whether contemplated now or in the future), and this obligation is and shall be absolute and unconditional. Without the prior written consent of PPD, the Company shall not under any circumstances complete the Planned IPO (or any other Initial Public Offering of it shares) without including therein all of the PPD Original Investment Shares as defined herein for sale to and through the underwriters for such offering. (b) PPD shall (together with the method Company as provided in Section 1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. If the underwriter advises the Company or PPD in writing that marketing factors require a limitation of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; providedto be underwritten, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders there shall be an underwritten public offering, no reduction to the number of PPD Original Investment Shares underwritten and included in the Planned IPO without the prior written consent of PPD, and any such reduction shall only be made to the Company shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheldPlanned IPO. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation notify PPD in advance of completion of the Company under this Section 4 shall be deemed satisfied only when Planned IPO if the Planned IPO is not going to qualify as a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, Qualifying IPO and PPD shall have become effective and, if such method the right and the opportunity to withdraw any or all of disposition is a firm commitment underwritten public offer, all such its shares shall have been sold pursuant theretofrom the Planned IPO without penalty. (c) The In the event the Company completes (or proposes to complete) the Planned IPO or any other Initial Public Offering and fails (or it becomes apparent that it intends to fail) for any reason to register, offer and sell all of the PPD Original Investment Shares (which are not voluntarily withdrawn by PPD) in such underwritten registration (and remit all the net proceeds therefrom to PPD), then the Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration immediate breach of its Class A Common Stock, whether for its own account obligations to PPD and PPD shall have the right to pursue any and all such damages or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.remedies

Required Registration. (a) Commencing two years after the date hereof, either Holder may request If at any time the Company shall be requested by CVCA to register effect the registration under the Securities Act all or of Registrable Shares, it shall promptly give written notice to the other Purchasers of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any portion such notice by the Company, of the Restricted Stock held by such requesting Holder for sale in the manner specified other Purchasers to include in such noticeregistration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), it being understood that the Company shall only be obligated shall, subject to register shares Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides Registrable Shares which the other Holder with a copy thereof (unless such notice is jointly given by both Holders)Company has been so requested to register. (b) Promptly following receipt of any notice under Anything contained in Section 4(a)2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions: (i) the Company shall not be obligated to use its best efforts to register file and cause to become effective (A) more than one Registration Statement initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such registration shall be deemed to count as one demand registration by the Purchasers); provided however, that if the Purchasers were unable to sell at least 90% of the Registrable Shares requested to be included in the registration pursuant to Section 2(a) as a result of an underwriter's cutback, then an additional registration shall be added to this Section 2(b)(i) until the foregoing condition is satisfied, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities ActAct or any successor forms thereto pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder, whether held by CVCA or others, shall be less than $5 million; (ii) the Company may delay the filing or effectiveness of any Registration Statement for public sale a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in accordance a Material Transaction; and (iii) with respect to any registration pursuant to Section 2(a), the method of disposition specified Company may include in such notice from the requesting Holder registration any Primary Shares or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting HolderOther Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between registration would interfere with the requesting Holders --- ---- based on successful marketing (including pricing) of all such securities, then the number of shares of Restricted Stock so requested Registrable Shares, Primary Shares and Other Shares proposed to be registered if and to the extent that the managing underwriter included in such registration shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offeringfollowing order: (A) first, which approval shall not the Registrable Shares held by the Purchasers requesting that their Registrable Shares be unreasonably withheld. The Company shall be obligated to register Restricted Stock included in such registration pursuant to this Section 4 on two occasions only. Notwithstanding anything to 2(a), pro rata based upon the contrary contained hereinnumber of Restricted Securities owned by each such Purchaser at the time of such registration; (B) second, the obligation of Primary Shares; and (C) third, the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoOther Shares. (c) The Company shall be entitled to include in any A requested registration statement referred to in under this Section 4, for sale in accordance with the method of disposition specified 2 may be rescinded prior to such registration being declared effective by the requesting Holders, shares of Class A Common Stock Commission by written notice to be sold by the Company for its own accountfrom CVCA; provided, except as and to the extent thathowever, in the opinion of the managing underwriter, if that such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company rescinded registration shall not effect any other count as a registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders initiated pursuant to this Section 4 until 2 for purposes of subclause (A) of clause (i) of subsection (b) above if the completion of Company shall have been reimbursed (pro rata by the period of distribution of Purchasers requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the registration contemplated therebyCompany in connection with such rescinded registration.

Required Registration. (a) Commencing two years after the date hereofAt any time, either Holder UBS, ITI or Casty may request the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting Holder holder or holders for sale in the manner specified in such notice, it being understood provided that the shares of Restricted Stock for which registration has been requested shall have a reasonably anticipated aggregate price to the public which is at least $15,000,000 (the "Minimum Offering Price"); provided further that neither ITI nor Casty shall request such registration prior to a Qualified Public Offering without the consent of UBS. The only securities which the Company shall only be obligated required to register pursuant hereto shall be shares of Class A Common Stock, provided, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. Such notice Notwithstanding anything to the contrary contained herein, the Company shall not be required to file any registration statement under this Section 4, within such period of time after the effective unless date of any earlier registration statement relating to an underwritten public offering (other than a registration statement on Form S-3 or any successor thereto relating to the requesting Holder provides resale of securities of the other Holder Company acquired in connection with a copy thereof an acquisition or similar transaction (unless each, an "Acquisition Registration Statement")) as shall be determined in good faith by the managing underwriter of an underwritten public offering, provided that such notice is jointly given by both Holders)time period shall not exceed 180 days. (b) Promptly following Following receipt of any notice under this Section 4(a)4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use its reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holdersholders, the number of shares of Restricted Stock specified in such notice (and in any notice all notices received by the Company from the other Holder holders within 15 30 days after its receipt the giving of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be soldCompany). If such method of disposition shall be an underwritten public offering, the Company may shall designate the managing underwriter underwriter(s) of such offering, subject to the approval of by the selling Holders holders of a majority of the shares of Restricted Stock included proposed to be sold in such offering, including the approval of UBS (such approval not to be unreasonably withheld or delayed). If the managing underwriter advises the Company in writing that in such underwriter's good faith determination the marketing factors require a limitation of the amount of Restricted Stock to be underwritten in such registration, the Company shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such offering) register in such registration (i) first, the Restricted Stock proposed to be sold by the parties participating in the offeringdemand registration of Restricted Stock under this Section 4, which approval shall not pro rata based upon the number of shares of Restricted Stock proposed to be unreasonably withheldsold by such holders; and (ii) second securities held by the Company. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 4, in the case of registrations requested by each of UBS, ITI and Casty on two three occasions only. Notwithstanding anything to the contrary contained herein, the provided, however, that such obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in demand notices received as aforesaiddelivered pursuant to Section 4(a), for sale in accordance with the method of disposition specified by the requesting Holdersholders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offeroffering, all such shares designated in the notice shall have been sold pursuant thereto. (c) The Company shall shall, subject to Section 4(b), be entitled to include in any registration statement referred to in this Section 4, 4 for sale in accordance with the method of disposition specified by the requesting Holdersholders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. a. At any time following the earlier of five (a5) Commencing two years from the date of the Closing (as such term is defined in the Series B Purchase Agreement) and six (6) months after the date hereofCompany’s Initial Offering, either Holder may if the holders of at least twenty percent (20%) of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company to register effect the registration under the Securities Act all or any portion of such Registrable Shares (such registration having an aggregate offering price to the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares public of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(aless than $10,000,000), the Company shall promptly use its best efforts to register effect the registration under the Securities ActAct of the Registrable Shares which the Company has been so requested to register by such Investors. b. Notwithstanding anything contained in this Section 2 to the contrary, for public sale the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the method following provisions: i. The Company shall not be obligated to use its best efforts to file and cause to become effective more than three (3) registration statements for the holders of disposition specified in such notice from the requesting Holder Registrable Shares initiated pursuant to Section 2(a) above. ii. The Company may delay the filing or Holders, the number effectiveness of shares any registration statement for a period of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 up to ninety (90) days after its receipt the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3, and the Company has delivered notice from to the requesting Holderholders of Registrable Shares thereof within thirty (30) days of the registration request made pursuant to Section 2(a) hereof, or (B) the Company reasonably determines that such registration and offering would be materially detrimental to the Company and its stockholders, as approved by the Board; provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of ninety (90) days after the date of a request for registration pursuant to Section 2(a); and provided further that the Company may not utilize this right more than once in any twelve (12) month period. iii. With respect to any registration pursuant to Section 2(a), the Company shall give notice of such requested registration to the Investors who do not request registration hereunder, and the Company may include in such registration any Primary Shares; provided however that if the managing underwriter advises the Company that the inclusion of all Registrable Shares and/or Primary Shares proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be reduced included in such registration, then the number of Registrable Shares and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata between among the requesting Holders --- ---- holders thereof based on the number of shares of Restricted Stock so Registrable Shares requested to be registered if and by each such holder); and (B) second, the Primary Shares. iv. If the Investors which are holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Investors holding a majority of the Registrable Shares requested to be included in such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the extent that Company to act as the lead managing underwriter shall be of or underwriters in connection with such offering. v. At any time before the opinion that such inclusion would adversely affect the marketing of the Restricted Stock registration statement covering Registrable Shares pursuant to be sold. If such method of disposition shall be an underwritten public offeringSection 2(a) becomes effective, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders holders of a majority of the Restricted Stock included Registrable Shares held by the Investors initiating such registration may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made (A) as a result of a delay pursuant to Section 2(b)(ii) above, (B) in response to the offeringmaterial adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Company not actually known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, or (C) in response to material information with respect to the Company not actually known (without imputing the knowledge of any other person to such holders) by the holders initiating such request at the time their request was made, which approval material information would make it inadvisable or difficult to effect such registration, then the holders shall be deemed to have used one of their demand registration rights under Section 2(b)(i) and the Company shall no longer be obligated to register Registrable Shares pursuant to the exercise of such one registration right pursuant to Section 2(a) unless the holders of Registrable Shares shall pay to the Company the expenses incurred by the Company through the date of such request to withdraw or not be unreasonably withheldfile the registration statement. vi. The Company shall not be obligated to register Restricted Stock pursuant file or cause to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when become effective a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion holders of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders Registrable Shares initiated pursuant to this Section 4 until 2(a) above during the completion of 180-day period beginning on the period of distribution of the registration contemplated therebyRegistration Date.

Required Registration. (a) Commencing two years after the date hereof, either Holder At any time you may request by notice to the Company to (the "Registration Notice") request that it register for sale under the Securities Act Act, in the manner specified in your Registration Notice, all or any portion of the Restricted Stock held by Option Shares that have been purchased, or will be purchased on or before the effective date of such requesting Holder for registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner specified in contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such noticeform), it being understood that the Company shall only be obligated then on such closing date pursuant to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)exercise. (b) Promptly following receipt of any notice under Section 4(a)your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to register under cause such registration statement to become effective and remain in effect for the Securities Act, Required Effective Period for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holdersby you, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed method plan of -------- ------- disposition specified by the requesting Holders shall be an distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares of Restricted Stock permitted to be included in such an offering may be reduced pro rata between sold under the requesting Holders --- ---- based on the number limitations of shares Section 14 of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be soldthis Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, subject to in the approval good faith opinion of the selling Holders Board of a majority Directors of the Restricted Stock included Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the offeringgood faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which approval shall not the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be unreasonably withhelddeemed to be the date on which the Registration Notice was given. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 10 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock Option Shares specified in notices received as aforesaid, for sale in accordance with the method of disposition specified your Registration Notice and not purchased by the requesting Holders, Company pursuant to Section 10(f) below shall have become effective and, (X) if such the method of disposition you specify is a firm commitment underwritten public offeroffering, all such shares Option Shares shall have been sold pursuant thereto. ; or (cY) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if it is not such method of disposition shall be an underwritten public offering, such inclusion would adversely affect has remained in effect for the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account Required Effective Period specified herein or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebyOption Shares covered thereby is completed, whichever is shorter.

Required Registration. (a) Commencing two years At any time after the earlier of three years from the date hereofof this Registration Rights Agreement or six months after the closing of a public offering of Common Stock pursuant to an effective registration statement, either Holder the holders of Registrable Shares constituting at least 35% in interest of the total number of Registrable Shares then outstanding may request the Company to register under the Securities Act all or any portion of the Restricted Stock Registrable Shares held by such requesting Holder holder or holders for sale in the manner specified in such notice. Notwithstanding anything to the contrary contained herein, it being understood that no request may be made under this Section 3 within 180 days after the Company shall only be obligated to register shares effective date of Class A Common Stock. Such notice shall not be effective unless any registration statement on Form S-1 filed by the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)Company. (b) Promptly following Following receipt of any notice under this Section 4(a)3, the Company shall promptly notify all holders of Registrable Shares from whom notice has not been received and such holders shall then be entitled within 30 days thereafter to request the Company to include in the requested registration all or any portion of their Registrable Shares. The Company shall use its best commercially reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition described in paragraph (a) above, the number of Registrable Shares specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice (and in any notice all notices received by the Company from the other Holder holders within 15 30 days after its receipt the giving of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheldCompany). The Company shall be obligated to register Restricted Stock Registrable Shares pursuant to this Section 4 3 on two occasions only. Notwithstanding anything to the contrary contained hereinonly (except for on Form S-3 or any equivalent successor form); provided, the however, that such obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock Registrable Shares specified in notices received as aforesaid, aforesaid for sale in accordance with the method of disposition specified by the requesting Holders, holders shall have become effective or if such registration statement has been withdrawn prior to the consummation of the offering at the request of the holders of a majority of the Registrable Shares included in such registration statement (other than as a result of a material adverse change in the business or condition, financial or otherwise, of the Company) and, if such method of disposition is a firm commitment underwritten public offeroffering, all such shares shall have been sold pursuant theretothereto (not including shares eligible for sale pursuant to the underwriters' over-allotment option). (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, 3 shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock Registrable Shares to be sold. Except as provided in this paragraph (c)for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company shall will not effect file with the Commission any other registration of statement with respect to its Class A Common Stock, whether for its own account or that of other holdersstockholders, from the date of receipt of a notice from the requesting Holders holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 3 until the completion of the period of distribution of the registration contemplated thereby. (d) If in the opinion of the managing underwriter the inclusion of all of the Registrable Shares requested to be registered under this Section would adversely affect the marketing of such shares, shares to be sold by the holders of Registrable Shares, if any, shall be excluded only after any shares to be sold by the Company have been excluded, in such manner that the shares to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Shares.

Required Registration. The Company shall use its best efforts to effect the registration of the Registrable Securities (including without limitation the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable Blue Sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the sale or distribution of all the Registrable Securities in the manner (including manner of sale) reasonably requested by a Holder and in all U.S. jurisdictions. Such best efforts by the Company shall include the following: (a) Commencing two years The Company shall, as expeditiously as reasonably possible after the first date hereofupon which the Convertible Promissory Note is convertible under its terms: (i) But in any event within fifteen (15) days thereafter (the "FILING DATE"), either Holder may request prepare and file a shelf registration statement with the Company to register Commission on Form S-3 under the Securities Act all (or any portion of the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood event that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act) covering the sale from time to time by each Holder of any Registrable Securities (such registration statement, including any amendments or supplements thereto and prospectuses contained therein, and any additional registration statement(s) as may be necessary to permit the disposition of all Registrable Securities, is referred to herein as the "REGISTRATION STATEMENT"), which Registration Statement, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), shall only be obligated to register also cover such number of additional shares of Class A Common StockStock as may become issuable to prevent dilution resulting from stock splits, stock dividends or similar events. Such notice The number of shares of Common Stock initially included in the initial Registration Statement shall not exceed the number of shares allowed under Rule 415; PROVIDED that such number of shares of Common Stock shall be effective unless not less than the requesting Holder provides number of shares of Common Stock into which the other Holder with a copy Convertible Note and any interest that may accrue during the term thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a)may be converted. Thereafter, the Company shall use its best efforts to cause such Registration Statement to be declared effective as soon as practicable. The Company shall provide each Holder and its legal counsel reasonable opportunity, but not less than three (3) full business days, to review the Registration Statement or amendment or supplement thereto prior to filing. Without limiting the foregoing, the Company will promptly respond to all SEC comments, inquiries and requests and shall provide each Holder with copies of all correspondence in connection therewith, and shall request acceleration of effectiveness at the earliest practicable date. (ii) Prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement, or prepare and file such additional registration statements, as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities and promptly notify each Holder of the filing and effectiveness of such Registration Statement and any amendments or supplements or additional registration statements. (iii) After the registration, furnish to each Holder such numbers of copies of a current prospectus conforming with the requirements of the Securities Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein and such other documents as such Holder may reasonably require in order to facilitate the disposition of Registrable Securities owned by such Holder. (iv) Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of all U.S. jurisdictions; PROVIDED that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (v) Notify each Holder immediately of the happening of any event as a result of which the prospectus (including any supplements thereto or thereof and any information incorporated or deemed to be incorporated by reference therein) included in such Registration Statement, as then in effect, includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and use its best efforts to promptly update and/or correct such prospectus. (vi) Notify each Holder immediately of the issuance by the SEC or any state securities commission or agency of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company shall use its best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time. (vii) Use its best efforts to list the Registrable Securities covered by such Registration Statement with all securities exchange(s) and/or markets on which the Common Stock is then listed and prepare and file any required filings with the National Association of Securities Dealers, Inc. or any exchange or market where the Common Stock is then traded. (viii) If applicable, take all steps necessary to enable each Holder to avail itself of the prospectus delivery mechanism set forth in Rule 153 (or successor thereto) under the Securities Act, for public sale in accordance with . (b) The Company shall supplement or amend the method of disposition specified in such notice from Registration Statement or cause the requesting Holder related prospectus to be amended or Holders, supplemented if required under the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified Securities Act or by the requesting Holders shall be an underwritten public offeringrules, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and regulations or instructions applicable to the extent that registration form used for such Registration Statement or with respect to updated information about the managing underwriter shall be Purchaser of the opinion that Registrable Securities, use its best efforts to cause any such inclusion would adversely affect the marketing amendment to become effective and such Registration Statement or related prospectus to become usable as soon as practicable thereafter and promptly furnish to each Holder of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock Registrable Securities included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation Registration Statement copies of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if any such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretosupplement or amendment. (c) The Holder of Registrable Securities agrees, by acquisition of such Registrable Securities that, upon actual receipt of any notice from the Company shall be entitled pursuant to include Section 2.2(a)(v) or Section 2.5(e), such Holder will immediately discontinue any sales of such Registrable Securities (a "SUSPENSION") until such Holder's receipt of an amended Registration Statement, supplemented or amended prospectus thereunder, or until it is advised in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold writing by the Company for its own accountthat the use of the applicable Registration Statement may be resumed. Notwithstanding the foregoing, except such Holder shall not be prohibited from selling Registrable Securities under the Registration Statement as a result of Suspensions on more than two (2) occasions in any twelve (12) month period, each such Suspension lasting no longer than the lesser of (a) sixty (60) days and (b) the period commencing on the first day of such Suspension and ending on the day on which a shareholder of the Company other than such Holder has the ability to sell securities of the extent thatCompany under an effective Registration Statement on Form S-3), unless, in the opinion good faith judgment of the managing underwriterCompany's Board of Directors, if such method upon written advice of disposition shall counsel to the Company, the sale of Registrable Securities under the Registration Statement in reliance on this paragraph would be an underwritten public offering, such inclusion would adversely affect the marketing reasonably likely to cause a violation of the Restricted Stock Securities Act or the Exchange Act and result in potential liability to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebyCompany.

Required Registration. (a) Commencing two years after the date hereof, either Holder may request If the Company to register shall receive a written request therefor from either (i) the holder or holders of at least 40% of the New Registrable Securities or (ii) the holder or holders of at least 67% of the Old Registrable Securities, the Company shall prepare and file a registration statement under the Securities Act covering the Registrable Securities which are the subject of such request and shall use all or any portion commercially reasonable efforts to cause such registration statement to become effective. In addition, upon the receipt of the Restricted Stock held by such requesting Holder for sale in the manner specified in such noticerequest, it being understood that the Company shall only promptly give written notice to all other holders of New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) that such registration is to be obligated effected. The Company shall include in such registration statement such New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) for which it has received written requests to register shares by such other holders within 30 days after the delivery of Class A Common Stock. Such the Company's written notice shall not be effective unless the requesting Holder provides the to such other Holder with a copy thereof (unless such notice is jointly given by both Holders)holders. (b) Promptly The Company's obligation to register New Registrable Securities and Old Registrable Securities under this Section 1.1 shall, however, be subject to the following receipt of any notice under Section 4(a), limitations: (a) the Company shall be obligated to prepare, file and use its best commercially reasonable efforts to register under cause to become effective pursuant to this Section 1.1 only two registration statements on Form S-1 or any successor form promulgated by the SEC ("Form S-1") at the initiation of holders of New Registrable Securities Act, for public sale in accordance with and only two registration statements on Form S-1 at the method initiation of disposition specified in such notice from the requesting Holder or Holders, the number holders of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; Old Registrable Securities (provided, however, that a demand for registration shall not count as a registration under this clause (a) if either (i) the registration statement filed with respect to such registration is not declared effective by the SEC for reasons other than the holders not proceeding with such registration, or (ii) each holder requesting registration of Registrable Securities under this Section 1.1 does not register and sell at least 90% of the Registrable Securities it has requested be registered in such registration for reasons other than its voluntary decision not to do so); (b) if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offeringCompany is required to use Form S-1, the number Company shall not be obligated to prepare, file or use its commercially reasonable efforts to cause to become effective a registration statement pursuant to this Section 1.1 unless at least 20% of shares of Restricted Stock to be the New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) are included in such an registration statement and the anticipated aggregate offering may be reduced pro rata between price to the requesting Holders --- ---- based on the number public of shares of Restricted Stock so requested such Registrable Securities to be registered if and to is at least $5,000,000; (c) the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock prepare, file and use its commercially reasonable efforts to cause to become effective pursuant to this Section 4 1.1 only two registration statements on Form S-3 or any successor form promulgated by the SEC ("Form S-3") at the initiation of holders of New Registrable Securities and only two occasions onlyregistration statements on Form S-3 at the initiation of holders of Old Registrable Securities in any twelve-month period (provided, however, that a demand for registration shall not count as a registration under this clause (c) if either (i) the registration statement filed with respect to such registration is not declared effective by the SEC for reasons other than the holders not proceeding with such registration, or (ii) each holder requesting registration of Registrable Securities under this Section 1.1 does not register and sell at least 90% of the Registrable Securities it has requested be registered in such registration for reasons other than its voluntary decision not to do so); (d) if the Company meets the requirements for using Form S-3, the Company shall not be obligated to prepare, file or use its commercially reasonable efforts to cause to become effective a registration statement pursuant to this Section 1.1 unless the anticipated aggregate offering price to the public of the New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) to be registered is at least $500,000; and (e) the Company shall not be obligated to effect any registration pursuant to this Section 1.1 at the initiation of holders of the New Registrable Securities prior to the first anniversary of the date of this Agreement. Notwithstanding anything to the contrary contained hereinstated in this Section 1.1, in the obligation event the holders of at least 67% of the Company under New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) for which registration has been requested pursuant to this Section 4 shall be deemed satisfied only when 1.1 determine for any reason not to proceed with such registration at any time before a registration statement covering all shares of Restricted Stock specified in notices received as aforesaidhas been declared effective by the SEC, for sale in accordance and such registration statement, if theretofore filed with the method SEC, is withdrawn with respect to the Registrable Securities covered thereby, and the holders of disposition specified by the requesting Holders, such New Registrable Securities or Old Registrable Securities (whichever shall have become effective andinitiated such registration) agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to the registration of such Registrable Securities, if then the holders of such method of disposition is a firm commitment underwritten public offer, all such shares New Registrable Securities or Old Registrable Securities (whichever shall have been sold initiated such registration) shall not be deemed to have exercised their right to require the Company to register Registrable Securities pursuant theretoto this Section 1.1. (c) The Company shall be entitled Notwithstanding anything to include in any registration statement referred to the contrary stated in this Section 41.1, if the Company, within 30 days after any written request for sale registration is received by it pursuant to this Section 1.1, shall furnish to the holders of the New Registrable Securities or the Old Registrable Securities (whichever shall have initiated such registration) for which registration has been requested under this Section 1.1 a certificate signed by the chief executive officer of the Company stating that the Company, pursuant to an action approved by its Board of Directors, already has a present plan to commence preparation of a registration statement and to file the same within 90 days, the Company shall have the right to defer the preparation and filing of a registration statement pursuant to this Section 1.1 for a period ending not later than 90 days after the date such certificate is so furnished. (d) Without the written consent of the holders of at least 67% of the New Registrable Securities or 67% of the Old Registrable Securities (whichever shall have initiated such registration) for which registration has been requested pursuant to this Section 1.1, neither the Company nor any other holder of securities of the Company may include securities in accordance such registration if in the good faith judgment of the managing underwriter of such public offering the inclusion of such securities would interfere with the method successful marketing of disposition the New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) or require the exclusion of any portion of the New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) to be registered. (e) If an offering covered by a request for registration under this Section 1.1 is underwritten in whole or in part and the managing underwriter of such public offering furnishes a written opinion that the total number of New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) proposed to be sold in such offering exceeds the maximum number of New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) (as specified by in such opinion) which can be marketed at a price reasonably related to the requesting Holdersthen current market value of such Registrable Securities and without materially and adversely affecting such offering, shares then the number of Class A Common Stock New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) to be sold by the Company for its own accounteach prospective seller shall be reduced pro rata, except as and to the extent thatnecessary. Those New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) which are thus excluded from the underwritten public offering shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. (f) The Company will not be obligated to cause any registration statement to become effective under this Section 1.1 at any time if, in the opinion good faith judgment of the managing underwriterCompany, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect there is a material development relating to the marketing condition (financial or other) of the Restricted Stock Company that has not been disclosed to the general public and an officer of the Company certifies to the holders of the New Registrable Securities or Old Registrable Securities (whichever shall have initiated such registration) that a resolution has been adopted by the Company's Board of Directors, after consultation with counsel, recognizing such development and concluding that under such circumstances it would be sold. Except as in the Company's best interest not to file such registration statement; provided in that the aggregate period of delay under this paragraph (cSection 1.1(f), when combined with the Company aggregate period of any suspension under Section 3 hereof, may not exceed, in any twelve-month period, more than 90 days unless the holders of at least 67% of the New Registrable Securities or Old Registrable Securities (whichever shall not effect any other have initiated such registration) for which registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to has been requested under this Section 4 until the completion 1.1 consent in writing to a longer delay of the period of distribution of the registration contemplated therebyup to an additional 90 days.

Required Registration. (a) Commencing two years Within ninety (90) days after the date hereofClosing date, either Holder may request the Company shall prepare and file with the Commission the Registration Statement covering the Shares pursuant to register Rule 415. The Registration Statement required to be filed under this Agreement shall be filed on Form S-1 (or such other form permissible under the Securities Act all or any portion of the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both HoldersAct). (b) Promptly following receipt of any notice under Section 4(a), the The Company shall use its best commercially reasonable efforts to register cause the Registration Statement required to be filed under this Agreement to be declared effective by the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice SEC within one hundred and in any notice received from the other Holder within 15 eighty (180) days after its receipt of such notice from Closing date, and shall use commercially reasonable efforts to keep each the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoRegistration Statement continuously effective. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holdersholders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock Registrable Securities to be sold. Except as provided in this paragraph (c)for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company shall will not effect file with the Commission any other registration of statement with respect to its Class A Common Stock, whether for its own account or that of other holdersstockholders, from the date of receipt of a notice from the requesting Holders holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebythereby (if the method of disposition is an underwritten public offering) or until the registration statement becomes effective (if the Registration Statement is filed under Rule 415 of the Securities Act). (d) If the Registration Statement is not declared effective by the Commission within one hundred and eighty (180) days after Closing date, the Company shall pay to each Investor an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate Investment Amount paid by such Investor for Shares pursuant to the Securities Purchase Agreement. 5.

Required Registration. (a) Commencing two years At any time after the date hereofthat is six (6) months after the closing of the Company’s first underwritten public offering of its Common Stock under the Securities Act (“IPO”), either Holder any Investor may request that the Company to register for sale under the Securities Act all or any portion of the Restricted Stock shares of Registrable Securities held by such requesting Holder holder or holders for sale in the manner specified in such notice; provided, it being understood however, that the Company anticipated gross proceeds of any offering and registration pursuant to this Section 6.3 shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)at least $10,000,000. (b) Promptly following Following receipt of any notice under this Section 4(a)6.3, the Company shall immediately notify all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such the notice from the requesting Holder or Holdersholders described in paragraph (a) above, the number of shares of Restricted Stock Registrable Securities specified in such notice (and in any notice all notices received by the Company from the other Holder holders within 15 thirty (30) days after its the receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheldholders). The Company shall be obligated to register Restricted Stock the Registrable Securities pursuant to this Section 4 6.3 on two (2) occasions only, and not more than once in any consecutive twelve (12) month period. Notwithstanding anything to the contrary contained herein, the obligation of the Company under shall not be required to effect a registration pursuant to this Section 4 shall be deemed satisfied only when 6.3 during the period commencing sixty (60) days prior to the estimated filing date of, and ending on the date which is one hundred twenty (120) days after the effective date of a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified filed by the requesting HoldersCompany covering an underwritten public offering of the Common Stock under the Securities Act; provided that, shall have the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective andand such estimate of the filing date is made in good faith. (c) If the holder intends to distribute the Registrable Securities covered by its request by means of an underwriting, if it shall so advise the Company as a part of their request made pursuant to this Section 6.3 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 6.3 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the INVESTOR RIGHTS AGREEMENT underwriting. If such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, the holder shall designate the managing underwriter of such inclusion would adversely affect offering, which underwriter shall be reasonably acceptable to the marketing Company. A holder may elect to include in such underwriting all or a part of the Restricted Stock Registrable Securities it holds, subject to be sold. Except the limitations required by the managing underwriter as provided for in this paragraph Section 6.3(d) below. (c)d) Without the prior written consent of the Investors, the Company shall will not effect include in any registration under this Section 6.3 any securities other than (a) Registrable Securities, (b) shares of stock pursuant to Section 6.4 hereof, and (c) securities to be registered for offering and sale on behalf of the Company. If the managing underwriter(s) advise the Company in writing that in their opinion the number of shares of Registrable Securities and, if permitted hereunder, other securities in such offering, exceeds the number of shares of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Investor, the Company will include in such registration, prior to the inclusion of any securities which are not shares of Registrable Securities, the number of shares of Registrable Securities requested to be included that in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, subject to the following order of priority: (A) first, the securities requested to be included therein by the Investors, pro rata among the Investors on the basis of the number of shares of stock requested to be included in such registration; and (B) second, any other securities requested to be included in such registration of its Class A Common Stock, whether for its own account or that of by other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion Stockholders of the period of distribution Company, pro rata among such stockholders on the basis of the registration contemplated therebynumber of shares of Stock requested to be included in such registration; and (C) third, the securities to be registered on behalf of the Company.

Required Registration. (a) Commencing two years after Upon receipt of a written request (x) from --------------------- the date hereofCharter Investors (a "Charter Registration Request") or (y) from the Softbank Investors (a "Softbank Registration Request" and, either Holder may request collectively with a Charter Registration Request, a "Registration Request"), requesting that the Company to register effect the registration of Registrable Securities under the Securities Act all or any portion of 1933, as amended (the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a"Securities Act"), the Company shall shall, as expeditiously as is possible, use its best efforts to register effect the registration under the Securities Act, for public sale in accordance with the method Act of disposition specified in such notice from the requesting Holder or Holders, the number of all shares of Restricted Stock specified in such notice and in any notice received from Registrable Securities which the other Holder within 15 days after its receipt of such notice from Company has been so requested to register by the requesting HolderCharter Investors or the Softbank Investors, as applicable; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offeringthat, subject to the approval provisions of the selling Holders of a majority of immediately following sentence, the Restricted Stock included in the offering, which approval Company shall not be unreasonably withheldrequired to effect more than four registrations of Registrable Securities on Form S-1 or Form S-2 pursuant to this Section 2 for the Charter Investors or more than four registrations of Registrable Securities on Form S-1 or Form S-2 pursuant to this Section 2 for the Softbank Investors. The Company shall be obligated to register Restricted Stock file an unlimited number of registration statements on Form S-3 (or any successor form) pursuant to any request therefor received from a Charter Investor or a Softbank Investor. In order to count as an "effected" registration statement, such registration statement shall not have been withdrawn and all Registrable Securities registered pursuant to it (excluding any overallotment shares) shall have been sold. The Company shall have the right to defer the filing of any registration statement requested pursuant to this Section 4 on two occasions only. Notwithstanding anything 2 for a period not to exceed ninety (90) days if in the contrary contained herein, good faith determination of the obligation Board of Directors of the Company under this Section 4 shall be deemed satisfied only when a the filing of such registration statement covering all shares of Restricted Stock specified in notices received would be seriously detrimental to the Company. (b) If the Charter Investors or the Softbank Investors, as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holdersapplicable, shall have become effective and, if such method of disposition is delivered a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and Registration Request to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c)Company, the Company shall not effect any other registration give written notice thereof to the Charter Investors (in the case of its Class A Common Stocka Softbank Registration Request) and the Softbank Investors (in the case of a Charter Registration Request) at least 20 days before the initial filing with the Commission of the Registration Statement relating thereto, whether for its own account which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as the Charter Investors (in the case of a Softbank Registration Request) or that the Softbank Investors (in the case of other holdersa Charter Registration Request) may request. If the Charter Investors (in the case of a Softbank Registration Request) or the Softbank Investors (in the case of a Charter Registration Request) shall desire to have Registrable Securities registered under this Section 2(b), from they shall advise the Company in writing within 10 days after the date of receipt of a notice such offer from the requesting Holders pursuant Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to this Section 4 until 2(d)(i), and shall use its best efforts to effect registration under the completion Securities Act of the period of distribution of the registration contemplated therebysuch shares.

Required Registration. (a) Commencing two years At any time after February 7, 2001, the date hereof, either Holder may request that the Company to register under the Securities Act resale by him of all or any portion of the Restricted Registerable Stock held (such request a "Demand Request"). The Demand Request shall specify the number of Shares of Registerable Stock as to which such Demand Request relates and the manner in which the Stockholder proposes to sell such Registerable Stock, including, if applicable, the name of any underwriters to be employed by the Stockholder in connection with such requesting Holder for sale sale. If such Demand Request is made, the Company will cause the resale of the Registerable Stock specified in the Demand Request to be registered on such form of registration statement under the Securities Act as is appropriate to allow the resale of such Registerable Stock in the manner specified in such notice, it being understood that the Company shall only be obligated Demand Request. Notwithstanding anything herein to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a)contrary, the Company shall use its best efforts not be obligated to register under effect, or to take any action to effect, any registration pursuant to this Section 2.1 after the Securities ActCompany has effected two (2) registrations (meaning that the registration statements relating thereto have been declared effective by the Commission) at the request of the Holder, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method Holder requests that such registration be accomplished through the filing and effectiveness of -------- ------- disposition specified a registration statement on Form S-3 (or such other form of registration statement then available for registering the resale of the Registerable Stock under the Securities Act that permits significant incorporation by reference of the requesting Holders shall be an underwritten public offeringCompany's subsequent periodic reports filed with the Commission pursuant to the Exchange Act), the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted effect the registration so requested unless (i) the proposed offering of the Registerable Stock does not then qualify for registration on Form S-3, or (ii) the Company has already effected the two (2) registrations (whether on Form S-3 or otherwise) at the request of the Holder during the twelve (12) month period preceding the date of such request. The Company may delay the filing of any registration statement pursuant to this Section 4 on two occasions only. Notwithstanding anything 2.1 for up to three (3) months after the contrary contained herein, original request for registration if (i) the obligation filing of the registration statement would cause the Company to disclose information which would not have to be disclosed at such time absent the filing of the registration statement and the Board of Directors of the Company under this Section 4 shall determines in good faith that the disclosure of such information would be deemed satisfied only when a materially adverse to the Company, or (ii) the delay in filing the registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, would eliminate the need for sale in accordance with the method of disposition specified by Company to file the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebyutilizing interim financial statements.

Required Registration. (a) Commencing two years after The Company may include in a required registration pursuant to Section 10.1 hereof securities other than the date hereof, either Holder may request Purchased Stock on the Company same terms and conditions as the Purchased Stock to register under the Securities Act all or any portion of the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a), the Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holderincluded therein; provided, however, that (i) if the proposed method managing underwriter or underwriters of -------- ------- disposition specified by any underwritten offering described in Section 10.1 herein have informed the requesting Holders shall be an underwritten public Company in writing that it is their opinion that the total number of shares of Purchased Stock, and other securities of the Company which the holders of such securities, the Company and any other persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of shares to be offered for the account of Restricted Stock the Company and for the account of all such other persons (other than the holders of Purchased Stock) participating in such registration shall be reduced or limited pro rata in proportion to the respective number of shares requested to be registered to the extent necessary to reduce the total number of shares requested to be included in such an offering may be reduced pro rata between to the requesting Holders --- ---- based on number of shares, if any, recommended by such managing underwriter or underwriters, (ii) if, in the event that following a reduction or limitation pursuant to the preceding clause (i) of all the securities which the Company and such other persons intended to include in such offering, the managing underwriter or underwriters inform the Company in writing that the total number of shares of Purchased Stock which the holders thereof intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of shares to be offered for the account of Restricted the holders of Purchased Stock so participating in such offering shall be reduced or limited pro rata in proportion to their respective total number of shares owned by such holders, to the extent necessary to reduce the total number of shares requested to be registered if and included in such offering to the extent that the number of shares, if any, recommended by such managing underwriter or underwriters and (iii) if the offering is not underwritten, no other person, including the Company, shall be of permitted to offer securities under any such required registration unless the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders holders of a majority of the Restricted Purchased Stock included participating in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything offering consent to the contrary contained herein, the obligation inclusion of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretotherein. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) Commencing two years after If the date hereof, either Holder may request Requisite Investors shall deliver to the Company to register a written request that the Company effect the registration of Registrable Shares under the Securities Act all (a “Demand Registration”), the Company shall promptly use its reasonable best efforts to effect the registration under the Securities Act of such Registrable Shares. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to file and cause to become effective more than two (2) registration statements initiated pursuant to Section 2(a) above on Form S-1 promulgated under the Securities Act (or any portion successor form thereto). (ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to 60 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request: (X) the Company is engaged, or has fixed plans to engage within 30 days of the Restricted Stock held by time of such requesting Holder for sale request, in a firm commitment underwritten public offering of Primary Shares in which the manner specified in holders of Registrable Shares have been or will be permitted to include all the Registrable Shares so requested to be registered pursuant to Section 3 or (Y) the Board reasonably determines that such noticeregistration and offering would interfere with any material transaction involving the Company; provided, it being understood however, that the Company shall only be obligated entitled to register shares invoke its rights under this Section 2(b)(ii) one time per consecutive 12 month period the duration of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)this Agreement. (biii) Promptly following receipt of With respect to any notice under registration pursuant to this Section 4(a)2, the Company shall use its best efforts to register under the Securities Actgive notice of such registration, for public sale in accordance with the method provisions of disposition specified Section 3 hereunder, to the Investors who do not request registration hereunder and the Company may include in such notice from the requesting Holder registration any Registrable Shares, Primary Shares or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting HolderOther Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares, and/or Other Shares proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be reduced pro rata between the requesting Holders --- ---- based on included in such registration, then the number of shares Registrable Shares, Primary Shares, and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Restricted Stock so Registrable Shares requested to be registered if and by each such holder); (B) second, the Primary Shares; and (C) third, the Other Shares. (iv) If the Requisite Investors so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The holders of Registrable Shares requesting such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the extent Company to act as the lead managing underwriter or underwriters in connection with such offering. (v) At any time before the registration statement covering such Registrable Shares becomes effective, the Requisite Investors may request the Company to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made in response to, (i) a material adverse effect or a similar event related to the business, properties, condition, or operations of the Company not known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, (ii) due to pricing conditions which in the good faith judgment of the Requisite Investors are adverse, or (iii) other material facts not known to such holders at the time their request was made, the holders shall be deemed to have used their registration rights under Section 2(a). In addition, in the event that the managing underwriter shall be registration statement covering such Registrable Shares is not declared effective within 120 days from the date of first filing with the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offeringCommission, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval holders shall not be unreasonably withheld. The Company shall be obligated deemed to register Restricted Stock have used one of their registration rights pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto2(a). (cvi) The Company shall be entitled use its best efforts to include in cause any registration statement referred to in this Section 4, for sale effected in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock this Section 2 to be sold by the Company remain effective for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from at least 60 days following the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the upon which such registration contemplated therebybecomes effective.

Required Registration. (a) Commencing two years after the date hereof, either Holder may request If the Company to register under the Securities Act all or any portion of the Restricted Stock held by such shall receive a written request from Security Holder requesting Holder for sale in the manner specified in such notice, it being understood that the Company file a Registration Statement relating to a Public Offering of shares of Common Stock owned by Security Holder ("Registrable Securities"), the Company will as promptly as practicable prepare and file a Registration Statement and use its best efforts to cause the Registration Statement to become effective; subject, however, to the following provisions: (1) the Company shall only be required to file no more than three (3) Registration Statements on behalf of Security Holder pursuant to this Section 2.A; (2) the Company shall not be obligated to register shares file a requested Registration: (i) in the event that the aggregate number of Class A Registrable Securities to be included in such requested Registration is less than five percent (5%) of the issued and outstanding Common Stock. Such ; (ii) from the time it gives notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless to Security Holder, provided such notice is jointly given prior to time of receipt by both Holders). (b) Promptly following receipt Devon of any notice under Section 4(a)Security Holder's request to file a Registration Statement, that it is preparing to file a Registration Statement other than for the account of Security Holder until 60 days after the Registration Statement has been declared effective by the SEC; provided, the Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in cause such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock Registration Statement to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offeringdeclared effective as promptly as practicable; and, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained hereinprovided further, the obligation to file a Registration Statement on behalf of Security Holder shall be reinstated if the Company does not file a Registration Statement within 30 days after giving the notice referred to above; or (iii) for a period from the time the Company gives Security Holder notice, provided such notice is given prior to time of receipt by Devon of Security Holder's request to file a Registration Statement, that the Company is conducting negotiations for a material business combination or that there is a material development or event pending which has not yet been publicly disclosed and as to which the Company believes disclosure will be prejudicial to the Company until the earlier of (a) 120 days after the notice with respect to a material business combination or 90 days after the notice with respect to a material development or event; (b) the public announcement of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaidcombination, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. development or event referred to above; or (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by time the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration gives Security Holder notice that suspension of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebyobligation is no longer required.

Required Registration. (a) Commencing two years after No later than the date hereofFiling Date, either Holder may request the Company shall file with the Commission a registration statement relating to the resale by the Holder of all (or such other number as the Commission will permit) of the Shares. The Company shall (a) register the resale of the Shares on Form S-1, and (b) upon written request to the Company from the Holder (or, for the avoidance of doubt, if there are multiple Holders, then the Holder or Holders constituting the Requisite Holders), undertake to register the Shares on Form S-3 as soon as such form is available; provided that the Company shall maintain the effectiveness of the registration statement then in effect until such time as a registration statement on Form S-3 covering the Shares has been declared effective by the Commission. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the registration statement required to be filed pursuant to this Section 1.1 to be declared effective under the Securities Act within thirty (30) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act until all Shares covered by such registration statement (x) have been sold, thereunder or any portion pursuant to Rule 144, or (y) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holder (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a registration statement as of 5:00 p.m. Eastern Time on a Trading Day (as defined in the Purchase Agreement). The Company shall immediately notify the Holder via facsimile or by e-mail of the Restricted Stock held by such requesting Holder for sale in effectiveness of a registration statement on the manner specified in such notice, it being understood same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall only be obligated the date requested for effectiveness of such registration statement. The Company shall, by 9:30 a.m. Eastern Time on the second (2nd) Trading Day after the effective date of such registration statement, file a final prospectus with the Commission as required by Rule 424. Failure to register shares so notify the Holder within two (2) Trading Days of Class A Common Stock. Such notice such notification of effectiveness or failure to file a final prospectus as foresaid shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holdersdeemed an Event under Section 1.1(c). (b) Promptly following receipt Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 1.1(c), if at any notice under Section 4(atime the Shares are registered on a registration statement other than a Form S-1 or other registration statement for which no other form is authorized or prescribed, the Commission or any SEC Guidance sets forth a limitation on the number of Shares permitted to be registered on a particular registration statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Shares), unless otherwise directed in writing by a Holder as to its Shares, the number of Shares to be registered on such registration statement will be reduced as follows: (i) first, the Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder reduce or Holders, the number of shares of Restricted Stock specified in such notice and in eliminate any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock securities to be included by any Person other than MEF I, L.P. and its Affiliates, or their successors and assigns; (ii) second, the Company shall reduce or eliminate any securities to be included by any Person other than the Holders, YA Global Investments L.P., EXO Opportunity Fund LLC and each of their respective Affiliates, or their successors and assigns (collectively, the “Secondary Parties”); and (iii) third, the Company shall reduce or eliminate Shares held by the Secondary Parties (applied, in such an offering the case that some Shares may be reduced registered, to each Secondary Party on a pro rata between the requesting Holders --- ---- basis based on the total number of shares unregistered Shares held by such Secondary Party). In the event of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offeringa cutback hereunder, the Company may designate shall give the managing underwriter of such offering, subject Holder at least seven (7) Trading Days prior written notice along with the calculations as to the approval Holder’s allotment. For the avoidance of doubt, nothing in this Section 1.1(b) shall eliminate the Company’s obligation under Section 1.1(a) with respect to any Shares excluded from the registration statement on Form S-3 to maintain the effectiveness of the selling Holders of a majority of the Restricted Stock included registration statement then in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when effect until such time as a registration statement on Form S-3 covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified Shares has been declared effective by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoCommission. (c) The Company shall be entitled If: (i) the Initial Registration Statement is not filed on or prior to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by Filing Date (if the Company for its own account, except files the Initial Registration Statement without providing the Holders the opportunity to review and comment on the same as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in required by this paragraph (c)Agreement, the Company shall be deemed to have not effect any other satisfied this clause (i)) or (ii) the Company fails to file with the Commission a request for acceleration of a registration statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of its Class A Common Stock, whether for its own account or that of other holders, from the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such registration statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a registration statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such registration statement within fifteen (15) calendar days after the receipt of a comments by or notice from the requesting Commission that such amendment is required in order for such registration statement to be declared effective, or (iv) a registration statement registering for resale all of the Shares is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a registration statement, such registration statement ceases for any reason to remain continuously effective as to all Shares included in such registration statement, or the Holders are otherwise not permitted to utilize the prospectus therein to resell such Shares, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i) thirty (30) calendar days after the date on which such Event occurs, and for purpose of clause (ii), the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such fifteen (15) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date thereafter (if the applicable Event shall not have been cured by such date) or any pro rata portion thereof, until the applicable Event is cured or ninety (90) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to the product of one percent (1.0%) multiplied by the aggregate Series F Stated Value (as defined in the Articles) of the Series F Preferred Stock issued under the Purchase Agreement (the “Series F Preferred Stock”); provided that the maximum amount payable thereunder shall not exceed four percent (4%) of the aggregate Series F Stated Value. If the Company fails to pay any partial liquidated damages pursuant to this Section 4 1.1(c) in full within seven (7) Trading Days after the date payable, the Company will pay interest thereon at a rate of eight percent (8%) per annum (or such lesser amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until the completion of the period of distribution of the registration contemplated therebysuch amounts, plus all such interest thereon, are paid in full.

Required Registration. (a) Commencing two years If at any time from and after the date hereofexpiration of the Standstill Period, either Holder may request Gaiam shall be requested by Revolution Living to effect the Company to register registration under the Securities Act all or any portion of Registrable Shares having an aggregate gross offering price (before underwriters discounts and commissions) of at least $10,000,000, Revolution Living shall promptly give written notice to Gaiam of its requirement to so register such Registrable Shares (which notice shall specify the number of Registrable Shares proposed to be included in such registration and the intended method of distribution, but which may not be pursuant to a shelf registration), Gaiam shall, subject to Section 6.1(b) below, promptly use its best efforts to effect such registration on an appropriate form, under the Securities Act of the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated Registrable Shares which Gaiam has been so requested to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)register. (b) Promptly Anything contained in Section 6.1(a) to the contrary notwithstanding, Gaiam shall not be obligated to effect pursuant to Section 6.1(a) any registration under the Securities Act except in accordance with the following receipt of any notice under Section 4(a), the Company provisions: (i) Gaiam shall not be obligated to use its best efforts to register file and cause to become effective (A) more than two (2) Registration Statements initiated pursuant to Section 6.1(a), (B) any Registration Statement during the period starting with the date 60 days prior to Gaiam’s good faith estimate of the date of filing of, and ending on the date 180 days after the effective date of, any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities ActAct or any successor forms thereto) pursuant to which Primary Shares are to be or were sold; provided, for public sale however, that in accordance with the method case of disposition specified clause (B) Gaiam is actively employing in good faith all reasonable efforts to cause such Registration Statement to become effective and the Investors were offered the right to have the Registrable Shares included in such notice from registration pursuant to Section 6.2 below, or (C) more than one Registration Statement pursuant to Section 6.1(a) in any consecutive twelve-month period; (ii) Gaiam may delay the requesting Holder filing or Holderseffectiveness of any Registration Statement for a period of up to 120 days after the date of a request for registration pursuant to Section 6.1(a) if at the time of such request Gaiam is engaged in a Material Transaction; provided, however, that Gaiam may only so delay the number filing or effectiveness of shares of Restricted Stock specified a registration statement pursuant to this Section 6.1(b)(ii) on one occasion during any twelve-month period; and (iii) with respect to any registration pursuant to Section 6.1(a), Gaiam may include in such notice and in registration any notice received from the other Holder within 15 days after its receipt of such notice from the requesting HolderPrimary Shares or Other Shares; provided, however, that if the managing underwriter advises Gaiam that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between registration would interfere with the requesting Holders --- ---- based on successful marketing (including pricing) of all such Securities, then the number of shares of Restricted Stock so requested Registrable Shares, Primary Shares and Other Shares proposed to be registered if and to the extent that the managing underwriter included in such registration shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offeringfollowing order: (A) first, which approval shall not the Registrable Shares held by Revolution Living requested by Revolution Living to be unreasonably withheld. The Company shall be obligated to register Restricted Stock included in such registration pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein6.1(a); (B) second, the obligation Primary Shares and the Other Shares, as determined by Gaiam and the holders of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoOther Shares. (c) The Company shall A requested registration under Section 6.1(a) may be entitled rescinded prior to include in any such registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified being declared effective by the requesting HoldersCommission by written notice to Gaiam from Revolution Living; provided, shares of Class A Common Stock to be sold by the Company for its own accounthowever, except as and to the extent that, in the opinion of the managing underwriter, if that such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company rescinded registration shall not effect any other count as a registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders initiated pursuant to this Section 4 until the completion 6.1 for purposes of the period subclause (A) of distribution clause (i) of subsection (b) above if (x) Gaiam shall have been reimbursed for all out-of-pocket expenses incurred by Gaiam in connection with such rescinded registration, provided that each registration (1) Revolution Living reasonably believed that the registration contemplated therebystatement contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading, (2) notified Gaiam of such fact and requested that Gaiam correct such alleged misstatement or omission and (3) Gaiam has refused to correct such alleged misstatement or omission.

Required Registration. (a) Commencing two years Subject to the provisions of this Section 15, at any time after the date hereofexercise in full of all of the Warrants, either Holder the holders of not less than eighty percent (80%) of the Warrant Stock may make a written request to the Company to register under the Securities Act all or any portion of the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company register the Warrant Stock with the Securities and Exchange Commission (the "Commission") under the Act and effect the registration or qualification or filing for exemption under the Act and applicable state law of such Warrant Stock, and the Company shall only promptly give written notice to each holder of Warrant Stock of a proposed registration or qualification or filing for exemption and shall, subject to the further conditions of this Section 15, as expeditiously as possible, endeavor, in good faith, to use its best efforts to effect any such registration or qualification or filing for exemption for all of the Warrant Stock owned by the holders thereof who shall have advised the Company in writing within 30 days after the giving of such written notice by the Company of their desire to have their Warrant Stock registered or qualified or exempted, and the Company will keep effective such registration, qualification, exemption, notification or approval for such period, not to exceed nine months, as may be obligated necessary to register shares effect sales or disposition of Class A Common the Warrant Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt The Company shall not be required to register, qualify, file or effect any registration, qualification or exemption of the Warrant Stock pursuant to subparagraph (a) above: (1) at any notice time after the fifth anniversary of the Closing Date; (2) on more than one occasion; (3) as to Warrant Stock sold or otherwise disposed of in any manner to a person which, by virtue of the terms of this Agreement, is not entitled to the rights provided by this Section 15; or (4) as to Warrant Stock eligible for sale pursuant to Rule 144 under Section 4(athe Act, or any similar rule that may hereafter be adopted. (c) If at any time or from time to time during the effectiveness of a registration statement filed pursuant to subparagraph (a) above (the "Registration Statement"), the Company is engaged in or proposes to engage in (i) a registered public offering of securities of the Company or (ii) any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by offers or sales of the Warrant Stock pursuant to the Registration Statement to the detriment of the Company, then the holders of the Warrant Stock shall, upon the written request of the Company, cease making offers and sales of the Warrant Stock pursuant to the Registration Statement (including sales pursuant to Rule 144 under the Act) for the period of time specified by the Company, which period shall not (i) in the case of a registered public offering, exceed the period beginning ten days prior to the effective date of the registration statement relating to such offering and ending 180 days after such effective date, and (ii) in case of any other activity, exceed the period beginning ten days prior to, and ending 180 days after, the date of commencement of such other activity. Each holder of Warrant Stock agrees to enter into such further agreements with the Company or any underwriter of securities of the Company deemed necessary by the Company or any such underwriter to carry out the purposes of this subparagraph (c). The period of time that the Company is obligated to maintain the effectiveness of the Registration Statement hereunder shall be tolled during the period holders of the Warrant Stock must cease making offers and sales of the Warrant Stock pursuant to the Company's request under this subparagraph (c). (d) In connection with the registration of the Warrant Stock pursuant to this Section 15, each holder of the Warrant Stock whose shares are bemg registered shall furnish the Company with information concerning such holder and the proposed sale or distribution as shall be required for use in the preparation of the Registration Statement and related applications. The Company shall not be required to use its best efforts to register register, or maintain the effectiveness of any registration of, Warrant Stock under the Securities Act, for public sale in accordance with Act or the securities or blue sky laws of any states unless and until the holder of such Warrant Stock furnishes to the Company such information regarding such holder and its Warrant Stock and the intended method of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Warrant Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, as the Company may designate reasonably request in order to satisfy the managing underwriter of requirements applicable to such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. registration. (e) Notwithstanding anything to the contrary contained herein, the obligation in subparagraphs (a) or (b) of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c)15, the Company shall in no event be obligated to qualify to do business in any jurisdiction where it is not effect so qualified or to take any other action that would subject it to taxation or to service of process in any state where it is not otherwise subject to such taxation or service of process. (f) All expenses, disbursements and fees (including, without limitation, fees and expenses of counsel, auditing fees, printing expenses, registration and filing fees and blue sky fees and expenses, but excluding any underwriting discounts or commissions) incurred in connection with the registration by the Company of its Class A Common Stock, whether any shares for its own account or that any holder of other holders, from the date Warrant Stock under subparagraph (a) above shall be borne by the Company. (g) The rights and obligations of receipt of a notice from the requesting Holders pursuant to Warrantholders under this Section 4 until 15 may not be assigned or transferred to any person without the completion prior written consent of the period of distribution of the registration contemplated therebyCompany.

Required Registration. (a) Commencing two years If on any one occasion after the date hereoffirst annual anniversary of the Effective Date and before the fifth annual anniversary of the Effective Date, either Holder may request one or more of the Holders holding at least sixty percent (60%) of the Registrable Securities then held by all of the Holders shall notify the Company in writing that he or they intend to register under the Securities Act offer or cause to be offered for public sale all or any portion of his or their Registrable Securities having an aggregate proposed offering price of not less than $750,000.00, the Restricted Stock held Company will notify all of the Holders of Registrable Securities who would be entitled to notice of a proposed registration under paragraph 7(a) above of its receipt of such notification from such Holder or Holders. Upon the written request of any such Holder delivered to the Company within 15 days after delivery by the Company of such notification pursuant to Section 10 hereof, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holders (including the Holder or Holders giving the initial notice of intent to register hereunder) to be registered under the Securities Act in accordance with the terms of this paragraph 7(b), which registration may be under any form of registration statement eligible for use by the Company for such purpose. All expenses of such registration and offering shall be borne by the Company, except the reasonable fees and expenses of counsel for the Holders and selling discounts and commissions, if any. If the Company shall furnish to the Holders requesting Holder for sale a registration statement under this 7(b) a certificate signed by the President of the Company stating that, in the manner specified in such noticegood faith judgment of the Board of Directors, it being understood would not be in the best interests of the Company and its stockholders generally for such registration statement to be filed, the Company shall have the right to defer such filing for a period of not more than 90 days after the receipt of the request for registration; provided, however, that the Company shall only be obligated may not utilize this right to register shares of Class A Common Stockdefer more than once in any twelve-month period. Such notice The Company shall not be required to cause a registration statement requested pursuant to this paragraph 7(b) to become effective unless prior to 90 days following the requesting Holder provides effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (other Holder with than a copy thereof (unless such notice registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is jointly given by both Holdersapplicable). (b) Promptly following receipt of any notice under Section 4(a); provided, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this paragraph 7(b) has been made prior to the expiration of such 90-day period. If so requested by any Holder in connection with a registration under this paragraph, the Company shall take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415, and also take such steps as are required to keep any registration effective until the earlier of (i) all of such Holder's Registrable Securities Actregistered thereunder are sold, (ii) the Registration Securities are eligible for public sale pursuant to Rule 144, or (iii) nine months from the effective date of the Registration Statement covering such registerable securities. The obligation of the Company hereunder shall be deemed satisfied only when a registration statement covering all shares of Registrable Securities specified in accordance with notices received as aforesaid shall have become effective and, if the method of disposition specified in is a firm commitment underwritten public offering, all such notice from the requesting Holder or Holdersshares have been sold pursuant thereto. In connection with such a firm commitment underwriting, the number of Company shall have the right to include in the registration statement therefor shares of Restricted Common Stock specified in such notice to be offered and in any notice received from sold for the other Holder within 15 days after its receipt account of such notice from the requesting HolderCompany; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders no Registrable Shares shall be an underwritten public offering, the number of shares of Restricted Stock to be included in excluded from such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if registration and to the extent that the managing underwriter shall be underwriting by reason of the opinion that such inclusion would adversely affect of any securities for the marketing of the Restricted Stock to be soldCompany's account. If such the method of disposition shall be is an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders holders of a majority of the Restricted Stock included Registrable Securities to be sold in the such offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretowithheld or delayed. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) Commencing two years after The Company shall prepare and, as soon as practicable, but in no event later than the date hereofFiling Deadline, either Holder may request file with the Commission a Registration Statement covering the resale of all of the Registrable Securities (the “Initial Registration Statement”); provided that the Initial Registration Statement shall register for resale at least the number of Common Shares equal to 125% of the sum of (i) the maximum number of Common Shares issuable upon conversion of the Note at the initial conversion price thereof and (ii) the maximum number of Common Shares issuable upon exercise of the Warrant (the “Initial Required Registration Amount”). Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by Holders of a majority of the outstanding Registrable Securities) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall cause each Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Deadline, and shall keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) the date that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities or (ii) the two year anniversary of the date of this Agreement (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding the obligations of the Company under this Section 2(b), the provisions of Section 2(d) shall apply with respect to the payment of the Liquidated Damages. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise (i) directed in writing by a Holder as to its Registrable Securities, or (ii) directed by the Commission as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; b. Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (c) of the definition of Registrable Securities (applied, in the case that only some such Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that only some such Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holders); and d. Fourth, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such ▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, or determines to file an additional Registration Statement, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, as a result of any cutback of Registrable Securities of the Holders or any Registrable Securities not included in the Initial Registration Statement. In any additional Registration Statement filed because of a cutback in the number of Registrable Securities included in the Initial Registration Statement, all holders of Common Shares included in such additional Registration Statement shall be subject to any additional cutbacks that may be required by the Commission on a pro rata basis. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Deadline, or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) a Registration Statement registering for resale all of the Initial Required Registration Amount is not declared effective by the Commission by the Effectiveness Deadline of the Initial Registration Statement, or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date until the applicable Event is cured, the Company shall pay to Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of (1) 2.00% multiplied by (2) the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for all Registrable Securities that are then not covered by a Registration Statement that is then effective and available for use by such Holder (the “Liquidated Damages”). The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, no liquidated damages shall be payable due to any Holder’s actions that delay or prevent the Company from performing its obligations under this Agreement. The Liquidated Damages shall accrue pursuant to the terms hereof on a daily pro rata basis for any portion of a month prior to the Restricted Stock held cure of an Event. Further, amounts payable as Liquidated Damages to each Holder hereunder with respect to each share of Registrable Securities shall cease when the Purchaser no longer holds such shares of Registrable Securities. No Event shall be deemed to occur or continue if such Registration Event is caused by delays which are solely attributable to (i) the failure of a Holder to timely advise the Company of any information regarding such requesting Holder for sale inclusion in the manner specified in Registration Statement, but any such noticefailure shall apply only to that particular Holder, or (ii) the resolution of comments from the Commission pertaining to the Holders. For the purposes of clarity, it being understood is hereby agreed that Liquidated Damages shall not accrue during, and none shall be due as a result of, any period not to exceed (i) five (5) consecutive days or (ii) ten (10) days in total during any twelve month period (such periods, an “Allowed Delay”) during which the Prospectus included in any Registration Statement contemplated by this Registration Rights Agreement is suspended or otherwise unavailable. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, if at all, during the Effectiveness Period; provided that the Company shall only be obligated required to register shares maintain the effectiveness of Class A Common Stock. Such notice shall not be the Registration Statement then in effect until the earlier of (A) such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a), the Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, Commission or (B) the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be expiration of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoEffectiveness Period. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) Commencing two years after If at any time following the date hereof, either Holder may request third --------------------- anniversary of the Closing Date the holders of at least 50% of the Registrable Securities shall decide to sell or otherwise dispose of Registrable Securities of the Company then owned by such holders, such holders may give written notice to register the Company of the proposed disposition, specifying the number of Registrable Securities so to be sold or disposed of (which must include at least 50% of the Registrable Securities) and requesting that the Company prepare and file a registration statement under the Securities Act all or any portion covering such Registrable Securities. The Company shall, within 10 days thereafter, give written notice to the other holders of Registrable Securities of such request and each of the Restricted Stock held other holders shall have the option, for a period of 10 days after receipt by it of such requesting Holder for sale in notice from the manner specified Company, to include its Registrable Securities in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stockregistration statement. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a), the The Company shall use its best efforts to register under cause an appropriate registration statement (the "Registration Statement") covering such Registrable Securities Act, for public sale in accordance to be filed with the method Commission and to become effective as soon as reasonably practicable and to remain effective until the completion of disposition specified the distribution of the Registrable Securities to be offered or sold but not longer than 90 days after effectiveness of the Registration Statement. (The holders whose Registrable Securities are included in a Registration Statement are hereinafter referred to as the "Selling Investors"). The Company shall not be obligated to file more than two Registration Statements pursuant to the foregoing provisions of this Section 8.1. The Company shall bear all of the Costs and Expenses of the two Registration Statements. In addition to the foregoing and without regard to there first having been filed either of the two Registration Statements provided for in the foregoing provisions of this Section 8.1, the holders of Registrable Securities will be entitled to demand an unlimited number of Registration Statements on Form S-3 or any successor form allowing substantial incorporation by reference to Securities Exchange Act reports filed by the Company, but only if the Company is eligible to use Form S-3 or such successor Form, at such holders' Cost and Expense, provided however, that at least $500,000 in aggregate sales price less underwriters discounts and commissions of Registrable Securities are proposed to be sold pursuant thereto and no more than one such Registration Statement is demanded in any twelve month period of time. A demand for registration under this Section 8.1 will not count as such until it has become effective and unless the holders of Registrable Securities are able to register and sell at least 80% of the Registrable Securities included in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting HolderRegistration Statement; provided, however, that if the proposed method initiating holders withdraw a request for registration before the Registration Statement becomes effective, then the initiating holders at their option either shall (i) bear the Costs and Expenses thereof pro rata on the basis of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock requested to be included in therein or (ii) have such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested Registration Statement applied to be registered if and to the extent that the managing underwriter shall be counted as one of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, two Registration Statements for which the Company may designate has agreed to bear the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoCosts and Expenses. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) Commencing two years after The Company shall make all reasonably practicable efforts to file, within thirty (30) days of the date hereofClosing, either Holder may request a shelf registration statement with the Company Commission relating to register under the Securities Act all or any portion offer and sale of the Restricted Stock held by such requesting Holder for sale the Investors from time to time in accordance with the manner specified methods of distribution elected by the Investors and set forth in such noticeshelf registration statement, it being understood that and the Company shall only be obligated make all reasonably practicable efforts to register have such shelf registration statement effective within 120 days after its filing with the Commission. The Company shall make all reasonably practicable efforts to keep such shelf registration statement continuously effective for two (2) years following the expiration of the one (1) year lock-up described in the first sentence of Section 15(f) hereof. As soon as reasonably practicable after the issuance to the Investors of any shares of Class A Common Stock. Such notice Stock as a dividend pursuant to Article FOURTH, Section 2 of the Company's Amended and Restated Certificate of Incorporation, the Company shall not be effective unless file such amendments or supplements to such shelf registration statement as are necessary to qualify such shares of Common Stock for offer and sale by the requesting Holder provides Investors from time to time in accordance with the other Holder with a copy thereof (unless methods of distribution elected by the Investors and set forth in such notice is jointly given by both Holders)shelf registration statement. (b) Promptly following receipt of any notice under Section 4(a), The only securities which the Company shall use its best efforts be required to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holders, the number of pursuant this Section 4 and Sections 5 and 6 hereto shall be shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting HolderCommon Stock; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an that, in any underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to contemplated by this Section 4 on two occasions onlyor Sections 5 and 6, the holders of Series D Preferred Shares shall be entitled to sell such Series D Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion or exercise and conversion, as applicable, thereof. Notwithstanding anything to the contrary contained herein, the obligation of the Company no request may be made under this Section 4 shall be deemed satisfied only when a within 180 days after the effective date of any registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified on Form S-1 filed by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoCompany. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, 4 shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offeringany, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided If in this paragraph (c)the opinion of the managing underwriter, if any, the Company shall not effect any other registration inclusion of its Class A Common all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, shares to be sold by the holders of Restricted Stock, whether for its own account or if any, shall be excluded only after any shares to be sold by the Company have been excluded and in such manner that the shares to be sold shall be allocated among the selling holders pro rata based on their ownership of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebyRestricted Stock.

Required Registration. (a) Commencing two years after Subject to the date hereof, either Holder may request the Company to register under the Securities Act all or any portion of the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a)all necessary information from the Investors, the Company shall use its best commercially reasonable efforts to register prepare and file a registration statement on Form S-3 under the Securities ActAct covering the Registrable Securities (the "Registration Statement"), for public sale in accordance with on or before the method of disposition specified in date that is ninety (90) days after the Closing Date (the "Filing Date"), and shall use its commercially reasonable efforts to cause such notice from the requesting Holder or HoldersRegistration Statement to become effective as soon as practicable after filing, the number of shares of Restricted Stock specified in such notice and in any notice received from event no later than March 31, 2005 (the other Holder within 15 days after its receipt of such notice from the requesting Holder"Effectiveness Date"); provided, however, that if the proposed method of -------- ------- disposition specified Company receives notification from the SEC that the Registration Statement will receive no action or review from the SEC, then the Company will, subject to its rights under Section 2(d) below, cause the Registration Statement to become effective within five business days after such SEC notification. Notwithstanding the foregoing, if Form S-3 is not available for use by the requesting Holders shall be an underwritten public offeringCompany, then the number of shares of Restricted Stock Company will file a Registration Statement on such form as is then available to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be effect a registration of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offeringRegistrable Securities, subject to the approval consent of the selling Holders of a majority of the Restricted Stock included in the offeringRegistrable Securities then outstanding, which approval shall consent will not be unreasonably withheld. withheld or delayed. (b) The Company shall be obligated use its commercially reasonable efforts to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to maintain the contrary contained herein, the obligation effectiveness of the Company Registration Statement under this Section 4 shall be deemed satisfied only when a registration statement covering the Securities Act until the earliest of: (i) the date that is two years after the Closing Date; and (ii) the date on which all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall Registrable Securities have been sold pursuant theretoto the Registration Statement or no longer constitute Registrable Securities (the "Registration Period"). (c) The Notwithstanding the foregoing, if the Company shall be entitled to include is engaged in any registration statement referred to in this Section 4, activity or transaction or preparations or negotiations for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by any activity or transaction that the Company desires to keep confidential for its own accountbusiness reasons and the Company determines in good faith that the public disclosure requirements imposed on the Company under the Securities Act in connection with a registration hereunder would require disclosure of such activity, except as transaction, preparation or negotiations and that such disclosure would be seriously detrimental to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c)Company, the Company shall have the right, by written notice to the Holders: (i) to withdraw a registration statement after filing and after such notice, but prior to the effectiveness thereof; or (ii) suspend the effectiveness thereof for a period not effect to exceed 90 days; provided that such right may not be exercised more than once in any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebytwelve-month period.

Required Registration. Executive may at any time give written notice to Company (athe “Notice”) Commencing two years after that he contemplates the date hereof, either Holder sale of not less than 500,000 shares of Stock and may request require that Company file with the Company to register Commission a registration statement under the Securities Act all or any portion with respect to the shares of Stock set forth in such Notice. Such Notice shall state whether Executive desires to utilize the services of an underwriter in connection with the sale of the Restricted Stock held by shares to which such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common StockNotice applies. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following Forthwith upon receipt of any notice under such Notice, and subject to the terms and conditions contained in this Section 4(a)9, the Company shall shall: (a) use its best efforts to register effect registration under the Securities Act of the shares specified in such Notice; (b) use its best efforts to have such registration statement declared effective; (c) notify Executive promptly after Company shall have received notice thereof, of the time when such registration statement has become effective or any supplement to any prospectus forming a part of such registration statement has been filed; (d) notify Executive promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information; (e) prepare and file with the Commission promptly upon Executive’s request any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for Executive, may be necessary or advisable in connection with the distribution of the Stock by Executive; (f) prepare and promptly file with the Commission and promptly notify Executive of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omission, if, at any time, when a prospectus relating to the Stock is required to be delivered under the Securities Act, any event shall have occurred as a result of which any such prospectus or any other prospectus as then in effect would include an untrue statement or a material fact or omit to state any material fact necessary to make the statements therein not misleading; (g) in case Executive or any underwriter for public sale Executive is required to deliver a prospectus, at a time when the prospectus then in accordance effect may no longer be used under the Act, prepare promptly upon request such amendment or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the method requirements of disposition specified Section 10 of the Securities Act; (h) not file any amendment or supplement to the registration statement or prospectus to which Executive shall reasonably object after having been furnished a copy at a reasonable time prior to the filing thereof; (i) advise Executive promptly after it shall receive notice or obtain knowledge thereof of the issuance of any stop order by the Commission suspending the effectiveness of any such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) use its best efforts to qualify the Stock for transfer under the securities laws of such states as Executive may designate; and (k) furnish to Executive, as soon as available, copies of any such registration statement and each preliminary or final prospectus, or supplement required to be prepared pursuant to this Section, all in such notice quantities as Executive may, from time to time, reasonably request. Company shall pay all costs and expenses incident to the requesting Holder or Holdersperformance of its obligations under this Section 9.2, including the fees and expenses of its counsel, the number fees and expenses of shares its accountants, and all other costs and expenses incident to the preparation, printing and filing under the Securities Act of Restricted Stock specified in such notice any registration statement, each prospectus and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offeringall amendments and supplements thereto, the number of shares of Restricted Stock to be included costs incurred in such an offering may be reduced pro rata between connection with the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be qualification of the opinion that Stock under the laws of various jurisdictions (including fees and disbursements of counsel), the cost of furnishing to Executive copies of any such inclusion would adversely affect registration statement, each preliminary prospectus, the marketing final prospectus and each amendment and supplement thereto, all expenses incident to delivery of the Restricted Stock security to be soldany underwriter or underwriters, but not any underwriting commissions or discounts charged to Executive. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated required to register Restricted Stock effect only one registration pursuant to Request of Executive under the provisions of this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto9.2. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) Commencing two years after the date hereofSubject to Section 2(b), either Holder may request if the Company shall be requested by the holders of a majority of all Investor Shares at any time to register effect the registration under the Securities Act all or any portion of the Restricted Stock held by such requesting Holder for sale in the manner specified in such noticeRegistrable Shares, it being understood that then the Company shall only (subject to the managing underwriter's discretion) promptly give written notice of such proposed registration to all holders of Registrable Shares and shall (subject to the managing underwriter's discretion) offer to include in such proposed registration any Registrable Shares requested to be obligated included in such proposed registration by all holders of Registrable Shares who respond in writing to register shares the Company's notice within 30 days after delivery of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders(which response shall specify the number of Registrable Shares proposed to be included in such registration). (b) Promptly following receipt of any notice under Section 4(a), the . The Company shall use its best efforts to register promptly effect the registration under the Securities ActAct of the Registrable Shares which the Company has been so requested to register. The number of requests permitted pursuant to this Section 2(a) shall be unlimited. (b) Anything contained in Section 2(a) to the contrary notwithstanding, for public sale the Company shall not be obligated to effect any registration under the Securities Act pursuant to Section 2(a) except in accordance with the method of disposition specified following provisions: (i) with respect to any registration pursuant to this Section 2, the Company may include in such notice from the requesting Holder registration any Primary Shares or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting HolderOther Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be reduced included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, all Registrable Shares requested to be included in such registration by the Investors who requested such registration or made timely notice to the Company of their request to include Registrable Shares in such registration pursuant to Section 2(a), pro rata between the among such requesting Holders --- ---- Shareholders based on the number of shares of Restricted Stock Registrable Shares requested by each such requesting Shareholder to be so registered; (B) second, all Registrable Shares requested to be registered if and included in such registration by the other Shareholders who requested the inclusion of their Registrable Shares in such registration pursuant to Section 2(a), pro rata among all such Shareholders based on the extent that the managing underwriter shall be number of the opinion that Registrable Shares requested by each such inclusion would adversely affect the marketing of the Restricted Stock Shareholder to be sold. If such method of disposition shall be an underwritten public offeringso registered; (C) third, the Company may designate Primary Shares; and (D) fourth, the managing underwriter Other Shares; (ii) at any time before the Registration Statement covering Registrable Shares becomes effective, the Shareholder or group of Shareholders which requested such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock registration pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of 2(a) may request the Company under this Section 4 shall be deemed satisfied only when to withdraw or not to file the Registration Statement; and (iii) the Company may, at its sole option, elect to satisfy a request for a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with pursuant to Section 2(a) on Form S-2 or Form S-3 promulgated under the method of disposition specified by the requesting Holders, shall have become effective andSecurities Act (or any successor forms thereto), if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoforms are then available to the Company. (c) The Company shall be entitled to include in any file a registration statement referred with respect to in this each registration requested pursuant to Section 4, for sale in accordance with 2(a) as soon as practicable after receipt of the method demand of disposition specified by the requesting HoldersShareholders; provided, shares however, that if in the good faith judgment of Class A Common Stock the Board of Directors of the Company, such registration would be seriously detrimental to be sold the Company in that such registration would interfere with a proposed primary registration of securities by the Company for its own accountor any other material corporate transaction and the Board of Directors concludes, except as and a result, that it is advisable to defer the extent that, in the opinion filing of such registration statement at such time (as evidenced by an appropriate resolution of the managing underwriterBoard), if then the Company shall have the right to defer such method filing for the period during which such registration would be seriously detrimental; provided, further, however, that (i) the Company may not defer the filing for a period of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing more than one hundred and twenty (120) days after receipt of the Restricted Stock to be sold. Except as provided in this paragraph demand of the requesting Shareholders, (c), ii) the Company shall not effect any other exercise its right to defer such a registration more than once, and (iii) if the Company undertakes a primary registration following an exercise of its Class A Common Stockdeferral right, whether for its own account or that the holders of other holders, from the date of receipt of a notice from the requesting Holders pursuant Registrable Shares shall have "piggyback" rights under Section 3 hereof with respect to this Section 4 until the completion not less than one-third (1/3) of the period number of distribution shares of the registration contemplated therebyRegistrable Shares to be sold in such offering.

Required Registration. (a) Commencing two years after If, at any time following the third-year anniversary of the date hereof, either Holder may request the Company shall be requested in writing (an “Initiating Request”) by the Registrable Holders to register effect the registration under the Securities Act of an offering of Registrable Shares (a “Demand Registration”), then the Company shall, subject to Sections 5.1(b), (c) and (d) below, promptly use its reasonable best efforts to effect a registration under the Securities Act of an offering of all or the Registrable Shares that the Company has been requested pursuant to such Initiating Request and in any portion of the Restricted Stock held by such requesting Holder Inclusion Request (as hereinafter defined) to register for sale in accordance with this Section 5.1(a) and with the manner method of distribution specified in the Initiating Request. The Company shall promptly give written notice to all Stockholders (a “Registration Request Notice”) of the Company’s requirement to register such notice, it being understood offering. The Stockholders shall have 30 days after delivery of a Registration Request Notice to deliver to the Company a request in writing (an “Inclusion Request”) that the Company shall only be obligated to register shares include in such registration the number of Class A Common Stock. Such notice shall not be effective unless Registrable Shares of all Stockholders so specified in the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)Inclusion Request. (b) Promptly following receipt Anything contained in Sections 5.1(a) to the contrary notwithstanding, the Company may delay the filing or effectiveness of any notice under Registration Statement for a period of up to 120 days after the date that the Registrable Holders make a Demand Registration, if at the time of such Demand Registration: (i) any other registration statement (other than on Form S-4 or Form S-8) pursuant to which equity Securities of the Company are to be or were offered and sold has been filed and not withdrawn or has been declared effective within the prior ninety (90) days (180 days in the case of the Initial Public Offering); or (ii) the Board determines in good faith that (A) it is in possession of material, non-public information concerning pending or threatened litigation and disclosure of such information would jeopardize such litigation or otherwise materially harm the Company or (B) a Material Transaction that has not been publicly disclosed is reasonably likely to occur; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (c) With respect to any registration pursuant to Section 4(a5.1(a), the Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified may include in such notice from the requesting Holder registration any other Registrable Shares, Primary Shares or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting HolderOther Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an registration would materially adversely affect the offering may be reduced pro rata between the requesting Holders --- ---- based on and sale (including pricing) of all such Securities, then the number of shares of Restricted Stock so requested Registrable Shares, Primary Shares, and Other Shares proposed to be registered if and to the extent that the managing underwriter included in such registration shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained hereinfollowing order: (i) first, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified Registrable Shares owned by the requesting HoldersStockholders, shall have become effective pro rata based upon the number of Registrable Shares owned by each such Stockholder at the time of such registration; (ii) second, the Primary Shares; and (iii) third, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretothe Other Shares. (cd) The Company shall be entitled Subject to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as paragraphs (f) and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (cg), the Company shall not be required pursuant to Section 5.1(a) to effect any other more than one (1) registration of an offering of Registrable Shares on Form S-1. (e) If any offering pursuant to a Demand Registration involves an underwritten offering, the Registrable Holders shall select the managing underwriter or underwriters to administer the offering, which managing underwriters shall be a firm of nationally recognized standing. (f) Any Stockholder initiating or requesting the inclusion of Registrable Shares in a Demand Registration may, by written notice to the Company delivered prior to the effectiveness of the Registration Statement, withdraw its Class A Common Stock, whether for request to have its own account Registrable Shares included in such Demand Registration. In the event that either: (i) the conditions to closing specified in an underwriting agreement to which the Company is a party with respect to a Demand Registration are not satisfied or that of other holders, from the date of receipt of a notice from the requesting Holders waived; or (ii) any Registration Statement filed pursuant to this Section 4 until the completion 5.1(a) is not declared effective for any reason, then in each such case such registration shall not be deemed a Demand Registration for purposes of this Section 5.1(a). (g) The Registrable Holders that own a majority of the period Registrable Shares requested to be included in a Registration Statement pursuant to this Section 5.1(a) shall have the right to terminate or withdraw any registration initiated pursuant to this Section 5.1(a) by written notice to the Company delivered prior to the effectiveness of distribution such Registration Statement and such withdrawn registration shall not be deemed a Demand Registration for purposes of this Section 5.1(a) if such Registrable Holders within 30 days after the registration contemplated thereby.delivery of such written notice fully reimburse the Company for all costs, fees and expenses incurred by the Company (including legal fees) in connection with such withdrawn registration..

Required Registration. (a) Commencing two years after a. In accordance with the date hereof, either Holder may request Settlement Agreement the Company shall have filed to register under the Securities Act all or any portion resale of the Restricted Shares and the Warrant Shares. For purposes of this Section 2 and Section 3, 4, 11(a) and 11(d), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Stock upon conversion of all such Preferred Stock held by such requesting Holder for sale holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2: i. during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred twenty (120) days after the effective date of, a Company-initiated registration (but in any event no greater than three hundred sixty (360) days after a request is made under this Section 4); provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or ii. if in the manner specified 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, in which case the Company shall furnish to such noticeholders 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 being understood 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 a period of not more than 90 days after receipt of the request of the requesting holders, and, provided further, that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)defer its obligation in this manner more than once in any eighteen-month period. (b) Promptly following b. Following receipt of any notice under this Section 4(a)2, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holdersholders, the number of shares of Restricted Stock specified in such notice (and in any notice all notices received by the Company from the other Holder holders within 15 30 days after its receipt the giving of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be soldCompany). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offeringCompany, which approval shall not be unreasonably withheldwithhold or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 2 on two occasions one occasion only. Notwithstanding anything to the contrary contained herein, the provided, however, that such obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received and not rescinded as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holdersholders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offeroffering, all such shares shall have been sold pursuant thereto. (c) c. The Company and any other holders of Common Stock which the Company shall permit to participate shall be entitled to include in any registration statement referred to in this Section 42, for sale in accordance with the method of disposition specified by the requesting Holdersholders, shares of Class A Common Stock to be sold by the Company or such other holders for its their own account, except as and to the extent that, in the opinion of the managing underwriter, underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c)for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company shall will not effect file with the Commission any other registration of statement with respect to its Class A Common Stock, whether for its own account or that of other holdersstockholders, from the date of receipt of a notice from the requesting Holders holders pursuant to this Section 4 2 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) Commencing two years after On or prior to the date hereof, either Holder may request Filing Date the Company shall prepare and file with the Commission a Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any portion restriction pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Note is convertible and the Warrants are exercisable exceeds the number of shares of Common Stock initially registered in respect of the Restricted Stock held by such requesting Holder for sale in Conversion Shares and the manner specified in such noticeWarrant Shares based upon the computation on the Closing Date, it being understood that the Company shall only be obligated have twenty (20) Business Days to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless file such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a)additional Registration Statement, and the Company shall use its best efforts to register under cause such additional Registration Statement to be declared effective by the Securities ActCommission as soon as possible, for public sale but in accordance with the method of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 no event later than thirty (30) days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretofiling. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) Commencing two years after At any time following the date hereofthat is the earlier of (i) the fifth anniversary of the date hereof and (ii) six months following the closing of a Qualified Public Offering, either Holder may request if the Company Corporation shall be requested by holders of at least two-thirds of the combined voting power of the outstanding Restricted Securities (based on the underlying Common Stock for which the Restricted Securities are convertible or exercisable) to register effect the registration on Form S-1 under the Securities Act all or any portion of at least 30% of the outstanding Restricted Stock held by Shares or such requesting Holder for sale in lesser amount of Restricted Shares if the manner specified in anticipated aggregate offering price would exceed $2,000,000, then the Corporation shall promptly give written notice of such noticeproposed registration to all holders of Restricted Securities, it being understood that and thereupon the Company Corporation shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a), the Company shall promptly use its best efforts to register effect the registration on Form S-1 under the Securities Act, Act of the Restricted Shares that the Corporation has been requested to register for public sale disposition as described in accordance with the method request of disposition specified in such notice from the requesting Holder or Holders, the number of shares holders of Restricted Stock specified in such notice Securities and in any notice response received from any of the other Holder holders of Restricted Securities within 15 30 days after its receipt the giving of such the written notice from by the requesting HolderCorporation; provided, however, that the Corporation shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions and Section 3(f) hereof. (i) Subject to Section 3(f) hereof, the Corporation shall not be obligated to file and cause to become effective more than two registration statements in which Restricted Shares are registered under the Securities Act pursuant to this Section 3(d), if all of the Restricted Shares offered pursuant to such registration statements are sold thereunder upon the price and terms offered or if registration on a Form S-3 is available. Notwithstanding anything in this Section 3 to the contrary, if the proposed method Corporation shall furnish to the holders of -------- ------- disposition specified Restricted Securities who request registration hereunder a certificate signed by the requesting Holders President or Chief Executive Officer of the Corporation stating that the Board has made the good-faith determination that (i) use or continued use by the holders of the registration statement filed by the Corporation pursuant to this Section 3 for purposes of effecting offers or sales of Restricted Securities pursuant hereto would require, under the Securities Act and the rules and regulations promulgated thereunder, premature disclosure in the registration statement (or the prospectus relating thereto) of material, nonpublic information concerning the Corporation, (ii) such premature disclosure would be materially adverse to the Corporation, its business or prospects or any such proposed material transaction would make the successful consummation by the Corporation of any such material transaction significantly less likely and (iii) it is therefore essential to delay or suspend the use by the holders of such registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Restricted Securities pursuant thereto, then the right of the holders to use such registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Restricted Securities pursuant thereto shall be an underwritten delayed and/or suspended for a period (the “Suspension Period”) of not more than 90 days after delivery by the Corporation of the certificate referred to above in this Section 3(d)(i). During the Suspension Period, the Corporation shall not be obligated to file any registration statement and/or the holders shall not offer or sell any Restricted Securities pursuant to or in reliance upon such registration statement (or the prospectus relating thereto). The Corporation agrees that, as promptly as practicable after the consummation, abandonment or public offeringdisclosure of the event or transaction that caused the Corporation to delay or suspend the use of the registration statement (and the prospectus relating thereto), the Corporation will provide the holders with revised prospectuses, if required, and will notify the Preferred Stockholders of their ability to effect offers or sales of Registrable Shares pursuant to or in reliance upon such registration statement. The Corporation shall not deliver a certificate causing a Suspension Period more than twice in any twelve (12) month period; provided, however, that the Suspension Period shall not exceed ninety (90) days in the aggregate in any twelve (12) month period. (ii) Notwithstanding the foregoing, the Corporation may include in each such registration requested pursuant to this Section 3(d) any authorized but unissued shares of Common Stock (or authorized treasury shares) for sale by the Corporation or any issued and outstanding shares of Common Stock for sale by others; provided, however, that, if the number of shares of Restricted Common Stock so included pursuant to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on this clause (ii) exceeds the number of shares Restricted Shares requested by the holders of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that Shares requesting such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If registration, then such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 registration shall be deemed satisfied only when to be a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with and pursuant to Section 3(e) hereof; and provided further, however, that the method inclusion of disposition specified such previously authorized but unissued shares by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, Corporation or issued and outstanding shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent thatothers in such registration does not adversely affect, in the sole opinion of the managing underwriterholders of Restricted Securities requesting such registration, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing ability of the holders of Restricted Stock Securities requesting such registration to be sold. Except as provided in this paragraph (c), market the Company shall not effect any other registration entire number of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebyRestricted Shares requested by them.

Required Registration. (a) Commencing two years after If, at any time following the third-year anniversary of the date hereof, either Holder may request the Company shall be requested in writing (an “Initiating Request”) by the Registrable Holders to register effect the registration under the Securities Act of an offering of Registrable Shares (a “Demand Registration”), then the Company shall, subject to Sections 5.1(b), (c) and (d) below, promptly use its reasonable best efforts to effect a registration under the Securities Act of an offering of all or the Registrable Shares that the Company has been requested pursuant to such Initiating Request and in any portion of the Restricted Stock held by such requesting Holder Inclusion Request (as hereinafter defined) for sale in accordance with this Section 5.1(a) and with the manner method of distribution specified in the Initiating Request. The Company shall promptly give written notice to all Stockholders (a “Registration Request Notice”) of the Company’s requirement to register such notice, it being understood offering. The Stockholders shall have 30 days after delivery of a Registration Request Notice to deliver to the Company a request in writing (an “Inclusion Request”) that the Company shall only be obligated to register shares include in such registration the number of Class A Common Stock. Such notice shall not be effective unless Registrable Shares of all Stockholders so specified in the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)Inclusion Request. (b) Promptly following receipt Anything contained in Section 5.1(a) to the contrary notwithstanding, the Company may delay the filing or effectiveness of any notice under Registration Statement for a period of up to 120 days after the date that the Registrable Holders make an Initiating Request, if at the time of such Initiating Request: (i) any other registration statement (other than on Form S-4 or Form S-8) pursuant to which equity Securities of the Company are to be or were offered and sold has been filed and not withdrawn or has been declared effective within the prior ninety (90) days (180 days in the case of the Initial Public Offering); or (ii) the Board determines in good faith that (A) it is in possession of material, non-public information concerning pending or threatened litigation and disclosure of such information would jeopardize such litigation or otherwise materially harm the Company or (B) a Material Transaction that has not been publicly disclosed is reasonably likely to occur; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (c) With respect to any registration pursuant to Section 4(a5.1(a), the Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified may include in such notice from the requesting Holder registration any other Registrable Shares, Primary Shares or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting HolderOther Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an registration would materially adversely affect the offering may be reduced pro rata between the requesting Holders --- ---- based on and sale (including pricing) of all such Securities, then the number of shares of Restricted Stock so requested Registrable Shares, Primary Shares, and Other Shares proposed to be registered if and to the extent that the managing underwriter included in such registration shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained hereinfollowing order: (i) first, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified Registrable Shares owned by the requesting HoldersStockholders, shall have become effective pro rata based upon the number of Registrable Shares owned by each such Stockholder at the time of such registration; (ii) second, the Primary Shares; and (iii) third, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretothe Other Shares. (cd) The Company shall be entitled Subject to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as paragraphs (f) and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (cg), the Company shall not be required pursuant to Section 5.1(a) to effect any other more than one (1) registration of an offering of Registrable Shares on Form S-1. (e) If any offering pursuant to a Demand Registration involves an underwritten offering, the Registrable Holders shall select the managing underwriter or underwriters to administer the offering, which managing underwriters shall be a firm of nationally recognized standing. (f) Any Stockholder initiating or requesting the inclusion of Registrable Shares in a Demand Registration may, by written notice to the Company delivered prior to the effectiveness of the Registration Statement, withdraw its Class A Common Stock, whether for request to have its own account Registrable Shares included in such Demand Registration. In the event that either: (i) the conditions to closing specified in an underwriting agreement to which the Company is a party with respect to a Demand Registration are not satisfied or that of other holders, from the date of receipt of a notice from the requesting Holders waived; or (ii) any Registration Statement filed pursuant to this Section 4 until the completion 5.1(a) is not declared effective for any reason, then in each such case such registration shall not be deemed a Demand Registration for purposes of this Section 5.1(a). (g) The Registrable Holders that own a majority of the period Registrable Shares requested to be included in a Registration Statement pursuant to this Section 5.1(a) shall have the right to terminate or withdraw any registration initiated pursuant to this Section 5.1(a) by written notice to the Company delivered prior to the effectiveness of distribution such Registration Statement and such withdrawn registration shall not be deemed a Demand Registration for purposes of this Section 5.1(a) if such Registrable Holders within 30 days after the registration contemplated therebydelivery of such written notice fully reimburse the Company for all costs, fees and expenses incurred by the Company (including legal fees) in connection with such withdrawn registration.

Required Registration. (a) Commencing two years after On or prior to each Filing Date, the date hereofCorporation shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The number of Registrable Securities that the Corporation will include in the Initial Registration Statement shall cover the Initial Required Registration Amount, either Holder may request which is 125% of the Company maximum number of shares of Common Stock issuable upon conversion of the Notes at the initial conversion price thereof, all subject to adjustment as provided in Section 2(c). Each Registration Statement filed hereunder shall be on Form S-3 (except if the Corporation is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least a Majority in Interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Corporation shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act all or as promptly as possible after the filing thereof, but in any portion of event no later than the Restricted Stock held by such requesting Holder for sale in the manner specified in such noticeapplicable Effectiveness Date, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a), the Company and shall use its best commercially reasonable efforts to register keep such Registration Statement continuously effective under the Securities Act, for public sale in accordance with Act until the method earlier of disposition specified in (i) the date that all Registrable Securities covered by such notice from Registration Statement no longer constitute Registrable Securities or (ii) the requesting Holder or Holders, the number two year anniversary of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt this Agreement (the “Effectiveness Period”). The Corporation shall telephonically request effectiveness of a notice from the requesting Holders pursuant to this Section 4 until the completion Registration Statement as of the period of distribution of the registration contemplated thereby.5:00 p.m. Eastern

Required Registration. (a) Commencing two years after the date hereofAt any time, either Holder one or more holders of Restricted Stock may request the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting Holder holder or holders for sale in the manner specified in such notice, it being understood that but only if the request is made by the holders of Restricted Stock constituting at least 50% of the number of shares of Restricted Stock outstanding at the time the request is made. Notwithstanding anything to the contrary contained herein, no request may be made under this Section within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Stock shall only be obligated have been entitled to register join pursuant to Section 3 and in which all shares of Class A Common Stock. Such notice Restricted Stock as to which registration shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)have been requested shall have been effectively registered and sold. (b) Promptly following Following receipt of any notice under Section 4(a)this Section, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use its best commercially reasonable efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holdersholders, the number of shares of Restricted Stock specified in such notice (and in any notice all notices received by the Company from the other Holder holders within 15 days after its receipt the giving of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be soldCompany). If such method of disposition shall be an underwritten public offering, the Company holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offeringCompany, which approval shall not be unreasonably withheldwithheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the but such obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holdersholders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offeroffering, all such shares shall have been sold pursuant thereto. (c) No person other than the Company, its officers, directors, or other stockholders entitled to registration rights under the circumstances shall be entitled to include any securities in any registration statement requested under this Section without the consent of the holders of a majority of the Restricted Stock included in the registration statement, which consent shall not be unreasonably withheld. The Company Company, its officers, directors, or other stockholders entitled to registration rights under the circumstances shall be entitled to include in any registration statement referred to in this Section 4Section, for sale in accordance with the method of disposition specified by the requesting Holdersholders, shares of Class A Common Stock to be sold by the Company or by its officers, directors, or other stockholders entitled to registration rights under the circumstances for its or their own account, except as and to the extent that, in the opinion of the managing underwriter, underwriter (if such method of disposition shall be an underwritten public offering), confirmed in writing to the Company and the holders requesting inclusion of Restricted Stock in the registration and the underwriting, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. In such event, the number of shares of Common Stock to be registered on behalf of the Company or its officers, directors, and other holders entitled to registration rights under the circumstances, if any, shall be computed as set forth in subsection (d). Except as provided in this paragraph (c)for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company shall will not effect file with the Commission any other registration of statement with respect to its Class A Common Stock, whether for its own account or that of other holdersstockholders, from the date of receipt of a notice from the requesting Holders holders pursuant to this Section 4 2 until the completion of the period of distribution of the registration contemplated thereby. (d) Whenever a registration requested pursuant to this Section is for an underwritten public offering, only shares of Common Stock which are to be included in the underwriting may be included in the registration. Notwithstanding the provisions of subsections (b) and (c), if the managing underwriter determines that marketing factors require a limitation of the total number of shares of Common Stock to be underwritten or a limitation of the total number of shares of Common Stock to be sold by the Company or its officers or directors or other stockholders entitled to registration rights under the circumstances, then the number of shares to be included in the registration and the underwriting shall first be allocated among all holders who indicated to the Company their decision to distribute any of their Restricted Stock through such underwriting, in proportion, as nearly as practicable, to the respective number of shares of Restricted Stock requested to be included in the registration and the underwriting by such holders, then the remainder, if any, to the Company or its officers or directors or other stockholders entitled to registration rights under the circumstances, in proportion, as nearly as practicable, to the respective number of shares of Common Stock requested to be included in the registration and the underwriting by the Company or its officers or directors or other stockholders entitled to registration rights under the circumstances. No stock excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration. If the Company or its officers or directors or other stockholders entitled to registration rights under the circumstances, as the case may be, determines not to participate in any such underwriting, it, he or she may elect to withdraw therefrom by written notice, within five (5) days of notice to the Company of the managing underwriter's marketing limitation, to the holders of Restricted Stock and the underwriter. The securities so withdrawn from such underwriting shall also be withdrawn from such registration.

Required Registration. (a) Commencing two years From and after the date hereof, either Holder may request if the Company Corporation shall be requested by any Investor to register effect the registration under the Securities Act all or any portion of Registrable Shares, the Corporation shall promptly effect the registration under the Securities Act of the Restricted Stock held by such requesting Holder for sale in Registrable Shares which the manner specified in such noticeCorporation has been so requested to register; provided, it being understood however, that the Company Corporation shall only not be obligated to register shares of Class A Common Stock. Such notice effect any registration under the Securities Act except in accordance with the following provisions: (a) the Corporation shall not be obligated to file and cause to become effective unless more than three (3) registration statements initiated pursuant to this Section 2 if under such registration statements all of the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders).Registrable Shares requested to be included therein have been effectively distributed and sold thereunder; (b) Promptly following receipt subject to Section 2(d) below, the Corporation may delay the filing or effectiveness of any notice registration statement for a period of up to 60 days after the date of a request for registration pursuant to this Section 2 if at the time of such request (i) the Corporation is engaged, or has fixed plans to engage within 60 days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares shall include the Registrable Shares that the Investors requested to be so registered pursuant to Section 3 below, or (ii) the Corporation reasonably determines that such registration and offering would interfere with any material transaction that requires disclosure under the Securities Act involving the Corporation, as approved by the Board of Directors; provided, that the Corporation may only so delay the filing or effectiveness of a registration statement once pursuant to clause (i) above and once pursuant to clause (ii) above; and (c) with respect to any registration pursuant to this Section 4(a)2, the Company Corporation shall give notice of such registration to the Investors who do not request registration hereunder and to the holders of all Registrable Shares and Other Shares which are entitled to registration rights and the Corporation may include in such registration any Primary Shares, Registrable Shares or Other Shares; provided, however, that, subject to Section 2(d) hereof, with respect to any registration statement, if the managing underwriter advises the Corporation in writing that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (i) first, the Registrable Shares of the Investors requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the Investors thereof based upon the number of Registrable Shares requested to be registered by each such Investor); (ii) second, the Primary Shares and the other Registrable Shares held by stockholders other than the Investors which are requested to be included in such registration (or, if necessary, such securities pro rata among the Corporation and the holders thereof based upon the estimated initial offering price of such securities proposed to be included in such registration statement); and (iii) third, the Other Shares which are entitled to registration rights. (d) Notwithstanding any provision of this Section 2 to the contrary, with respect to the first registration statement initiated pursuant to this Section 2, unless otherwise agreed by the Investors holding a majority of the Registrable Shares requested to be included in such registration statement, all of such Registrable Shares of the Investors requested to be included in such registration statement shall be so included in such registration statement. The Corporation hereby agrees that, with respect to the first registration statement initiated pursuant to this Section 2, the Corporation shall use its best efforts to register under successfully market (including pricing) and distribute such Registrable Shares of the Securities Act, Investors within 45 days after the date of a request for public sale in accordance with registration pursuant to this Section 2. (e) If the method of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified requested by the requesting Holders shall be an holders, pursuant to this Section 2, is a firm commitment underwritten public offering, the number of shares of Restricted Stock Corporation shall have the right to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject which underwriter shall be (i) a top 15 investment bank as rated by Securities Data Corp. at the time of such designation and (ii) acceptable to the approval holders of the selling Holders of Registration Shares holding a majority of such securities, it being acknowledged and agreed that the Restricted Stock included in investment banks listed on Schedule A or their successors shall be acceptable to the offeringInvestors. (f) At any time before the registration statement covering Registrable Shares becomes effective, which approval the Investors holding a majority of such securities may request the Corporation to withdraw, amend or not to file the registration statement with respect to the proposed sale of the Investor's Registrable Shares. In that event, if such request of withdrawal or amendment shall not be unreasonably withheld. The Company have been caused by, or made in response to, the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Corporation, the Investors shall have used one of their demand registration rights under this Section 2 and the Corporation shall no longer be obligated to register Restricted Stock Registrable Shares pursuant to the exercise of such one registration right pursuant to this Section 4 on two occasions only. Notwithstanding anything 2 unless either (x) such Registration Statement includes Other Shares not held by the Investors or Primary Shares or (y) the remaining Investors shall pay to the contrary contained herein, Corporation the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified expenses incurred by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from Corporation through the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebysuch request.

Required Registration. (a) Commencing two years after After receipt of a written request from the date hereof, either Holder may request the --------------------- Holders of Registrable Securities requesting that Company to register effect a registration under the Securities Act all or any portion covering at least 20% of the Restricted Stock held Registrable Securities initially outstanding, and specifying the intended method or methods of disposition thereof, Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 may elect (by written notice sent to Company within 10 Business Days from the date of such requesting Holder for sale in Holder's receipt of the manner specified aforementioned Company's notice) to have Registrable Securities included in such noticeregistration thereof pursuant to this Section 2, it being understood provided, however, that no Holder will deliver a request for a demand registration during the six (6) month period following the effective date of a Registration Statement filed in respect of a previous demand registration. Thereupon Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice shall, as expeditiously as is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a)possible and at its expense, the Company shall use its best efforts to effect the registration under the Securities Act of all shares of Registrable Securities which Company has been so requested to register by such Holders for sale, all to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, -------- however, that Company shall not be required to effect more than two (2) ------- registrations of any Registrable Securities pursuant to this Section 2 for the Purchaser, unless Company shall be eligible at any time to file a registration statement on Form S-3 (or other comparable short form) under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holders, which event there shall be no limit on the number of shares such registrations pursuant to this Section 2. The rights of Restricted Stock specified in such notice and the Holders under this Section 2 shall be effective immediately after the date hereof. If the managing underwriter shall determine that it cannot register all of the Registrable Securities in any notice received from the registration of Registrable Securities shall have priority over any other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock securities requested to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoregistration. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) Commencing two years after At any time during the date hereofperiod beginning 150 days following the Closing and ending 365 days following the Closing, either Holder Stockholders who are holders of a majority of the Registerable Stock may deliver a written request (a "Required Registration Notice") to the Company to register demanding registration under the Securities Act all or any portion of up to 50% of the Restricted shares of Registerable Stock delivered by the Company as Merger Consideration under the Merger Agreement and held by such requesting Holder holder or holders for sale in the manner specified in such notice, it being understood that such registration to take effect no earlier than 180 days following the Company shall only be obligated Closing and no later than 365 days following the Closing and to register shares remain in effect until the later of Class A Common Stock. Such notice shall not be effective unless 365 days following the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)Closing or 90 days following its effectiveness. (b) Promptly following Following receipt of any notice under this Section 4(a)4, the Company shall immediately give written notice of the request for registration to all Stockholders who hold Registerable Stock and who were not included in the Required Registration Notice. The Company shall then use its best efforts to register include in a registration statement under the Securities Act, Act for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or HoldersRequired Registration Notice, the number of shares of Restricted Registerable Stock specified in such notice from each such requesting Stockholder and in all responses from other Stockholders which are received within 30 days of the Company's notifying such Stockholders of the Required Registration Notice; provided, that the maximum number of shares of Registerable Stock of any Stockholder which the Company shall be required to register hereunder (the "Registration Maximum") shall be 50% of the shares of Common Stock that were delivered to such Stockholder as Merger Consideration in connection with the closing of the Merger Agreement; provided, further that the Registration Maximum shall be reduced on a one-for-one basis in respect of any shares of Common Stock sold by such Stockholder pursuant to Section 3 hereof. Upon its receipt of a Required Registration Notice, the Company shall take all reasonable efforts to ensure that a registration statement relating to such notice received from is filed with the other Holder within 15 Commission by the later to occur of (i) 30 days after its following the Company's receipt of such notice from the requesting Holder; providedor (ii) May 1, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld2000. The Company shall be obligated to register Restricted Registerable Stock pursuant to this Section 4 on two occasions one occasion only. Notwithstanding anything . (c) Prior to the contrary contained herein, the obligation effective date of any registration made by the Company under this Section 4 shall 4, any such registration will be deemed satisfied only when withdrawn if the Company receives a written notice to that effect, signed by all holders of Registerable Stock who made a request for registration under paragraphs (a) and (b) of this Section 4. If such a notice is delivered, the withdrawn registration will not qualify as the occasion where the Company is obligated to make a registration statement covering all shares under paragraph (b) of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretothis Section 4. (cd) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by in the requesting HoldersRequired Registration Notice, shares of Class A Common Stock to be sold by the Company for its own accountaccount or for sale by others, except as and to the extent that, in the opinion of the managing underwriter, underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Registerable Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) Commencing two years At any time following one hundred eighty (180) days after the date hereofof this Agreement, either Holder may request the holders of Registrable Securities who hold and propose to sell Registrable Securities with an aggregate value of at least $500,000 shall have the right to require the Company to register under the Securities Act all on Form S-3 or any portion of other comparable or successor form such shares by delivering written notice thereof to the Restricted Stock held by Company. All such requesting Holder for sale in the manner specified in such notice, it being understood that registrations shall be non-underwritten. For so long as the Company shall only may be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with effect a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under registration statement pursuant to this Section 4(a)7.01, the Company shall use its reasonable best efforts to register be and remain eligible to use Form S-3 or other appropriate comparable or successor form under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. . (b) The Company shall be obligated to register Restricted Stock Registrable Securities pursuant to this Section 4 7.01 on not more than one occasion during any twelve-month rolling period, or on more than two occasions only. Notwithstanding anything to in the contrary contained hereinaggregate; provided, the however, that such obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified Registrable Securities requested to be included in notices received as aforesaidsuch registration statement by the holders thereof, for sale in accordance with the method of disposition specified by the requesting Holdersholders, shall have become effective andor if the holders participating in the registration withdraw from the registration; provided, further, that if such method registration statement has become effective but the contemplated public offering is withdrawn prior to the completion thereof, or if holders participating in the registration withdraw, causing the requirements of disposition is a firm commitment underwritten public offerthis Section not to be met, all because of material adverse developments affecting the Company that were not known to the participating holders prior to such shares effectiveness, then such registration shall have been sold pursuant theretonot count as one of the registrations hereunder. (c) The Company shall be entitled to include in any registration statement referred to in this Section 47.01, for sale in accordance with the method of disposition specified by the requesting Holdersholders, shares of Class A Common Stock to be sold by the Company for its own accountaccount or for the account of other security holders of the Company, except as and but only to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, that such inclusion would will not adversely affect the marketing offering for the account of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration holders of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebyRegistrable Securities.

Required Registration. (a) Commencing two years after the date hereof, either Holder At any time you may request by notice to the Company to (the "Registration Notice") request that it register for sale under the Securities Act Act, in the manner specified in your Registration Notice, all or any portion of the Restricted Option Shares and any other shares of Common Stock held by that have been issued or are issuable to you and/or ▇▇▇▇▇ ▇▇▇▇▇▇▇ upon the exercise of stock options granted or to be granted pursuant to the Harpo Agreement, including any prior or subsequent amendment to that agreement (collectively, together with the Option Shares, the "Agreement Shares"), and that have been pur- chased, or will be purchased on or before the effective date of such requesting Holder for registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner specified in contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such noticeform), it being understood that the Company shall only be obligated then on such closing date pursuant to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)exercise. (b) Promptly following receipt of any notice under Section 4(a)your Registration Notice, the Company shall commence to prepare and, unless it elects to purchase all of the Agreement Shares specified in such Registration Notice through the procedures specified in Section 10(f) below, shall file a registration statement under the Securities Act for the sale of the Agreement Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(f) below) and shall use its best efforts to register under cause such registration statement to become effective and remain in effect for the Securities Act, Required Effective Period for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holdersby you, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180-day period following the effective date of such registration statement; and (B) unless the proposed method plan of -------- ------- disposition specified by the requesting Holders shall be an distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three-month period of the maximum number of shares of Restricted Stock permitted to be included in such an offering may be reduced pro rata between sold under the requesting Holders --- ---- based on the number limitations of shares Section 14 of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be soldthis Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering. If, subject to in the approval good faith opinion of the selling Holders Board of a majority Directors of the Restricted Stock included Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the offeringgood faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which approval shall not the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be unreasonably withhelddeemed to be the date on which the Registration Notice was given. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 10 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock Agreement Shares specified in notices received as aforesaid, for sale in accordance with the method of disposition specified your Registration Notice and not purchased by the requesting Holders, Company pursuant to Section 10(f) below shall have become effective and, (X) if such the method of disposition you specify is a firm commitment underwritten public offeroffering, all such shares Agreement Shares shall have been sold pursuant thereto. ; or (cY) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if it is not such method of disposition shall be an underwritten public offering, such inclusion would adversely affect has remained in effect for the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account Required Effective Period specified herein or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebyAgreement Shares covered thereby is completed, whichever is shorter.

Required Registration. (a) Commencing two years The Company shall use its reasonable best efforts to prepare and as promptly as possible after the date hereof, either Holder may request but in any event, not later than 90 days from the Company Closing Date (or, if such 90th day is not a Business Day, by the first Business Day thereafter) (the “Required Filing Date”) file a Registration Statement with the SEC (the “Required Registration Statement”) and cause the Required Registration Statement to register be declared effective under the Securities Act all or any portion of within 180 days after the Restricted Stock held Closing Date (or, if such 180th day is not a Business Day, by such requesting Holder for sale the first Business Day thereafter). The Company agrees to include in the manner specified in such notice, it being understood that Required Registration Statement all information which the Company Designated Holders shall only be obligated to register shares of Class A Common Stockreasonably request. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a), the The Company shall use its reasonable best efforts to register under keep the Required Registration Statement continuously effective for a period of two years after the Registration Statement first becomes effective, plus the number of days during which such Registration Statement was not effective or usable pursuant to Sections 2.5(b), 2.6(e) or 2.6(i), or such shorter period as will terminate when all of the Registrable Securities Act, for public sale covered by the Required Registration Statement have been disposed of in accordance with the method of disposition specified Required Registration Statement or have otherwise ceased to be Registrable Securities. In the event the Company shall give any notice pursuant to Sections 2.6(e) or (i), the additional time period mentioned in such notice from this Section 2.1 during which the requesting Holder or Holders, Required Registration Statement is to remain effective shall be extended by the number of shares days during the period from and including the date of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt giving of such notice from pursuant to Sections 2.6(e) or (i) to and including the requesting Holder; provided, however, that if the proposed method date when each seller of -------- ------- disposition specified a Registrable Security covered by the requesting Holders Registration Statement shall be an underwritten public offering, have received the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be copies of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified supplemented or amended prospectus contemplated by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoSections 2.6(e). (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. On any date after three (a3) Commencing two years after months following the date hereofRegistration Date, either Holder may if holders representing not less than 50% of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company Corporation to register effect the registration under the Securities Act all or any portion of Registrable Shares, the Corporation shall promptly use its best efforts to effect the registration under the Securities Act of the Restricted Stock held by such requesting Holder for sale in Registrable Shares which the manner specified in such noticeCorporation has been so requested to register; provided, it being understood however, that the Company Corporation shall only not be obligated to register shares of Class A Common Stock. Such notice effect any registration under the Securities Act except in accordance with the following provisions: (a) the Corporation shall not be obligated to use its best efforts to file and cause to become effective unless (i) more than one registration statement initiated pursuant to this Section 2 in any six-month period, (ii) more than two registration statements initiated pursuant to this Section 2 on Form S-1 promulgated under the requesting Holder provides Securities Act or any successor from thereto, (iii) any registration on Form S-3 (or any comparable or successor form) until the Corporation has qualified for use thereof, at which time there shall be no limit on the number of registrations on Form S-3 that the holder may request or (iv) any registration statements during any period in which any other Holder with a copy thereof registration statement (unless such notice is jointly given by both Holders)other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the 90 days. (b) Promptly following receipt the Corporation may delay the filing or effectiveness of any notice under registration statement for a period of up to 90 days after the date of a request for registration pursuant to this Section 4(a)2 if at the time of such request (i) the Corporation is engaged, or has fixed plans to engage within 90 days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Corporation reasonably determines that such registration and offering would interfere with any material transaction involving the Corporation, as approved by the Board of Directors, provided however, that the Corporation may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of 120 days after the date of a request for registration pursuant to this Section 2. (c) with respect to any registration pursuant to this Section 2, the Company Corporation shall use its best efforts give notice of such registration to register under any Investor who does not request registration hereunder and to the Securities Act, for public sale in accordance with holders of all Other Shares which are entitled to registration rights and the method of disposition specified Corporation may include in such notice from the requesting Holder registration any Primary Shares or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting HolderOther Shares; provided, however, that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be reduced pro rata between the requesting Holders --- ---- based on included in such registration, then the number of shares Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (i) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Restricted Stock so Registrable Shares requested to be registered if and to the extent that the managing underwriter shall be of the opinion that by each such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offeringholder); (ii) second, the Company may designate Primary Shares; and (iii) third, the managing underwriter of such offeringOther Shares which are entitled to registration rights. (d) At any time before the registration statement covering Registrable Shares become effective, subject to the approval of the selling Holders holders of a majority of such shares may request the Restricted Stock included in Corporation to withdraw or not to file the offeringregistration statement. In that event, which approval if such request of withdrawal shall not be unreasonably withheld. The Company have been caused by, or made in response to, the material adverse effect of an event on the business, properties, conditions, financial or otherwise, or operations of the Corporation, the holders shall have used their demand registration right under this Section 2 and the Corporation shall no longer be obligated to register Restricted Stock Registrable Shares pursuant to the exercise of such registration right pursuant to this Section 4 on two occasions only. Notwithstanding anything 2 unless the remaining holders shall pay to the contrary contained herein, Corporation the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified expenses incurred by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from Corporation through the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebysuch request.

Required Registration. (a) Commencing two years Upon the written request of all of the Shareholders delivered to the Company on or after the date hereofPayment Date for Year Four, either Holder may request the Company to register shall prepare and file as soon as reasonably practicable a registration statement under the Securities Act covering all or any portion of the Restricted Stock held by Registrable Securities and shall use its commercially reasonable efforts to cause such requesting Holder for sale in the manner specified in such notice, it being understood registration statement to become effective as expeditiously as possible; PROVIDED that the Company may delay filing any registration statement and withhold efforts to cause any such registration statement to become effective pursuant to this Section 2 for a period of up to a maximum of 180 days if (i) (A) in the opinion of counsel for the Company, the Company would thereby be required to disclose information relating to pending corporate developments or business transactions (including any financing) involving the Company not otherwise required by law to be publicly disclosed and (B) in the good faith judgment of the Board such disclosure at such time could have a material adverse effect on the Company or on any such corporate development or business transaction or (ii) in the good faith judgment of the Board such registration would have a material adverse effect on a registered public offering of securities by the Company then in process (which registered public offering will give rise to the incidental registration rights set forth in Section 3 hereof upon its consummation). Following the delay of the filing of a registration statement or withholding of efforts to cause any registration statement to become effective in accordance with the above, the Company shall only promptly proceed with such filing or resume efforts to cause a declaration of effectiveness at the earliest time such disclosure can be obligated made without material adverse effect or such other public offering is abandoned or completed (subject to register section 2(c) hereof), as the case may be, whether or not such 180-day period has expired. The Company shall include in such registration statement all shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)Registrable Securities. (b) Promptly following receipt The Company shall be obligated to prepare, file and use its commercially reasonable efforts to cause to become effective only one registration statement pursuant to this Section 2 and shall be obligated to maintain the effectiveness of any notice under such registration statement until the earlier of (i) the sale of all shares registered pursuant thereto or (ii) the date that is 120 days after the date on which the registration statement is initially declared effective. (c) Notwithstanding the requirements of Section 4(a2(a), the Company (i) shall use its best efforts not be required by this Section 2 to register under effect a registration of Registrable Securities unless Form S-3 or other equivalent form is then available for such registration and (ii) shall not be required to effect a registration of Registrable Securities pursuant to this Section 2 within the 180-day period immediately following the effective date of any underwritten offering of securities by the Company. (d) If Shareholders intend to distribute the Registrable Securities Actcovered by their request by means of an underwriting, for public sale in accordance they shall provide the Company with the method name of disposition specified the managing underwriter or underwriters (the "managing underwriter") that a majority in such notice from interest of the requesting Holder or HoldersShareholders propose to employ, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the which managing underwriter shall be reasonably acceptable to the Company, as a part of their request made pursuant to this Section 2, and the opinion that Shareholders shall include such inclusion would adversely affect information in the marketing of the Restricted Stock written notice referred to be soldin Section 2(a). If no such method of disposition shall be an underwritten public offeringnotice is provided, the Company may designate at its option require distribution of such securities by means of a firm commitment underwriting and may choose the managing underwriter, so long as such underwriter is a nationally recognized underwriting firm, which managing underwriter shall be reasonably acceptable to a majority in interest of the Shareholders. In either such event the right of any Holder to registration pursuant to this Section 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such offering, subject Holder's Registrable Securities in the underwriting to the approval extent requested (unless otherwise mutually agreed by the Holders of a Majority of the selling Registrable Securities and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into (together with the Company) an underwriting agreement with the underwriter or underwriters selected for such underwriting, in the manner set forth above, provided that such underwriting agreement is in customary form and is reasonably acceptable to the Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoRegistrable Securities. (ce) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with If the method managing underwriter has not limited the number of disposition specified by the requesting Holders, shares of Class A Common Stock Registrable Securities to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c)underwritten, the Company shall not effect any and, subject to the requirements of Section 7 hereof, other registration holders of its Class A Common Stock, whether the Company's securities may include securities for its (or their) own account or that in such registration if (i) the managing underwriter so agrees and (ii) the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited and (iii) such other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebysecurities are then registrable on Form S-3.

Required Registration. (a) Commencing two At any time after five years after from the date hereofof this Agreement, either Holder a Stockholder or Stockholders holding in the aggregate at least 51% of the Registrable Shares may request the Company Company, in writing, to register effect the registration under the Securities Act all or any portion of the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares Registrable Shares having an aggregate offering price of Class A Common Stockat least $5,000,000. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following Upon receipt of any notice under Section 4(a)such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 20 days from receipt of the Company's notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to register under effect the Securities Actregistration, for public sale on the requested form of Registration Statement, of all Registrable Shares which the Company has been requested to register. If such request is in accordance connection with the method of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to underwriters will be included in such an offering may be reduced pro rata between selected by the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offeringCompany, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offeringrequesting holders, which approval shall will not be unreasonably withheld. The Company shall not be obligated required to register Restricted Stock effect more than one registration pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (ca). In addition, the Company shall not be required to effect any registration within six months after the effective date of any other Registration Statement of the Company. (b) If at the time of any request to register Registrable Shares pursuant to paragraph (a), (i) the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering as to which the Stockholders may include Registrable Shares pursuant to paragraph (a), or (ii) is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its Class A Common Stock, whether option direct that such request be delayed for its own account a period not in excess of six months from the effective date of such offering or that of other holders, from the date of receipt commencement of such other material activity, as the case may be, such right to delay a notice from request to be exercised by the requesting Holders pursuant to this Section 4 until Company not more than once in any two year period. In an event described in clause (i), the completion of Company may, within the period stated therein, file a Registration Statement, which Registration Statement, at the Company's option, shall be deemed to be a Registration Statement filed under paragraph (b) of distribution of the registration contemplated therebySection 9.04 hereof.

Required Registration. (a) Commencing two years Within twenty (20) days after the date hereofFirst Tranche Closing, either Holder may request the Company to register under the Securities Act all or any portion of the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares file with the SEC a Registration Statement on Form S-1 or S-3, or any successor form covering the sale of Class A Common Stock. Such notice shall not be effective unless all of the requesting Holder provides Registrable Securities issuable under the other Holder with a copy thereof (unless such notice is jointly given by both Holders)First Tranche Closing. (b) Promptly following receipt of any notice under Section 4(a)Within two (2) Trading Days after a Second Tranche Closing, the Company shall use its best efforts to register under the Securities Act, for public sale in accordance file with the method SEC a Registration Statement on Form S-1 or S-3, or any successor form covering the sale of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be all of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of Registrable Securities issuable under a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoSecond Tranche Closing. (c) The Company shall fully comply with Section 4.18 of the Purchase Agreement. (b) Section 3(a) of the Registration Rights Agreement is hereby deleted in its entirety and replaced with the following: (a) prepare and file with the SEC within twenty (20) days after the First Tranche Closing and within two (2) Trading Days after a Second Tranche Closing, as applicable, a Registration Statement with respect to such Registrable Securities (each, a “Filing Date”) and cause any such Registration Statement to become effective within 60 days after the applicable Filing Date, subject to extension upon consent of the Collateral Agent (which consent shall not be entitled unreasonably withheld), and to include in any registration statement referred to in this Section 4, for remain effective until the sale or other disposition of all Registrable Securities covered by such Registration Statement has occurred during such period in accordance with the method intended methods of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by Investors set forth in such Registration Statement (the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as “Effectiveness Period”) (provided in this paragraph (c)that before filing a Registration Statement or any amendment or supplement thereto, the Company will at least three Trading Days prior to making any such filing it shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant furnish to this Section 4 until the completion each Investor copies of the period of distribution Registration Statement, as amended if applicable and any response letter to the Staff of the registration contemplated thereby.SEC proposed to be filed);

Required Registration. The Company agrees that it will file a registration statement with the Commission for the registration of those shares of Common Stock issuable (ai) Commencing two years upon the conversion of all of the outstanding shares of Preferred Stock and (ii) upon the exercise of the Warrants, and the Company will exercise its best efforts to cause such registration statement to become effective on or before ninety (90) days after the date hereof, either Holder may request on which the Company files its Form 10-K for the fiscal year ended October 31, 1996 with the Commission, but in no event later than May 14, 1997 (the "Target Effective Date"). (i) If the registration statement is not effective by the Target Effective Date, the Company shall pay to the Investors the aggregate sum of $4,000 per day until the earlier to occur of (i) the effective date of the registration statement or (ii) the sixtieth day following the Target Effective Date. Said payment shall be made to the Investors on a pro rata basis, in amounts proportionate to the Investors' then relative ownership of the Preferred Stock and the Registrable Stock. (ii) If at any time after April 1, 1997 (x) the Company shall not have an effective a registration statement that includes all of the Registrable Stock, and (y) the Investors shall have exercised their mandatory redemption rights under the Articles of Amendment of the Company, of even date herewith, and, within fifteen (15) days of said exercise the Company shall not have delivered the redemption price thereunder: the Investors, thereafter and until all Registrable Stock has been registered and sold, holding at least 51% of the aggregate amount of Registrable Stock (assuming conversion of all Preferred Stock and exercise of all Warrants) not yet registered and sold (the "Demanding Investors") may make one demand (the "Demand") that the Company register under the Securities Act all or any portion of the Restricted such Investors' Registrable Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a), the Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions onlyDemand. Notwithstanding anything to the contrary contained herein, no request may be made under this subsection 2(b) within 120 days after the obligation effective date of any registration statement filed by the Company covering an underwritten public offering in which the holders of Registrable Stock shall have been entitled to join pursuant to Section 3 hereof. (iii) Following receipt of any Demand under this Section 4 subsection 2(b), the Company shall be deemed satisfied only when (i) immediately notify all holders of Preferred Stock, Warrants or Registrable Stock from whom such request has been received, (ii) file a registration statement covering all shares with respect to such Registrable Stock within ninety (90) days of Restricted such Demand and (iii) use its best efforts to achieve the effectiveness of such registration statement. If the holders initiating such Demand intend to distribute the Registrable Stock specified included in notices received as aforesaid, for sale in accordance with the method Demand by means of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment an underwritten public offeroffering, all the underwriter will be selected by a majority in interest of such shares holders and shall have been sold pursuant theretobe reasonably acceptable to the Company. (civ) The Company shall be entitled to include in any registration statement referred to in this Section 4, 2 for sale in accordance with the method of disposition specified by the requesting Holderssale, shares of Class A Common Stock to be sold by the Company for its own account. (v) Notwithstanding the foregoing, except as if in their good faith judgment, the Investors or the managing underwriter of any registration statement referred to in this Section 2 determines and to advises in writing that the extent that, inclusion in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, of any issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Stock, Preferred Stock or Warrants ("Other Holders"), or Common Stock owned by the Company (such inclusion other shares hereinafter collectively referred to as the "Other Shares"), would adversely affect materially interfere with the successful marketing of the Restricted Stock Registrable Stock, then the number of shares to be soldincluded in such underwritten public offering shall be reduced in the following order: first, Other Shares owned by Other Holders; second, shares of Common Stock owned by the Company; and third, Registrable Stock pro rata in accordance with the number of shares requested to be registered by each holder thereof. Except as provided In the event that all of the Demanding Investors' Registrable Stock is not included in any registration statement referred to in this paragraph (c)Section 2, the Company said registration statement shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from be deemed to have satisfied the date of receipt of a notice from Demand and the requesting Holders pursuant Investors shall be entitled to this Section 4 until the completion of the period of distribution of the registration contemplated therebyan additional Demand.

Required Registration. (a) Commencing two years [Deleted] (b) At any time following one (1) year after the effective date hereof, either Holder may request of the first registration statement filed by the Company to register under the Securities Act covering an underwritten offering of its securities to the general public, the Holder or Holders holding, in the aggregate, at least fifty percent (50%) of the then outstanding Registrable Stock, may by notice in writing to the Company request that the Company file a Registration Statement with respect to all or any portion of shares of Registrable Stock the Restricted Stock held aggregate proceeds of which (after deduction for underwriter's discounts and expenses related to the issuance) are reasonably expected to exceed $5,000,000. Notwithstanding anything to the contrary contained herein, if the Company shall furnish to Holder a certificate signed by such requesting Holder the President of the Company stating that in good faith judgment of the Board it would be seriously detrimental to the Company or its shareholders for sale a registration statement to be filed in the manner specified near future due to pending Company events, or that it would require disclosure of material non-public information relating to the Company which, in the reasonable opinion of the Board, should not be disclosed, then the Company's obligation to use all reasonable efforts to register, qualify or comply under this Section 2 shall be deferred for a period not to exceed one hundred eighty (180) days from the date of receipt of written request from such noticeHolders; PROVIDED, it being understood HOWEVER, that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall may not be effective unless the requesting Holder provides the other Holder with a copy thereof utilize this right more than once in any twelve (unless such notice is jointly given by both Holders)12) month period. (bc) Promptly following Following receipt of any notice given under this Section 4(a)2 by Holders of Registrable Stock, the Company shall immediately notify all Holders from whom notice has not been received that such registration is to be effected and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holders, Act the number of shares of Restricted Registrable Stock specified in such notice (and in any notice all notices received by the Company from the other Holder holders within 15 twenty (20) days after its receipt the giving of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Company to such other Holders). The Holders shall be an underwritten public offering, of a majority of the number of shares of Restricted Registrable Stock to be included sold in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, offering (subject to the approval consent of the selling Holders of a majority of the Restricted Stock included in the offeringCompany, which approval shall consent will not be unreasonably withheld). The Company shall be obligated to register Restricted Registrable Stock pursuant to this Section 4 2(b) on two (2) occasions only. Notwithstanding anything to the contrary contained herein, the PROVIDED, HOWEVER, that such obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement Registration Statement covering all shares of Restricted Registrable Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified aforesaid and which have not been withdrawn by the requesting Holders, Holders thereof shall have become effective. A registration which does not become effective and, if after the Company has filed a Registration Statement with respect thereto solely by reason of the refusal of the requesting Holders to proceed shall be deemed to have been effected by the Company at the request of such method of disposition is a firm commitment underwritten public offer, all requesting Holders unless such shares requesting Holders shall have been sold pursuant theretoelected to pay all the Company's reasonable expenses in connection with such registration. (cd) The Holders requesting registration under this Section 2 must distribute the Registrable Stock covered by their request by means of a public offering underwritten by a reputable national or regional underwriter. The rights of any Holder to include its Registrable Stock in such registration under this Section 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Stock in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Stock through such underwriting shall (together with the Company as provided in Section 4(b)) enter into an underwriting agreement in customary form with the managing underwriter designated for such underwriting. (e) If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Stock requested for inclusion pursuant to this Section 2 would interfere with the successful marketing of a smaller number of shares to be offered, then the number of shares of Registrable Stock to be included in the offering shall be reduced to the required level. The Company shall be entitled to include in any registration statement Registration Statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, 2 shares of Class A Common Stock to be sold by the Company for its own account, and pursuant to the exercise of piggyback registration rights granted by the Company pursuant to the Other Registration Rights Agreements, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Registrable Stock of the Holders to be sold. Except as provided in this paragraph . (c)f) Notwithstanding anything to the contrary contained herein, the Company shall not effect be obligated to effect, or to take any other action to effect, any registration pursuant to Section 2(b) during the period starting with the date sixty (60) days prior to the Company's good faith estimate of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of filing of, and ending on a notice from date one hundred eighty (180) days after the requesting Holders pursuant effective date of, a Company-initiated registration; PROVIDED, that the Company is actively employing in good faith all reasonable efforts to this Section 4 until the completion of the period of distribution of the cause such registration contemplated therebystatement to become effective.

Required Registration. (a) Commencing two years after the date hereofOn or prior to each Filing Date, either Holder may request the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The number of Registrable Securities that the Company will include in the Initial Registration Statement shall cover the Initial Required Registration Amount, which is 125% of the sum of (i) the maximum number of shares of Common Stock issuable upon conversion of the Debentures at the initial conversion price thereof and (ii) the maximum number of shares of Common Stock issuable upon exercise of the Warrants, and all subject to adjustment as provided in Section 2(c). Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least a Majority in Interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) the date that all Registrable Securities covered by such Registration Statement no longer constitute Registrable Securities or (ii) the two year anniversary of the date of this Agreement (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise (i) directed in writing by a Holder as to its Registrable Securities, or (ii) directed by the Commission as to the limitations or restrictions that it would require, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; b. Second, the Company shall reduce or eliminate Registrable Securities contemplated by clause (c) of the definition of Registrable Securities (applied, in the case that only some such Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that only some such Registrable Securities may be registered, to the Holders on a pro rata basis based on the total number of such unregistered Registrable Securities held by such Holders); and d. Fourth, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, or determines to file an additional Registration Statement, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, as a result of any cutback of Registrable Securities of the Holders or any Registrable Securities not included in the Initial Registration Statement. In any additional Registration Statement filed because of a cutback in the number of Registrable Securities included in the Initial Registration Statement, all holders of shares of Common Stock included in such additional Registration Statement shall be subject to any additional cutbacks that may be required by the Commission on a pro rata basis. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date, or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) a Registration Statement registering for resale all of the Initial Required Registration Amount is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (iv) after the effective date of a Registration Statement, the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than thirty (30) consecutive calendar days or more than an aggregate of sixty (60) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such thirty (30) or sixty (60) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of (1) the product of (A) 1.0% multiplied by (B) the quotient of (I) the number of such Holder’s Registrable Securities that are not then covered by a Registration Statement that is then effective and available for use by such Holder divided by (II) the total number of such Holder’s Registrable Securities multiplied by (2) the aggregate purchase price paid for such Holder’s Registrable Securities pursuant to the Purchase Agreement; provided, however, that, in the event that none of such Holder’s Registrable Securities are then covered by a Registration Statement that is effective and available for use by such Holder, the quotient of (I) divided by (II) in this clause (1)(B)(X) herein shall be deemed to equal 1. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 6% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement with respect to any Registrable Securities related to the Debentures and the Warrants. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the Restricted Stock held cure of an Event. Furthermore, if an Event occurs (or is continuing) on a date more than six months after the Holder acquired the Registrable Securities (and thus the six month holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of the Holder’s Registrable Securities that cannot then be immediately resold in reliance on Rule 144.Further, amounts payable as liquidated damages to each Holder hereunder with respect to each share of Registrable Securities shall cease when the Purchaser no longer holds such shares of Registrable Securities. No Event shall be deemed to occur or continue if such Registration Event is caused by delays which are solely attributable to (i) the failure of a Holder to timely advise the Company of any information regarding such requesting Holder for sale inclusion in the manner specified in Registration Statement, but any such noticefailure shall apply only to that particular Holder, or (ii) the resolution of comments from the Commission pertaining to the Holders. For the purposes of clarity, it being understood is hereby agreed that no liquidated damages shall accrue or be due in the event that the Prospectus included in any Registration Statement contemplated by this Registration Rights Agreement is suspended or otherwise unavailable for up to the (i) 30 consecutive day period or (ii) 45 days in total during any twelve month period, as provided for above (such 30 consecutive and 45 total day periods may be referred to herein as an “Allowed Delay”). (e) No liquidated damages shall accrue as to any Registrable Securities that are subject to a cut- back pursuant to Section 2(c) (“Cut Back Shares”) until such date as the Company is able to effect the registration of such Cut Back Shares in accordance with any restrictions required by the Commission. From and after the date that such restrictions are terminated, all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to such Cut Back Shares; provided, however, that the Filing Date and Effectiveness Date for the Registration Statement including such Cut Back Shares shall be based on the termination date of such restrictions. (f) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, if at all, during the Effectiveness Period; provided that the Company shall only be obligated required to register shares maintain the effectiveness of Class A Common Stock. Such notice shall not be the Registration Statement then in effect until the earlier of (A) such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a), the Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, Commission or (B) the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be expiration of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoEffectiveness Period. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. The Company shall: (a) Commencing two years Subject to Section 5.2 below, use its best efforts, subject to receipt of all necessary information from the Purchasers, to prepare and file with the Commission a registration statement (the “Registration Statement”) by (the “Target Date”) the later of (i) 15 Business Days after the date hereofupon which the Commission declares effective its registration statement (File No 333-130443) on Form S-3, either Holder may request or (ii) 30 days after the Company to register under the Securities Act all or any portion consummation of the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood P▇▇▇▇ Acquisition; provided that the Company shall only be obligated to register shares of Class A Common Stock. Such notice Target Date shall not be effective unless later than August 4, 2006 in any event. The Registration Statement shall cover the requesting Holder provides resale of the other Holder with a copy thereof Common Shares and any Non-Excluded Conversion Shares (unless such notice is jointly given collectively, the “Registrable Securities”) by both Holders)the Purchasers from time to time through the over-the-counter market or in privately-negotiated transactions or otherwise. (b) Promptly Provide a draft of the Registration Statement to each Purchaser for review and comment no later than five (5) trading days prior to the thirtieth (30th) day following consummation of the P▇▇▇▇ Acquisition. Subject to the provisions of Section 5.2 below, and to receipt of any notice under Section 4(a)all necessary information from the Purchasers, the Company shall use its best reasonable efforts to register cause the Registration Statement to be declared effective as promptly as practicable after filing thereof, and in any event by December 31, 2006. (c) Cause the Registration Statement to be declared effective as of 4:00 p.m. eastern time on the date when declared effective, which shall be a date not later than the fifth (5th) business day after the Company receives notification from the Commission that it has no further comments with respect to the Registration Statement. (d) File a prospectus with the Commission by 9:00 a.m. on the first trading day after the date when the Registration Statement is declared effective, whether required or not under Rule 424. (e) Use reasonable efforts to keep the Registration Statement continuously effective under the Securities ActAct until the date which is the earlier of the date (i) when all Registrable Securities have been sold, or (ii) which is 30 months after the date upon which the Registration Statement is declared effective. (f) File any documents required of the Company for public sale customary “blue sky” clearance in accordance with the method of disposition Wisconsin and New York and any other states specified in such notice from writing by the requesting Holder or Holders, Purchasers and reasonably required by the number of shares of Restricted Stock specified Purchasers in such notice and in any notice received from order to resell the other Holder within 15 days after its receipt of such notice from the requesting HolderRegistrable Securities; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (g) File with the Commission in a timely manner the reports and other documents required to be filed by it under the Securities Act and the Exchange Act (or, if the proposed method Company is not required to file such reports, it will, upon the request of -------- ------- disposition specified any Purchaser, make publicly available other information so long as necessary to permit sales by the requesting Holders shall be an underwritten public offeringPurchasers under Rule 144), the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and all to the extent required to enable the Purchasers to sell the Registrable Securities from time to time without registration under the Securities Act within the limitations provided by Rule 144; provided, however, that nothing in this Agreement shall require the managing underwriter shall be Company to file reports under the Securities Act or the Exchange Act, to register any of its securities under the Exchange Act, or to make publicly available any information concerning the Company at any time when it is not required by law or by any other agreement by which it is bound to do any of the opinion that such inclusion would adversely affect foregoing. (h) Subject to Section 7.1, all expenses relating to the marketing registration and offering of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock Registrable Securities pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 5.1 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified borne by the requesting HoldersCompany, except that the Purchasers shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such bear underwriting and selling commissions attributable to their Registrable Securities being registered and any transfer taxes on shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be being sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebyPurchaser.

Required Registration. (a) Commencing two years At any time after one hundred eighty (180) days after the date hereofRegistration Date, either Holder may if the Initial Investors shall request that the Company to register Corporation effect the registration under the Securities Act all or any portion of not less than ten percent (10%) of the Restricted Stock held by aggregate number of Registrable Shares then outstanding, the Corporation shall promptly use commercially reasonable efforts to effect the registration under the Securities Act of such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)Registrable Shares. (b) Promptly following receipt of any notice under Notwithstanding anything contained in this Section 4(a)2 to the contrary, the Company Corporation shall use its best efforts not be obligated to register effect any registration under the Securities Act, for public sale Act except in accordance with the method following provisions: (i) The Corporation shall not be obligated to file and cause to become effective more than three (3) registration statements initiated pursuant to Section 2(a) above on Form S-l promulgated under the Securities Act (or any successor form thereto). (ii) The Corporation shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2 (A) during the period that is sixty (60) days before the Corporation’s good faith estimate of disposition specified the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Corporation- initiated registration, provided that the Corporation is actively employing in good faith commercially reasonable efforts to cause such notice from registration statement to become effective; or (B) if the requesting Holder or Holders, the number Holders propose to dispose of shares of Restricted Stock specified Registrable Shares that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 4. (iii) The Board reasonably determines that such registration and offering would (A) interfere with any material transaction involving the Corporation, (B) require premature disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential; or (C) render the Corporation unable to comply with requirements under the Securities Act or Exchange Act, then the Corporation shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request of the Holders is given; provided, however, that the Corporation shall only be entitled to invoke its rights under this Section 2(b)(iii) one time during any 12-month period. (iv) With respect to any registration pursuant to this Section 2, the Corporation shall give notice of such registration, in accordance with the provisions of Section 3 hereunder, to the Holders who do not request registration hereunder (and the FF Beneficial Investor, if the FF Investor is a Holder and does not request registration) and the Corporation may include in such notice and in registration any notice received from the other Holder within 15 days after its receipt of such notice from the requesting HolderPrimary Shares or Other Shares; provided, however, that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be reduced pro rata between the requesting Holders --- ---- based on included in such registration, then the number of shares Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares held by the Holders (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Restricted Stock so Registrable Shares requested to be registered if and by each such holder); (B) second, the Primary Shares; and (C) third, the Other Shares. (v) If the holders of the Registrable Shares requesting to be included in a registration pursuant to Section 2(a) so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The holders of Registrable Shares requesting such registration shall select one or more nationally recognized firms of investment bankers reasonably acceptable to the extent that Corporation to act as the lead managing underwriter shall be of or underwriters in connection with such offering. (vi) At any time before the opinion that registration statement covering such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offeringRegistrable Shares becomes effective, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders holders of a majority of such shares may request the Restricted Stock included Corporation to withdraw or not to file the registration statement. In that event, unless such request of withdrawal was caused by, or made in response to (A) a material adverse effect or a similar event related to the business, properties, condition, or operations of the Corporation not known (without imputing the knowledge of any other Person to such holders) by the holders initiating such request at the time their request was made, (B) due to pricing conditions which in the offeringgood faith judgment of the holders requesting the registration are adverse, which approval shall or (C) other material facts not be unreasonably withheld. The Company shall be obligated known to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to such holders at the contrary contained hereintime their request was made, the obligation of the Company under this Section 4 holders shall be deemed satisfied only when a to have used one of their registration rights under Section 2(a). In addition, in the event that the registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become such Registrable Shares is not declared effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. within one hundred twenty (c120) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, days from the date of receipt first filing with the Commission, the holders shall not be deemed to have used one of a notice from the requesting Holders their registration rights pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby2(a).

Required Registration. (a) Commencing two years after the date hereof, either Holder may request the Company to register under the Securities Act all or any portion of the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a), the The Company shall use its best efforts to register prepare and as promptly as possible after the date of issuance of any Shares pursuant to the terms of the Purchase Agreement, but in any event not later than ninety (90) days from the issuance of such Shares (the "Required Filing Date"), cause a Registration Statement to be declared effective under the Securities Act, for public sale Act (the "Required Registration Statement"). The Company agrees to include in accordance with the method of disposition specified in such notice from Required Registration Statement all information that the requesting Holder Purchaser shall reasonably request. If the Company fails to file the Required Registration Statement or Holdersif the Registration Statement is not effective within the periods set forth above, the number Company shall pay the Purchaser an amount per month equal to one and one-half percent (1.5%) of shares the premium for which such Shares were issued at the beginning of Restricted Stock specified each thirty (30) day period following the Registration Period in such notice and immediately available federal funds by wire transfer to an account Purchaser designates to the Company. Notwithstanding anything in any notice received from this Agreement to the other Holder within 15 days after its receipt of such notice from the requesting Holder; providedcontrary, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be Company issues Shares on more than one date of issuance to the Purchaser pursuant to the terms of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offeringPurchase Agreement, the Company may designate terms of this Agreement shall apply to each such issuance of Shares and the managing underwriter periods set forth above shall commence with respect to each such issuance of Shares from the date on which each such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheldissuance occurs. The Company shall be obligated use its best efforts to register Restricted Stock keep the Required Registration Statement continuously effective for a period of two (2) years after the Registration Statement first becomes effective, plus the number of days during which such Registration Statement was not effective or usable pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein2.3(e) or 2.3(i), the obligation or such shorter period as will terminate when all of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares Registrable Securities covered by the Required Registration Statement have been disposed of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by Required Registration Statement or have otherwise ceased to be Registrable Securities. In the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The event the Company shall be entitled give any notice pursuant to include in any registration statement referred to Sections 2.3(e) or 2.3(i), the additional time period mentioned in this Section 4, for sale in accordance with 2.1 during which the method of disposition specified Required Registration Statement is to remain effective shall be extended by the requesting Holders, shares number of Class A Common Stock to be sold by days during the Company for its own account, except as period from and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from including the date of receipt the giving of a such notice from the requesting Holders pursuant to this Section 4 until Sections 2.3(e) or 2.3(i) to and including the completion date the Purchaser covered by the Registration Statement shall have received the copies of the period of distribution of the registration supplemented or amended prospectus contemplated therebyby Sections 2.3(e).

Required Registration. (a) Commencing two years At any time after six months after the date hereofRegistration Date, either Holder may if holders of not less than 20% of the Series B Restricted Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company Corporation to register effect the registration under the Securities Act all or any portion of Registrable Shares, the Corporation shall promptly use its best efforts to effect the registration under the Securities Act of the Restricted Stock held by such requesting Holder for sale in Registrable Shares which the manner specified in such notice, it being understood that the Company shall only be obligated Corporation has been so requested to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)register. (b) Promptly following receipt of any notice under Anything contained in Section 4(a)2(a) to the contrary notwithstanding, the Company Corporation shall not be obligated to effect any registration under the Securities Act pursuant to Section 2(a) except in accordance with the following provisions: (i) The Corporation shall not be obligated to use its best efforts to register file and cause to become effective (A) more than two registration statements initiated pursuant to this Section 2 on Form S-1 promulgated under the Securities ActAct or any successor forms thereto, (B) any registration statement with respect to which the reasonably anticipated proceeds shall not exceed $5,000,000 or (C) any registration statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days. (ii) The Corporation may delay the filing or effectiveness of any registration statement for a period of up to 90 days after the date of a request for registration pursuant to this Section 2 if at the time of such request (A) the Corporation is engaged, or has fixed plans to engage within 90 days of the time of such request, in a firm commitment underwritten public sale offering of Primary Shares in accordance which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (B) the Corporation reasonably determines that such registration and offering would interfere with any material transaction involving the method Corporation, as approved by the Board of disposition specified Directors. (iii) With respect to any registration pursuant to this Section 2, the Corporation shall give notice of such registration to any Investor who does not request registration hereunder and to the holders of all Other Shares which are entitled to piggy back registration rights and the Corporation may include in such notice from the requesting Holder registration any other Registrable Shares, Primary Shares or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting HolderOther Shares; provided, however, that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be reduced pro rata between the requesting Holders --- ---- based on included in such registration, then the number of shares Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Restricted Stock so Registrable Shares requested to be registered if and to the extent that the managing underwriter shall be of the opinion that by each such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offeringholder); (B) second, the Company may designate Primary Shares; and (C) third, the managing underwriter of such offeringOther Shares which are entitled to piggy back registration rights. (c) At any time before the registration statement covering Registrable Shares becomes effective, subject to the approval of the selling Holders holders of a majority of the Series B Restricted Stock Shares requested to be included in such registration may request the offeringCorporation to withdraw or not to file the registration statement. In that event, which approval if such request of withdrawal shall not be unreasonably withheld. The Company have been caused by, or made in response to, the material adverse effect of an event on the business, properties, condition, financial or otherwise, or operations of the Corporation, the holders shall have used one of their demand registration rights under this Section 2 and the Corporation shall no longer be obligated to register Restricted Stock Registrable Shares pursuant to the exercise of such one registration right pursuant to this Section 4 on two occasions only. Notwithstanding anything 2 unless the remaining holders shall pay to the contrary contained herein, Corporation the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified expenses incurred by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from Corporation through the date of receipt such request. A registration will not count as a demand registration for purposes of a notice from Section 2 hereof unless the Investors requesting Holders pursuant registration are able to this Section 4 until the completion register at least 85% of the period of distribution of the registration contemplated therebyRegistrable Shares requested to be included in such registration.

Required Registration. (a) Commencing two years The Buyer will use its reasonable best efforts to cause to be declared effective one registration statement on Form S-3 or any successor thereto (or in the event the Buyer is not eligible to use Form S-3 or such successor form, Form S-1 or any other form then available for such purpose) following the date which is twelve months after the date hereof. Forty- five days prior to such date, either Holder may request the Company Buyer shall send a Notice of Registration Statement and Selling Securityholder Questionnaire to register under each individual or entity which holds Restricted Stock which, as a result of such twelve month date referenced above, will no longer be subject to the Securities Act all or any portion "Lock-Up" described in the Investment Representation and Lock-Up Agreement executed on the date hereof. To be included on such registration statement, a holder must return a completed Notice of Registration Statement and Selling Securityholder Questionnaire within fifteen days of the date of the Notice of Registration Statement and Selling Securityholder Questionnaire. If after expiration of such fifteen day period, the holders of Restricted Stock held by such requesting Holder for sale have not indicated a desire to have eligible shares with an aggregate price to the public of at least $600,000 included in the manner specified in such noticeregistration statement, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice Buyer shall not be effective unless required to file a registration statement at such time. If holders of Restricted Stock have indicated a desire to have eligible shares with an aggregate price to the requesting Holder provides public of at least $600,000 included in the other Holder with registration statement, the Buyer shall as promptly as practicable file a copy thereof (unless registration statement covering such notice is jointly given by both Holders)shares and shall use its reasonable best efforts to have such registration statement declared effective. (b) Promptly following receipt If holders of any notice under Section 4(a), a majority of the Company shall use its best efforts Restricted Stock to register under be registered request that the Securities Act, for public sale in accordance with the intended method of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number holders of a majority of the shares of Restricted Stock to be included sold in such an offering may shall designate the managing underwriter of such offering, subject to the approval of the Buyer, which approval shall not be reduced pro rata between the requesting Holders --- ---- based on the number of unreasonably withheld. (c) The Buyer shall be entitled to include in any registration statement referred to in this Section 2 shares of Restricted Common Stock so requested to be registered if sold by the Buyer for its own account, except as and to the extent that such method of disposition is an underwritten public offering and in the opinion of the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If . (d) The Buyer's obligation to file a registration statement or cause such method of disposition registration statement to become effective shall be an underwritten suspended for up to 30 days if there exists at the time material non-public offering, the Company may designate the managing underwriter of such offering, subject information relating to the approval Buyer which the Buyer determines in good faith would interfere with or affect the negotiation or completion of a contemplated transaction (whether or not a final decision has been made to undertake such transaction) or involve initial or continuing disclosure obligations that are not in the best interest of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. Buyer. (e) The Company Buyer shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when keep a registration statement covering filed pursuant to Section 2(a) effective until the earliest of (i) the sale of all of the shares of Restricted Stock specified in notices received as aforesaidincluded thereunder, for sale in accordance with (ii) the method of disposition specified agreement by the requesting Holders, shall have become effective and, if such method holders of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. to terminate the registration, (ciii) The Company shall be entitled each holder of such shares becoming eligible, under Rule 144 under the Securities Act, to include make unregistered sales in any a three-month period of all its shares included on such registration statement referred to in this Section 4, for sale in accordance with or (iv) the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion registration rights of the managing underwriter, if holders of such method of disposition shall be an underwritten public offering, shares have terminated hereunder. At such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c)time, the Company shall not effect any other Buyer may file a post-effective amendment to such registration of its Class A Common Stock, whether for its own account or that of other holders, statement removing from registration the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the shares included in such registration contemplated therebystatement.

Required Registration. (a) Commencing two years after the date hereof, either Holder may request If the Company shall be requested by Investors who or which hold Restricted Shares (based upon Common Stock equivalents) constituting at least 25% of the then-outstanding Common Stock and Common Stock equivalents held by all Investors, to register effect the registration under the Securities Act all or any portion of the Restricted Stock held by such requesting Holder for sale Registrable Shares in the manner specified in such noticeaccordance with this Section, it being understood that then the Company shall only promptly give written notice of such proposed registration to all holders of Restricted Shares and shall offer to include in such proposed registration any Registrable Shares requested to be obligated included in such proposed registration by such holders who respond in writing to register shares the Company's notice within 30 days after delivery of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders(which response shall specify the number of Registrable Shares proposed to be included in such registration). (b) Promptly following receipt of any notice under Section 4(a), the . The Company shall promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register; provided, however, that the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (a) The Company shall not be obligated to use its best efforts to file and cause to become effective (i) more than three registration statements initiated pursuant to this Section or (ii) any registration statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days; (b) The Company may delay the filing or effectiveness of any registration statement if at the time of a request for registration pursuant to this Section the Company is registering, or has fixed plans to register within 60 days of the time of such request, Primary Shares under the Securities Act, for public sale in which event such registration shall not count as a registration initiated pursuant to this Section and the holders of Restricted Shares may include Registrable Shares pursuant to and in accordance with Section 3; and (c) With respect to any registration pursuant to this Section, the method of disposition specified Company may include in such notice from the requesting Holder registration any Primary Shares or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting HolderOther Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between registration would interfere with the requesting Holders --- ---- based on successful marketing (including pricing) of all such securities, then the number of shares Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order: (i) first, the Registrable Shares held by the Stockholders, pro rata based upon the number of Restricted Stock so Registrable Shares requested to be registered if and to the extent that the managing underwriter shall be of the opinion that included by each Stockholder in such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offeringregistration; (ii) second, the Company may designate Primary Shares; and (iii) third, the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval Other Shares. (d) A requested registration shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock count as a registration initiated pursuant to this Section 4 on two occasions onlyfor purposes of paragraph (a) above unless the Investors are able to register and sell at least 80% of the Registrable Shares requested to be included therein. Notwithstanding anything A requested registration may be rescinded by written notice to the contrary contained hereinCompany by the Investors initiating such request; provided, the obligation of the Company under this Section 4 however, that such rescinded registration shall be deemed satisfied only when not count as a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders initiated pursuant to this Section 4 until for purposes of paragraph (a) above if the completion of Investors initiating such request shall have reimbursed the period of distribution of Company for all out-of-pocket expenses incurred by the registration contemplated therebyCompany in connection with such rescinded registration.

Required Registration. On any date more than two (a2) Commencing two years after the date hereofClosing Date (as defined in the Share Exchange Agreement), either Holder may request if the Company shall be requested in writing by the Requisite Holders to register effect the registration under the Securities Act all or any portion of Registrable Shares either (i) constituting at least 25% of the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares Registrable Shares or (ii) having a proposed offering price of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a)at least $1,000,000, the Company shall promptly use its best efforts to register effect the registration under the Securities ActAct of all Registrable Shares requested by the Requisite Holders to be so registered; provided, for public sale however, that the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the method following provisions: (a) the Company shall not be obligated to use its best efforts to file and cause to become effective (i) more than two registration statements initiated pursuant to this Section 2 pursuant to which the Registrable Shares included therein could have been effectively sold thereunder; provided, however, that any registration proceeding begun pursuant to this Section 2 which is subsequently withdrawn for any reason at the direction of disposition specified the Company shall not count towards such two registration statements which the holders of Registrable Shares have the right to cause the Company to effect pursuant to this Section 2; or (ii) any registration statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days; (b) the Company may delay the filing or effectiveness of any registration statement for a period of up to 90 days after the date of a request for registration pursuant to this Section 2 if (a) at the time of such request the Company is engaged, or has fixed plans to engage within 90 days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Restricted Shares may request the inclusion of Registrable Shares pursuant to Section 3 or (b) the Company shall furnish to the holders of Registrable Shares requesting such registration 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 and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement (provided that the Company may not utilize the right set forth in this clause (b) more than once in any twelve (12) month period); and (c) with respect to any registration pursuant to this Section 2, the Company may include in such notice from the requesting Holder registration, any Primary Shares or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting HolderOther Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be reduced pro rata between the requesting Holders --- ---- based on included in such registration then the number of shares of Restricted Stock so Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order: (i) first, the Registrable Shares requested to be registered included in such registration (or, if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offeringnecessary, the Company may designate Registrable Shares pro rata, based upon the managing underwriter number of such offering, subject to Restricted Shares (based upon Common Stock equivalents) owned by each holder thereof at the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained hereinRegistration Date); (ii) second, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective Primary Shares; and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (ciii) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c)third, the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebyOther Shares.

Required Registration. If at any time up to five (a5) Commencing two years after the date hereof, either Holder may request --------------------- Effective Date the Company to register shall receive a written request therefor from any record holder or holders of an aggregate of at least a majority of the shares of Purchased Stock (as hereinafter defined) not theretofore registered under the Securities Act all or any portion of 1933 (the Restricted Stock held by such requesting Holder for sale "Securities Act") and sold (but in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(ano event less than ____ shares), the Company shall prepare and file a registration statement under the Securities Act covering the shares of Purchased Stock which are the subject of such request and shall use its best efforts to register cause such registration statement to become effective. In addition, upon the receipt of such request, the Company shall promptly give written notice to all other record holders of shares of Purchased Stock not theretofore registered under the Securities Act, for public sale in accordance with the method of disposition specified Act and sold that such registration is to be effected. The Company shall include in such notice from the requesting Holder or Holders, the number of registration statement such shares of Restricted Purchased Stock specified in for which it has received written requests to register by such notice and in any notice received from the other Holder record holders within 15 30 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be delivery of the opinion that Company's written notice to such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheldother record holders. The Company shall be obligated to prepare, file and cause to become effective only one registration statement pursuant to this Section 1 and to pay all costs and expenses associated with such registration statement. In the event that the holders of a majority of the Purchased Stock for which registration has been requested pursuant to the foregoing determine for any reason not to proceed with a registration at any time before a registration statement has been declared effective by the Securities and Exchange Commission (the "Commission"), and such registration statement, if theretofore filed with the Commission, is withdrawn with respect to the Purchased Stock covered thereby, and the holders of such Purchased Stock agree to bear their own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to the registration of such Purchased Stock, then the holders of such Purchased Stock shall not be deemed to have exercised their right to require the Company to register Restricted Purchased Stock pursuant to this Section 4 on two occasions only1. Notwithstanding anything the foregoing, at any time up to five (5) years after the contrary contained hereinEffective Date the record holder or holders of an aggregate of at least a majority of the shares of Purchased Stock not theretofore registered under the Securities Act and sold may require, pursuant to this Section 1, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaidto prepare, for sale in accordance with the method of disposition specified by the requesting Holders, shall have file and cause to become effective and, if any number of registration statements but such method of disposition is a firm commitment underwritten public offer, all such shares holder or holders shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by bear their own costs and expenses and reimburse the Company for its own accountcosts and expenses associated with such registration statements and the Company shall not be required to comply with more than two such requests per year. If, except as at the time any written request for registration is received by the Company pursuant to this Section 1, the Company has finally determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders, such written request shall be deemed to have been given pursuant to Section 2 hereof rather than this Section 1, and the extent thatrights of the holders of Purchased Stock covered by such written request shall be governed by Section 2 hereof. Without the written consent of the holders of a majority of the Purchased Stock for which registration has been requested pursuant to this Section 1, neither the Company nor any other holder of securities of the Company may include securities in such registration if in the opinion good faith judgment of the managing underwriter, if any, of such method public offering the inclusion of disposition shall be an underwritten public offering, such inclusion securities would adversely affect EXHIBIT A to Warrant interfere with the successful marketing of the Restricted Purchased Stock or require the exclusion of any portion of the Purchased Stock to be soldregistered. Except as provided in The rights granted by this paragraph (c)Section 1 may be transferred to, the Company shall not effect and are exercisable by subsequent transferee of any other registration shares of its Class A Common Purchased Stock, whether for its own account or except with respect to shares of Purchased Stock that of other holders, from have been registered under the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebySecurities Act and sold.

Required Registration. (a) Commencing two years after At any time the date hereof, either Holder holders of Restricted Stock constituting at least a majority of the total Restricted Stock outstanding at such time may request the Company to register under the Securities Act all or any portion of the Restricted Stock held by such requesting Holder holder or holders for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under this Section 4(a)4, the Company shall immediately notify any holders of Restricted Stock from whom notice has not been received and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holdersholders, the number of shares of Restricted Stock specified in such notice (and in any notice notices received from the other Holder holders within 15 20 days after its their receipt of such notice from the requesting HolderCompany); provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between among the requesting Holders --- ---- holders based on the number of shares of Restricted Stock so requested to be registered registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holdersholder, shall have become effective and, if such method of disposition is a firm commitment underwritten public offeroffering, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holdersholders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall will not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) Commencing two years after The Holder or Holders of at least fifty percent of all Registrable Stock may by notice in writing to the date hereof, either Holder may Company request the Company to register under the Securities Act all or any portion of the Restricted shares of Registrable Stock held by or issuable to such requesting Holder or Holders for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder connection with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a), the Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder nonunderwritten open market or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions onlyprivately negotiated transactions. Notwithstanding anything to the contrary contained herein, the obligation Company shall not be required to seek to cause a Registration Statement to become effective pursuant to this Section 2: (A) within 120 days after the effective date of a Registration Statement filed by the Company, provided that the Company shall use its best efforts to achieve effectiveness of a registration requested hereunder promptly following such 120-day period if such request is made during such 120-day period; (B) if the Company shall furnish to holders a certificate signed by the chief executive officer of the Company under this Section 4 shall stating that in the good faith judgment of the Company it would be deemed satisfied only when seriously detrimental to the Company or its shareholders for a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by filed in the near future due to pending Company events, or that it would require disclosure of material non-public information relating to the Company for its own account, except as and to the extent thatwhich, in the reasonable opinion of the managing underwriterCompany, if such method of disposition should not be disclosed, then the Company's obligation to comply with this Section 2 shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock deferred for a period not to be sold. Except as provided in this paragraph exceed ninety (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, 90) days from the date of receipt of a written request from such Holders. (b) Following receipt of any notice given under this Section 2 by Holders of Registrable Stock, the Company shall promptly notify all Holders from whom notice has not been received that such registration is to be effected and shall use its reasonable best efforts to register under the requesting Securities Act the number of shares of Registrable Stock specified in such notice (and in all notices received by the Company from other Holders within twenty (20) days after the giving of such notice by the Company to such other Holders). The Company shall be obligated to register Registrable Stock pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby2 on one occasion only.

Required Registration. Upon the receipt by the Company from the Investor of a written request (athe "Request") Commencing two years for the registration of Common Shares (as defined in Section 16(h) below) owned by such Investor at any time and from time to time after the 180th day after the date hereof, either Holder may request on which the Company completes an initial public offering of its capital stock pursuant to register an effective registration statement filed with the Securities and Exchange Commission ("SEC") under the Securities Act all or any portion of 1933, as amended (the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a"1933 Act"), the Company shall use its best efforts to register prepare and file a registration statement under the Securities Act1933 Act covering the Common Shares which are the subject of the Request. The Investor shall be entitled to three registrations under this Section 1. In the event that the Investor determines for any reason (other than at the request or recommendation of the Company or the managing underwriters) not to proceed with a registration of Common Shares requested pursuant to this Section 1 at any time before the registration statement has been declared effective by the SEC, for public sale in accordance and such registration statement, if theretofore filed with the method of disposition specified in such notice from the requesting Holder or HoldersSEC, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and is withdrawn with respect to the extent that Common Shares covered thereby, and the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock Investor agrees to be sold. If such method of disposition shall be an underwritten public offering, reimburse the Company may designate for all fees, costs and expenses incurred by it in connection therewith, then the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval Investor shall not be unreasonably withhelddeemed to have exercised one of its rights to require the Company to register Common Shares pursuant to this Section 1. If the Investor determines not to proceed with such a registration upon the request or recommendation of the Company or the managing underwriters, the Investor shall not be required to reimburse the Company for its fees, costs and expenses, and the Investor shall not be deemed to have exercised one of its rights to require the Company to register Common Shares pursuant to this Section 1. The Company shall be obligated to register Restricted Stock not, without the prior written consent of the Investor, effect any registration of its securities (other than on Form S-4 or Form S-8, or a successor form thereto) from the date the Company receives a Request pursuant to this Section 4 1 until the earlier of (a) 90 days after the date on two occasions only. Notwithstanding anything to which all securities covered by such Request have been sold or (b) 180 days after the contrary contained herein, the obligation effective date of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretosecurities. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) Commencing two years The Company shall use its reasonable best efforts to file with the SEC, prior to the date that is 180 days after the date hereof, either Holder may request a registration statement (a “Registration Statement”) covering the Company registration of the resale at any time or from time to register time of all Shares pursuant to Rule 415 under the Securities Act all and or any portion similar rule that may be adopted by the SEC (the “Required Registration”). To the extent the staff of the Restricted Stock held by such requesting Holder for sale in SEC does not permit all of the manner specified in such notice, it being understood that the Company shall only Shares to be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with registered on a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a)single Registration Statement, the Company shall use its best efforts file additional Registration Statement(s) successively trying to register on each such additional Registration Statement the maximum number of remaining Shares until the earlier of (a) all of the Shares have been registered with the SEC, and (b) the date on which all of the remaining Shares may be sold without restriction or limitations pursuant to Rule 144 and without requirement to be in compliance with Rule 144(c)(1) (or any successor thereto). The Registration Statement shall be on Form S-3, unless the Company is not then eligible to file a Registration Statement on Form S-3 under the Securities Act, for public sale in accordance with which case (i) the method Registration Statement shall be on Form S-11 or other appropriate form under the Securities Act which the Company is then eligible to file and (ii) the Company shall undertake to register the Shares on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of disposition specified the Registration Statement then in effect until such notice from time as a Registration Statement on Form S-3 covering the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified Shares has been declared effective by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions onlySEC. Notwithstanding anything to the contrary contained hereinincluded in this Agreement, the obligation of Company shall not be required to file the Registration Statement pursuant to this Agreement if, at the time the Company is required to file the Registration Statement, all Shares may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) under this the Securities Act. (b) The Company agrees (subject to Section 4 shall 6.2 hereof) to cause the Registration Statement to be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified declared effective by the requesting Holders, shall have become SEC as soon as practicable after the filing thereof. The Company agrees to use commercially reasonable efforts to keep the Registration Statement continuously effective and, if such method (including the preparation and filing of disposition is any amendments and supplements necessary for that purpose) under the Securities Act for a firm commitment underwritten public offer, period that will terminate upon the earlier of (i) the date on which all such shares shall Shares covered by the Registration Statement have been sold and (ii) the date on which all of the Shares covered by the Registration Statement may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) under the Securities Act. (c) Upon request from the Company, and as a condition of the Company’s obligation to include any of the Investor’s Shares under the Registration Statement, the Investor shall provide to the Company all information about the Investor that counsel to the Company reasonably concludes is required to be included in the Registration Statement pursuant to applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act and any applicable “blue sky” laws, rules or regulations. Upon the request of the Company, the Investor shall promptly provide updates of all Investor information included in the Registration Statement, as applicable. (d) The Company covenants that it will use its best efforts to timely file the reports required to be filed by the Company under the Securities Act and the Exchange Act so as to enable the Investor to sell the Registrable Shares pursuant to Rule 144 under the Securities Act. (e) The Company shall be entitled to include in notify the Investor of the effectiveness of any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and Registration Statement applicable to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebyShares.

Required Registration. (a) Commencing two years after After 30 days from closing, the date hereof, either Holder may request Purchaser can demand that the Company to register file a registration statement covering the Shares. Within 14 business days after demand the Company shall prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 under the Securities Act or other appropriate Form in the event Form S-3 is not available, covering the Shares and shall use commercially reasonable efforts to cause such registration statement to become effective as expeditiously as possible and to remain effective until the earliest to occur of (i) the date the Shares covered thereby have been sold, (ii) the date by which all Shares covered thereby may be sold under Rule 144 without restriction as to volume and each Purchaser owns less than 1% of outstanding shares, or any portion (iii) the date which is the 36-month anniversary of the Restricted Stock held by such requesting Holder closing date for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)Shares. (b) Promptly following receipt Following the effectiveness of a registration statement filed pursuant to this section, the Company may, at any notice under Section 4(atime, suspend the effectiveness of such registration for up to thirty (30) days, as appropriate (a "Suspension Period"), by giving notice to the Purchaser, if the board of directors shall have reasonably determined in good faith that the Company is required to disclose any material corporate development which disclosure may have a Material Adverse Effect on the Company. Notwithstanding the foregoing, no more than one Suspension Period may occur during any twelve-month period, unless approved by the Purchaser. The Company shall use its best efforts to register under limit the Securities Actduration and number of any Suspension Periods. The Purchaser of Shares agrees that, for public sale in accordance with the method upon receipt of disposition specified in such any notice from the requesting Holder or HoldersCompany of a Suspension Period, the number Purchaser shall forthwith discontinue disposition of shares of Restricted Stock specified Shares covered by such registration statement or prospectus until the Purchaser (i) is advised in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified writing by the requesting Holders shall Company that the use of the applicable prospectus may be an underwritten public offeringresumed, the number (ii) has received copies of shares a supplemental or amended prospectus, if applicable, and (iii) has received copies of Restricted Stock any additional or supplemental filings which are incorporated or deemed to be included in incorporated by reference into such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoprospectus. (c) The Company shall be entitled to include in any If the registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock required to be sold filed pursuant to Section 4.1(a) has not been filed by the Company for its own accountwith the Commission by the 14th business day following the demand date or has not been declared effective by the Commission within 50 calendar days after the filing date (either event, except as a "Registration Default"), then following such Registration Default and to until such Registration Default is cured by the extent that, in Company filing such registration statement with the opinion of Commission and such registration statement being declared effective by the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph Commission (ca "Registration Cure"), the Company shall not effect any other registration pay to the Purchaser an amount (the "Default Payment") equal to the product of its Class A Common Stock(x) one thirtieth of one percent of the purchase price of the shares acquired by such Purchaser on the Closing Date, whether for its own account or that multiplied by (y) the number of other holders, from days which elapse between the date of receipt the Registration Default and the date of a notice from the requesting Holders pursuant Registration Cure (the "Registration Default Period"). The Default Payment may be paid in either cash or additional shares of the Company's common stock, such form of payment to this Section 4 until be determined at the completion election of the Company each 30 days during the Registration Default Period up to the 90th day following the date of the demand and thereafter to be determined at the election of the Purchaser each 30 days during the Registration Default Period, with the number of additional Shares calculated based upon the closing price of the Company's common stock on the Nasdaq Small Cap Market on the trading day immediately prior to the end of the period of distribution with respect to which such Default Payment relates. The Company and the Purchaser agree that the damages resulting from a Registration Default would be difficult or impossible to determine and that the Default Payment represents a reasonable approximation of the registration contemplated therebyanticipated damages. Accordingly, the Purchaser agrees that the receipt of the Default Payment shall be Purchaser's sole and exclusive remedy under this Agreement or otherwise for a Registration Default, and in no event shall the Company be liable for any lost profits, consequential, special, punitive or similar damages, no matter how identified, resulting from a Registration Default. Notwithstanding the foregoing, Purchaser shall be entitled to exercise the right to seek specific performance and other equitable remedies with respect to the Company's obligations under the Agreement.

Required Registration. (a) Commencing two years after the date hereof, either Holder Central may request the Company by written notice to register for sale under the Securities Act all or any portion shares of the Restricted Common Stock held by Central at the time of such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)request. (b) Promptly following Following receipt of any notice under Section 4(a2(a), the Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holdersnotice, the number of shares of Restricted Common Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be soldnotice. If such method of disposition shall be an underwritten public offering, the Company Central may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, Company (which approval shall not be unreasonably withheldwithheld or delayed). The Company shall be obligated to register Restricted Common Stock pursuant to this Section 4 2 on two five occasions only. Notwithstanding anything to the contrary contained herein, the provided, however, that each such obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Common Stock specified in notices the notice received as aforesaid, for sale in accordance with the method of disposition specified by the requesting HoldersCentral, shall have become effective and, if such method of disposition is a firm commitment underwritten public offeroffering, only when all such shares shall have been sold pursuant thereto. (c) The Without the written consent of Central, the Company or holders of Common Stock who have registration rights under the Existing Rights Agreements ("Registration Right Holders") shall be entitled to include in any registration statement referred to in this Section 42, for sale in accordance with the method of disposition specified by the requesting HoldersCentral, shares of Class A Common Stock to be sold by the Company or such holders for its or their own accountaccounts, except as and to the extent that, that (i) in the opinion of the managing underwriter, underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Common Stock to be soldsold by Central or (ii) with respect to any such holder, such holder may sell such shares of Common Stock without registration pursuant to Section 4(1) of the Securities Act. Except as provided in this paragraph (c)for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company shall will not effect file any other registration of statement with respect to its Class A Common Stock, whether for its own account or that of other holdersstockholders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 2(a) until 90 days after the completion of the period of distribution of the registration contemplated therebyshares Central has requested be registered without Central's written consent (which shall not be unreasonably withheld).

Required Registration. (a) Commencing two years after As soon as reasonable practicable following the date hereof, either Holder may request the Company to register under the Securities Act all or any portion final closing of the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a)Offering, the Company shall use its best commercially reasonable efforts to register under the Securities Act, for public sale in accordance prepare and file with the method Commission a Registration Statement covering the resale of disposition specified all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such notice from other form available to register for resale the requesting Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), or in the event the Staff seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by or on behalf of the Company such that Rule 415 is not available to the Company to register the resale of such Registrable Securities and as a result the Staff or the SEC does not permit such Registration Statement to become effective and used for resales in a manner that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” unless otherwise directed in writing by a Holder or Holdersas to its Registrable Securities, the number of shares Registrable Securities to be registered on such Registration Statement will be reduced by on a pro rata basis based on the total number of Restricted Stock specified unregistered Shares held by such Holders (such reduced Registrable Securities, the “415 Cutback Shares”). In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement, including the 415 Cutback Shares (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent. (b) The Company shall use its commercially reasonable efforts to cause each Registration Statement or any post-effective amendment thereto to be declared effective by the Commission as soon as practicable (including, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five Business Days after the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed,” or not be subject to further review and the effectiveness of such Registration Statement may be accelerated), shall use its commercially reasonable efforts to keep each Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders or (ii) the date that is three years following the Closing Date (the “Effectiveness Period”). The Company shall promptly notify the Holders via facsimile or electronic mail of the effectiveness of a Registration Statement or any post-effective amendment thereto on or before the first Trading Day after the date that the Company telephonically confirms effectiveness with the Commission. (c) Each Holder agrees to furnish to the Company a completed Selling Shareholder Questionnaire in the form attached to this Agreement as Annex B or in a form mutually agreeable between the Parties. At least 10 Trading Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Company will notify each Holder of the information the Company requires from that Holder other than the information contained in the Selling Shareholder Questionnaire, if any, which shall be completed and delivered to the Company promptly upon request and, in any event, within three Trading Days prior to the applicable anticipated filing date. Each Holder further agrees that it shall not be entitled to be named as a Selling Shareholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has returned to the Company a completed and signed Selling Shareholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a Holder of Registrable Securities returns a Selling Shareholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts at the expense of the Holder who failed to return the Selling Shareholder Questionnaire or to respond for further information to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such notice late Selling Shareholder Questionnaire or request for further information. Each Holder acknowledges and agrees that the information in any notice received from the other Holder within 15 days after its receipt Selling Shareholder Questionnaire or request for further information as described in this Section 2(c) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. (d) Notwithstanding anything to the contrary herein, at any time after any Registration Statement has been declared effective by the Commission, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time is not, in the good faith judgment of the Company, in the best interests of the Company (a “Grace Period”); provided, however, the Company shall promptly (i) notify the Holders in writing (including via facsimile or other electronic transmission) of the existence of material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to the Holders) or the need to file a supplement or post-effective amendment, as applicable, and the date on which such Grace Period will begin, and (ii) notify the Holders in writing (including via facsimile or other electronic transmission) of the date on which the Grace Period ends; provided, further, that no single Grace Period shall exceed 30 consecutive days, and during any 365 day period, the aggregate of all Grace Periods shall not exceed an aggregate of 60 days (each Grace Period complying with this provision being an “Allowable Grace Period”). For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holders receive the notice from referred to in clause (i) above and shall end on and include the requesting Holderlater of the date the Holders receive the notice referred to in clause (ii) above and the date referred to in such notice; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders no Grace Period shall be longer than an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoAllowable Grace Period. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. The Company shall use its reasonable best efforts to prepare and file with the SEC within sixty (a60) Commencing two years after days following the date hereofInitial Closing Date (as such term is defined in the Securities Purchase Agreement), either Holder may request a registration statement on Form SB-1 or successor form or another form selected by the Company that is available to register it under the Securities Act which conforms with all applicable rules and regulations (the "Required Registration Statement") with respect to all the Registrable Securities beneficially owned by the Purchasers following the Final Closing (as such term is defined in the Securities Purchase Agreement) to permit the offer and re-sale from time to time of such Registrable Securities in accordance with the methods of distribution provided by the Purchasers. The Company shall keep such Required Registration Statement continuously effective (the "Effective Period") until the earliest to occur of (i) the date during which all Registrable Securities registered under the Required Registration Statement are sold, (ii) the date the Company delivers an opinion of counsel that each Designated Holder (as defined below) may sell in the open market in a single transaction all Registrable Securities then held by each such Designated Holder pursuant to Rule 144(k) of the Securities Act (or any portion of successor provision then in effect) without being subject to the Restricted Stock held by such requesting Holder for sale in volume limitations thereof and (iii) the manner specified in such notice, it being understood date (the "Form S-3 Date") that the Company shall only be obligated is eligible to use Form S-3 or any successor form to register shares the offer and resale of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a), Registrable Securities; provided that the Company shall use its reasonable best efforts to register under convert the Securities Act, for public sale in accordance with Required Registration Statement to a Form S-3 (or any successor form) pursuant to the method rules and regulations of disposition specified in such notice from the requesting Holder or Holders, SEC as soon as practicable after the number of shares of Restricted Stock specified in such notice From S-3 Date. The Company shall use its reasonable best efforts to cause the Required Registration Statement to become and in any notice received from the other Holder within 15 remain effective not later than 105 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to Initial Closing Date. To the extent that the managing underwriter shall be of Registrable Securities are not sold under the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offeringRequired Registration Statement, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, Purchasers shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebyrights as enumerated in Sections 1.2, 1.3 and 1.4.

Required Registration. (a) Commencing two years Within thirty (30) days after the date hereof, either Holder may request the Company to register under the Securities Act all or any portion Closing of the Restricted Stock held by such requesting Holder for sale in the manner specified in such noticeOffering, it being understood that the Company shall only be obligated file a registration statement ("Registration Statement") on Form S-3 (or other suitable form, at the Company's discretion but subject to register the reasonable approval of the Investors), covering the resale of all shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)Registrable Securities then outstanding. (b) Promptly following receipt of any notice The Registration Statement shall be done as a "shelf" registration statement under Rule 415, and shall be maintained effective until the distribution described in the Registration Statement is completed or as otherwise provided in Section 4(a4(c), the . The Company shall use its best efforts to register under have the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder Registration Statement declared effective within 15 ninety (90) days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be Closing of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoOffering. (c) The If the Registration Statement is not declared effective by the Due Date as a result of the Company's failure to file such Registration Statement timely or failure to diligently strive to have such Registration Statement declared effective by the Due Date, the Company shall be entitled pay the Investors an amount equal to include one and one-half percent (1.5%) per month of the aggregate amount of Preferred Stock sold in any the Offering, compounded monthly and accruing daily, until the Registration Statement or a registration statement referred filed pursuant to Section 2 is declared effective, payable in common stock, which common stock shall also be deemed "Registrable Securities" for the purpose of this Section 4Agreement. (d) If the Registration Statement is not declared effective by the Due Date, but all the Registrable Securities held by an Investor are available for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent thatInvestor, in the opinion of counsel to the managing underwriterInvestor (reasonably acceptable to the Company to permit such sale) (the "Opinion"), if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect without compliance with the marketing registration and prospectus delivery requirements of the Restricted Stock Act, so that all transfer restrictions and restrictive legends pertaining to the Registrable Securities may be sold. Except as provided in this paragraph (c)removed prior to and upon the consummation of such sale, then registration contemplated hereby shall no longer be required with respect to such Investor's Registrable Securities upon the furnishing to the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period Opinion, and the Company will cooperate fully with the Investor and use its best efforts to facilitate removal of distribution restrictive legends and transfer restrictions pertaining to the Registrable Securities. Such efforts shall include, but not be limited to, undertaking to furnish such opinions of counsel to the registration contemplated therebyCompany as the Company's transfer agent may reasonably require.

Required Registration. (a) Commencing two years after 2.1. The Company shall use best efforts to file a Registration Statement on Form F-3 covering the date hereof, either Holder may request the Company to register under the Securities Act all or any portion resale of the Restricted Stock held by such requesting Holder for sale in Registrable Securities within six months from the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)Closing. (b) Promptly following receipt 2.2. In the case of any notice under registration effected pursuant to this Section 4(a)2, the Company shall use its best efforts have the right to register under designate the Securities Actmanaging underwriter(s), for public sale if any, in accordance any underwritten offering, subject to the reasonable prior approval of the Note Holders. 2.3. The Company, the Note Holders and all Holders participating in such underwritten registration shall enter into an underwriting agreement in customary form with the method underwriter or underwriters selected for such underwriting. 2.4. If the underwriter of disposition specified a registration being made pursuant to Section 2 advises the Note Holders or the Holders in such notice from the requesting Holder or Holders, writing that marketing factors require a limitation of the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock Registrable Securities to be included in such an offering may be reduced pro rata between underwritten registration, then the requesting Note Holders --- ---- based on and the number of shares of Restricted Stock so requested Holders wishing to be registered if and to the extent that the managing underwriter participate in such underwritten registration shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of cut back on a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheldpro-rata basis. 2.5. The Company shall not be obligated required to register Restricted Stock effect more than one (1) registration pursuant to Section 2. If the Company shall be eligible to use a registration statement on Form F-3 in connection with the any registration under this Section 2, such registration may be effected by the Company on Form F-3. 2.6. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be initiated after the registration requested pursuant to this Section 4 on two occasions only. Notwithstanding anything 2 and to become effective less than one hundred and twenty (120) days after the contrary contained herein, the obligation effective date of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders made pursuant to this Section 4 until 2. 2.7. The Note Holders may request to withdraw the completion registration under this Section 2, at any time and shall not be deemed to have exhausted any rights to make a registration under this Section 2 in the future, provided that he reimburses the Company for all of its costs and expenses incurred in connection with such withdrawn demand registration (collectively, “Company Expenses”), if such registration has in fact been cancelled. 2.8. If a Form F-3 covering all of the period Registrable Securities is not declared effective by the SEC within 180 days after the date hereof (the “Period”), then the Company shall pay each Note Holder a cash amount within 3 days after the end of distribution each month after the end of the registration contemplated therebyPeriod equal to 2% of the amount invested in connection with such Registrable Securities which have not yet been registered, up to a maximum of 12% on the aggregate.

Required Registration. The Company shall: (a) Commencing two years after Subject to Section 5.2 below, use its best efforts, subject to receipt of all necessary information from the date hereofPurchasers, either Holder may request to prepare and file with the Company to register under the Securities Act all or any portion Commission within 5 Business Days of the Restricted effective date of its current registration statement on Form S-3 filed March 18, 2005, as amended April 15, 2005 (Reg. No. 333-123437) (the “Target Deadline”) a registration statement (the “Registration Statement”) covering the resale of the Common Shares and the Warrant Shares (collectively, the “Registrable Securities”) by the Purchasers from time to time through the American Stock held by such requesting Holder for sale Exchange, the over-the-counter market or in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)privately-negotiated transactions or otherwise. (b) Promptly following Subject to the provisions of Section 5.2 below, use its best efforts, subject to receipt of any notice under Section 4(aall necessary information from the Purchasers, to cause the Registration Statement to be declared effective as promptly as practicable after filing thereof, but in no event later than the date which is 90 days after the filing of the Registration Statement (the “Effectiveness Deadline”), the Company shall use . (c) Use its best efforts to register keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier of the date when (i) all Registrable Securities have been sold, or (ii) all Registrable Securities may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144 under the Securities Act, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the Purchasers. (d) File documents required of the Company for public sale customary “blue sky” clearance in accordance with the method of disposition states specified in such notice from writing by the requesting Holder or Holders, Purchasers and reasonably required by the number of shares of Restricted Stock specified Purchasers in such notice and in any notice received from order to resell the other Holder within 15 days after its receipt of such notice from the requesting HolderRegistrable Securities; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (e) File with the Commission in a timely manner the reports and other documents required to be filed by it under the Securities Act and the Exchange Act (or, if the proposed method Company is not required to file such reports, it will, upon the request of -------- ------- disposition specified any Purchaser, make publicly available other information so long as necessary to permit sales by the requesting Holders shall be an underwritten public offeringPurchasers under Rule 144 under the Securities Act), the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and all to the extent required to enable the Purchasers to sell the Registrable Securities from time to time without registration under the Securities Act within the limitations provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission; provided, however, that nothing in this Agreement shall require the managing underwriter shall be Company to file reports under the Securities Act or the Exchange Act, to register any of its securities under the Exchange Act, or to make publicly available any information concerning the Company at any time when it is not required by law or by any agreement by which it is bound to do any of the opinion that such inclusion would adversely affect foregoing. (f) Subject to Section 6.1, all expenses relating to the marketing registration and offering of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock Registrable Securities pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 5.1 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified borne by the requesting HoldersCompany, except that the Purchasers shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such bear underwriting and selling commissions attributable to their Registrable Securities being registered and any transfer taxes on shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be being sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebyPurchaser.

Required Registration. (a) Commencing two years after As soon as practicable following the date hereofClosing, either Holder may request the Company to register shall prepare and file with the Commission a shelf registration statement on Form S-3 (or any successor or other appropriate form) under the Securities Act with respect to the Registrable Securities (the "Registration Statement") and effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under applicable state securities or "blue sky" laws and compliance with any portion other applicable governmental requirements or regulations) as may reasonably be required in connection with the sale of the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)Registrable Securities as described herein. (b) Promptly following The Company shall use its best efforts to cause the Registration Statement to become effective, and shall maintain the effectiveness of the Registration Statement and other applicable registrations, qualifications and compliances until the first to occur of (i) the first anniversary of the Closing (plus, if applicable, the amount of time that has elapsed during any Suspension Periods, as defined below), or (ii) the date on which all of the Registrable Securities have been disposed of by the Investors. (c) If at any time after the Registration Statement is declared effective, the Company determines that the sale of the Registrable Securities pursuant to the Registration Statement would require disclosure of information that, in the judgment of the Company, cannot be disclosed at that time without other material adverse consequences to the Company, the Investors shall, upon receipt of written notice of that determination, suspend sales of the Registrable Securities for a period (the "Suspension Period") beginning on the date of receipt of that notice and expiring on the date upon which the information is disclosed to the public or ceases to be material, and in any case as evidenced by a written notice from the Company to the Investors to that effect. (d) Upon written notice from the Company of the happening of any event that makes any statement made in the Registration Statement, related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of any changes in the Registration Statement, prospectus or document so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, each holder of Registrable Securities registered under the Registration Statement shall forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until (i) receipt of the copies of the supplemented or amended prospectus or (ii) it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus. In the event that the Company shall give any notice under Section 4(athis subparagraph (d), the Company shall use its best reasonable efforts and take such actions as are reasonably necessary to register under end the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received Suspension Period as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretopromptly as practicable. (ce) The Company In no event shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with holder of Registrable Securities sell any securities registered under the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by Registration Statement without giving the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph at least three (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby3) business days' prior written notice.

Required Registration. (a) Commencing two years Subject to the existing registration rights of the holders of Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock, within ninety (90) to one hundred twenty (120) days after the date hereofClosing Date, either Holder may request the Company to register shall prepare and file a registration statement under the Securities Act all or any portion of Act, on a form selected by the Company, covering the Restricted Stock held and shall use its commercially reasonable efforts to cause such registration statement to become effective as expeditiously as possible and to remain effective until the earlier to occur of the date (i) the Restricted Stock covered thereby have been sold, or (ii) by such requesting Holder for sale in the manner specified in such noticewhich all Restricted Stock covered thereby may be sold under Rule 144, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)without volume limitations. (b) Promptly following receipt Following the effectiveness of a registration statement filed pursuant to this section, the Company may, at any notice under Section 4(atime, suspend the effectiveness of such registration for up to 45 days, as appropriate (a "Suspension Period"), by giving notice to the Holders of Restricted Stock, if ----------------- the Company shall have determined that the Company may be required to disclose any material corporate development which disclosure may have a Material Adverse Effect on the Company. Notwithstanding the foregoing, no more than two Suspension Periods (i.e., 90 days) may occur in immediate succession. The Company shall use its best efforts to register under limit the Securities Actduration and number of any Suspension Periods. The Holders of Restricted Stock agree that, for public sale in accordance with the method upon receipt of disposition specified in such any notice from the requesting Holder or HoldersCompany of a Suspension Period, the number of shares Holders of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- shall forthwith discontinue disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in covered by such an offering may be reduced pro rata between registration statement or prospectus until the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included (i) are advised in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold writing by the Company for its own account, except as and to that the extent that, in the opinion use of the managing underwriterapplicable prospectus may be resumed, (ii) have received copies of a supplemental or amended prospectus, if such method applicable, and (iii) have received copies of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock any additional or supplemental filings which are incorporated or deemed to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebyincorporated by reference into such prospectus.

Required Registration. (a) Commencing two years Within one week after the date hereofClosing Date, either Holder may request the Company to register shall prepare and file a registration statement under the Securities Act all or any portion Act, on a form selected by the Company, covering the Shares and shall use its best efforts to cause such registration statement to become effective as expeditiously as possible and to remain effective until the earlier to occur of the date (i) the Restricted Stock held covered thereby has been sold, or (ii) by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only which all Restricted Stock covered thereby may be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)sold under Rule 144. (b) Promptly following receipt Following the effectiveness of a registration statement filed pursuant to this section, the Company may, at any notice under Section 4(atime, suspend the effectiveness of such registration for up to 60 days, as appropriate (a "Suspension Period"), by giving notice to the Holders of Restricted Stock, if ----------------- the Company shall have determined that the Company may be required to disclose any material corporate development which disclosure may have a material effect on the Company. Notwithstanding the foregoing, no more than two Suspension Periods (i.e., 120 days) may occur in immediate succession. The Company shall use its best efforts to register under limit the Securities Actduration and number of any Suspension Periods. The Holders of Restricted Stock agree that, for public sale in accordance with the method upon receipt of disposition specified in such any notice from the requesting Holder or HoldersCompany of a Suspension Period, the number of shares Holders of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- shall forthwith discontinue disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in covered by such an offering may be reduced pro rata between registration statement or prospectus until the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included (i) are advised in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold writing by the Company for its own account, except as and to that the extent that, in the opinion use of the managing underwriterapplicable prospectus may be resumed, (ii) have received copies of a supplemental or amended prospectus, if such method applicable, and (iii) have received copies of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock any additional or supplemental filings which are incorporated or deemed to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebyincorporated by reference into such prospectus.

Required Registration. (a) Commencing two years after the date hereof, either Holder may request At such time as the Company to register shall have qualified for the use of Form S-3 promulgated under the Securities Act all or any portion successor form thereto with respect to the sale of Registrable Units, each holder or holders of Restricted Units shall have the Restricted Stock right to request in writing an unlimited number of registrations on Form S-3, or such successor form, of Registrable Units held by such requesting Holder for sale in holder or holders (the manner specified in Company to bear the costs of such noticeregistrations), it being understood that which request or requests shall (i) specify the number of Registrable Units intended to be sold or disposed of, (ii) state the intended method of disposition of such Registrable Units and (iii) relate to Registrable Units having an anticipated aggregate offering price of at least $1,000,000. If the Company shall only be obligated requested to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless effect any such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a)registration, then the Company shall, within 10 days of such request, deliver a written notice of such proposed registration to all holders of outstanding Registrable Units and shall offer to include in such proposed registration any Registrable Units requested to be included in such proposed registration by the holders of Registrable Units who or which shall respond in writing to the Company's notice within 15 days after delivery thereof. The Company shall promptly thereafter use its best efforts to register effect such registration under the Securities Act of the Registrable Units which the Company has been so requested to register; provided, however, that the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (1) the Company shall not be obligated to use its best efforts to file and cause to become effective any registration statement initiated pursuant to this Section 8 during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Units are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 90 days; (2) with respect to any registration pursuant to this Section 8, the Company may, if permitted under the Securities Act, for public sale in accordance with the method of disposition specified include in such notice from the requesting Holder registration any Primary Units or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting HolderOther Units; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offeringany, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), advises the Company shall not effect any other registration that the inclusion of its Class A Common Stockall Registrable Units, whether for its own account or that of other holdersPrimary Units, from the date of receipt of a notice from the requesting Holders pursuant and Other Units proposed to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.be

Required Registration. (a) Commencing two years If, at any time after the date hereofclosing of the Company’s initial public offering of its Common Stock, either Holder may request the Company to register shall receive a written request from the record Holder or Holders of an aggregate of at least a majority of the Registrable Securities for registration under the Securities Act all or any portion of the Restricted Stock held by such requesting Holder for sale in then Registrable Securities not previously registered under the manner specified in such notice, it being understood that Securities Act and sold (a “Registration Request”): (i) the Company shall only promptly give written notice to all other record Holders of Registrable Securities that such registration is to be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof effected (unless such notice is jointly given by both Holders“Registration Notice”). (bii) Promptly following receipt of any notice under subject to the limitations and requirements set forth in this Section 4(a)2.2, the Company shall use its best efforts to register prepare and file a registration statement under the Securities Act, covering the Registrable Securities that are the subject of the Registration Request and such additional Registrable Securities for public sale in accordance with which it has received written requests to register by such other record Holders within thirty (30) days after the method delivery of disposition specified in the Registration Notice, and shall use its best efforts to cause such notice from registration statement to become effective as soon as is practicable after receipt of the requesting Holder Registration Request. (b) If the Company is required to use Form S-1 (or Holdersequivalent form), the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock (a) proceed with filing the Registration Statement only if (i) the Registration Request demands registration of at least 20% of the then Registrable Securities not previously registered under the Securities Act or (ii) the anticipated gross offering proceeds based upon the public offering price per share proposed by the underwriters or based upon the current trading price is at least $5,000,000 and (b) prepare, file and use its best efforts to cause to become effective no more than one (1) registration statement on Form S-1 pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company Registration Requests made under this Section 4 2.2. If the Company meets the requirements for using Form S-3 (or equivalent form), the Company shall be deemed satisfied obligated to (a) proceed with filing the Registration Statement only when a if the anticipated gross offering proceeds based upon the public offering price per share proposed by the underwriters or based upon the current trading price is at least $1,000,000 and (b) prepare, file and use its best efforts to cause to become effective no more than one (1) registration statement covering all shares on Form S-3 each twelve (12) months measured from the date of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoRegistration Request. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), If the Company shall not effect any other furnish to such Holder(s) within thirty (30) days of a Registration Notice a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company, pursuant to an action approved by the Board of Directors, has already a present plan to commence preparation of a Registration Statement and to file the same within ninety (90) days, or (ii) 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 of its Class A Common Stock, whether for its own account statement to be filed on or that of other holders, from before the date filing would be required under this Agreement and it is therefore essential to defer the filing of receipt of a notice from such registration statement, then the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.Company shall have

Required Registration. (a) Commencing two years after The Company shall prepare and file with the date hereof, either Holder may request the Company to register Commission registration statements under the Securities Act all with respect to the Exercise Shares and the Conversion Shares and shall use its best efforts to cause such registration statements to become effective promptly after filing. The registration statement with respect to the Exercise Shares shall be filed with the Commission within forty-five (45) days after the Closing. The registration statement with respect to the Conversion Shares shall be filed with the Commission on or before the earliest of (i) ninety (90) days before the fifth anniversary of the Closing, (ii) on or before the date of closing of any transaction identified in Section 5(b)(ii)(A) of the Certificate of Designation to which the Company or any portion Subsidiary is a party, or of any transaction identified in Section 5(b)(ii)(C) or (D) of the Restricted Stock held by such requesting Holder for sale in the manner specified in such noticeCertificate of Designation, it being understood that the Company shall only be obligated will cause such registration statement to register shares of Class A Common Stock. Such notice shall not be become effective unless on or before the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders).date of, and (b) Promptly following receipt Except as provided in Section 2.01(c) of any notice under Section 4(a)this Agreement, the Company shall use its best efforts to register under maintain the Securities Act, for public sale in accordance with the method effectiveness of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock each registration statement filed pursuant to this Section 4 on two occasions only. Notwithstanding anything 2.01 until such time as all Shares registered pursuant to the contrary contained herein, registration statement either have been transferred pursuant to the obligation registration statement or are eligible to be sold pursuant to Rule 144 under the Securities Act without regard to any restrictions pursuant to Rule 144(k). Each Holder shall provide written notice to the Company within fifteen (15) days after it has sold all of its Exercise Shares or all of its Conversion Shares registered pursuant to this Section 2.01. (c) The obligations of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with 2.01 are subject to the method of disposition specified by condition that the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include require the Holders to suspend for up to ninety (90) days once in any twelve month period the sale of Shares pursuant to a registration statement referred filed pursuant to in this Section 4if (i) and for so long as the Board of Directors of the Company determines, for in its reasonable judgment, that the sale in accordance of Shares pursuant thereto would materially interfere with the method of disposition specified any material financing, acquisition, corporate reorganization or other material transaction by the requesting HoldersCompany, shares of Class A Common Stock to be sold by (ii) the Company for its own accountpromptly gives the Holders of the Exercise Shares and the Conversion Shares written notice of such determination, except as and (iii) all other similarly situated shareholders shall also be subject to the extent that, in same suspension. The Company shall have no obligation to maintain the opinion effectiveness of a registration statement with respect to Conversion Shares or Exercise Shares during periods when the managing underwriter, if Holders are required to suspend the sale of such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except Shares as provided in this paragraph (cSection 2.01(c). As soon as practicable after the expiration of such periods, the Company shall not effect any other amend its registration of its Class A Common Stock, whether for its own account or that of other holders, from statements as necessary to permit the date of receipt of a notice from the requesting Holders to sell Shares pursuant to this Section 4 until the completion of the period of distribution of the such registration contemplated therebystatements.

Required Registration. (a) Commencing two years Within one week after the date hereofClosing Date, either Holder may request the Company to register Buyer shall prepare and file a registration statement under the Securities Act all or any portion of Act, on Form S-3, covering the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a), the Company Merger Consideration and shall use its best efforts to register cause such registration statement to become effective as expeditiously as possible and to remain effective until the earlier to occur of the date (i) the Merger Consideration covered thereby has been sold, or (ii) by which all Merger Consideration covered thereby may be sold within a three-month period under Rule 144. (b) Following the Securities Acteffectiveness of a registration statement filed pursuant to this section, the Buyer may, at any time, suspend the effectiveness of such registration for public sale up to 30 days, as appropriate (a "Suspension Period"), ----------------- by giving notice to the Shareholders, if the Buyer shall have determined that the Buyer may be required to disclose in accordance with the method registration statement (and is not otherwise required at the time to disclose) any material corporate development which disclosure may have a material effect on the Buyer. Notwithstanding the foregoing, no more than two Suspension Periods may occur in any rolling 12-month period. The Buyer shall use its reasonable best efforts to limit the duration and number of disposition specified in such any Suspension Periods. Buyer shall end any Suspension Period early if, and as promptly as practicable after, the corporate development giving rise thereto is disclosed or becomes immaterial. Upon receipt of any notice from the requesting Holder or HoldersBuyer of a Suspension Period, the number Shareholders shall forthwith discontinue disposition of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt Merger Consideration via use of such notice from registration statement or prospectus until the requesting Holder; provided, however, that if end of the proposed method of -------- ------- disposition specified Suspension Period or the Shareholders earlier (i) are advised in writing by the requesting Holders shall Buyer that the use of the applicable prospectus may be an underwritten public offeringresumed, the number (ii) have received copies of shares a supplemental or amended prospectus, if applicable, and (iii) have received copies of Restricted Stock any additional or supplemental filings which are incorporated or deemed to be included in incorporated by reference into such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoprospectus. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. (a) Commencing two years At any time after the 90th day following the date hereof, either Holder the holders of Restricted Stock constituting at least 51% of the total shares of Restricted Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting Holder holder or holders for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following Following receipt of any notice under this Section 4(a)4, the Company shall immediately notify all holders of Restricted Stock from whom notice has not been received and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holdersholders, the number of shares of Restricted Stock specified in such notice (and in any notice all notices received by the Company from the other Holder holders within 15 10 days after its receipt the giving of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheldCompany). The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoone occasion. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holdersholders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c)for registration statements on Form ▇-▇, ▇-▇ or any successor thereto, the Company shall will not effect file with the Commission any other registration of statement with respect to its Class A Common Stock, whether for its own account or that of other holdersstockholders, from the date of receipt of a notice from the requesting Holders holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. (d) Notwithstanding the foregoing, if during the ninety (90) day period following the date hereof the Company has filed a registration statement relating to an underwritten offering of its securities and has included in that registration statement the Restricted Stock, then the rights of the Investors under this Section 4 shall be suspended unless such registration statement is withdrawn or otherwise abandoned.

Required Registration. (a) Commencing two years after the date hereof, either Holder may request If the Company to register receives a written request therefor from any record holder or holders of an aggregate of at least a majority of the shares of Purchased Stock (as hereinafter defined) not theretofore registered under the Securities 1933 Act all or any portion of the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a)and sold, the Company will prepare and file a registration statement on Form S-3 under the 1933 Act covering the shares of Purchased Stock which are the subject of such request and shall use its best efforts to register under cause such registration statement to become effective. In addition, upon the Securities Act, for public sale in accordance with the method receipt of disposition specified in such notice from the requesting Holder or Holdersrequest, the number Company will promptly give written notice to all other record holders of shares of Restricted Purchased Stock specified not theretofore registered under the 1933 Act and sold that such registration is to be effected. The Company will include in such notice and in any notice registration statement such shares of Purchased Stock for which it has received from the written requests to register by such other Holder record holders within 15 30 days after its receipt the delivery of the Company's written notice to such notice from other record holders. The Company will be obligated to prepare, file and cause to become effective only one registration statement pursuant to this Section 1, will be obligated only to register such shares of Purchased Stock on Form S-3 and to pay all costs and expenses associated with such registration statement. Notwithstanding the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offeringforegoing, the number record holder or holders of an aggregate of at least a majority of the shares of Restricted Purchased Stock not theretofore registered under the 1933 Act and sold may require, pursuant to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offeringthis Section 1, the Company may designate to prepare, file and cause to become effective any number of registration statements but such holder or holders will bear their own costs and expenses and reimburse the managing underwriter of company for its costs and expenses associated with such offering, subject registration statements and the Company will not be required to comply with more than two such requests per year. In the approval of event that the selling Holders holders of a majority of the Restricted Purchased Stock included for which registration has been requested pursuant to this Section 1 determine for any reason not to proceed with a registration at any time before a registration statement has been declared effective by the Securities and Exchange Commission (the "Commission"), and such registration statement, if theretofore filed with the Commission, is withdrawn with respect to the Purchased Stock covered thereby, and the holders of such Purchased Stock agree to bear their own expenses incurred in connection therewith and to reimburse the offeringCompany for the expenses incurred by it attributable to the registration of such Purchased Stock, which approval then the holders of such Purchased Stock shall not be unreasonably withheld. The deemed to have exercised their right to require the Company shall be obligated to register Restricted Purchased Stock pursuant to this Section 4 on two occasions only1. Notwithstanding anything Without the written consent of the holders of a majority of the Purchased Stock for which registration has been requested pursuant to this Section 1, neither the contrary contained herein, the obligation Company nor any other holder of securities of the Company under this Section 4 shall be deemed satisfied only when a may include securities in such registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion good faith judgment of the managing underwriter, if any, of such method public offering the inclusion of disposition shall be an underwritten public offering, such inclusion securities would adversely affect interfere with the successful marketing of the Restricted Purchased Stock or require the exclusion of any portion of the Purchased Stock to be registered. The rights granted by this Section 1 may be transferred to and are exercisable by subsequent transferee of any shares of Purchased Stock, except with respect to shares of Purchased Stock that have been registered under the 1933 Act and sold. Except as provided in this paragraph (c)The holders of the Purchased Stock hereby acknowledge that prior to the Company proceeding with the actual filing of a registration statement on Form S-3 for the Purchased Stock, the holders must exercise the Options and tender the consideration for such exercise to the Company shall not effect in accordance with the terms and conditions of the Option Agreement. In addition, the holders of the Purchased Stock acknowledge that the rights granted hereunder only obligate the Company to file a Registration Statement on Form S-3, if available to the Company. The Company is under no obligation to file any other registration form of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebyRegistration Statement.

Required Registration. a. Within twenty (20) days of the later of (a) Commencing two years after the date hereoffiling of the Required Financials and (b) the issuance of the Registrable Shares following the increase in the Company’s authorized shares (the later of (a) or (b), the “Deadline”), the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 or otherwise, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either Holder may request case covering the maximum number of Registrable Securities Company’s counsel deems to be permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), or in the event the Staff seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by or on behalf of the Company or takes other action such that Rule 415 is not available to the Company to register the resale of such Registrable Securities and as a result the Staff or the SEC does not permit such Registration Statement to become effective and used for resales in a manner that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” the Company may (i) reduce the number of Registrable Securities to be registered on such Registration Statement (such reduced Registrable Securities, the “415 Cutback Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the commission may require in order for the Commission to allow such Registration Statement to become effective. Unless the Commission otherwise requires, any cut-back imposed by this Section 2(a) shall be allocated among the Registrable Securities of the Holders on a pro rata basis. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement, including the 415 Cutback Shares (the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written consent. b. The Company shall use its commercially reasonable efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to declare the Initial Registration Statement effective within 60 days after the Deadline, or, if the Resale Registration Statement is selected for review by the Commission, within 90 days after the Deadline (the “Effective Deadline”). c. The Company shall use its commercially reasonable efforts to cause each New Registration Statement, Remainder Registration Statement or Earn-Out Registration Statement (defined below) or any post-effective amendment to a Registration Statement to be declared effective by the Commission as soon as practicable (including, with respect to the New Registration Statement, as applicable, filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act all or any portion of within five Business Days after the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed,” or not be subject to further review and the effectiveness of such Registration Statement may be accelerated). d. The Company shall only use its commercially reasonable efforts to keep each Registration Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement have been sold by the Holders thereunder or pursuant to the Commission’s Rule 144 under the Securities Act or (ii) the date on which all Registrable Shares covered by such Registration Statement may be obligated sold pursuant to register shares the Commission’s Rule 144 under the Securities Act without any volume limitations or other restrictions pursuant to Rule 144 under the Securities Act (the “Effectiveness Period”). e. Each Holder agrees to furnish to the Company a completed Selling Shareholder Questionnaire in the form attached to this Agreement as Annex A or in a form mutually agreeable between the Parties. At least five Trading Days prior to the first anticipated filing date of Class A Common Stocka Registration Statement for any registration under this Agreement, the Company will notify each Holder of the information the Company requires from that Holder other than the information contained in the Selling Shareholder Questionnaire, if any, which shall be completed and delivered to the Company promptly upon request and, in any event, within three Trading Days prior to the applicable anticipated filing date. Such notice Each Holder further agrees that it shall not be effective unless entitled to be named as a Selling Shareholder in the requesting Holder provides Registration Statement or use the other Holder with a copy thereof (Prospectus for offers and resales of Registrable Securities at any time, unless such notice is jointly given by both Holders). (b) Promptly following receipt Holder has returned to the Company a completed and signed Selling Shareholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a Holder of any notice under Section 4(a)Registrable Securities returns a Selling Shareholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its best commercially reasonable efforts at the expense of the Holder who failed to register under return the Selling Shareholder Questionnaire or to respond for further information to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities Act, for public sale in accordance with the method of disposition specified identified in such notice from late Selling Shareholder Questionnaire or request for further information. Each Holder acknowledges and agrees that the requesting Holder information in the Selling Shareholder Questionnaire or Holdersrequest for further information as described in this Section 2(c) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. f. Notwithstanding anything to the contrary herein, at any time after any Registration Statement has been declared effective by the Commission, the number Company may delay the disclosure of shares material non-public information concerning the Company if the disclosure of Restricted Stock specified such information at the time is not, in the good faith judgment of the Company, in the best interests of the Company (a “Grace Period”); provided, however, the Company shall promptly (i) notify the Holders in writing (including via facsimile or other electronic transmission) of the existence of material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material non-public information to the Holders) or the need to file a supplement or post-effective amendment, as applicable, and the date on which such Grace Period will begin, and (ii) notify the Holders in writing (including via facsimile or other electronic transmission) of the date on which the Grace Period ends; provided, further, that no single Grace Period shall exceed 30 consecutive days, and during any 365 day period, the aggregate of all Grace Periods shall not exceed an aggregate of 60 days (each Grace Period complying with this provision being an “Allowable Grace Period”). For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holders receive the notice referred to in clause (i) above and shall end on and include the later of the date the Holders receive the notice referred to in clause (ii) above and the date referred to in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holdernotice; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders no Grace Period shall be longer than an underwritten public offering, Allowable Grace Period. g. Promptly following any date on which the number of shares of Restricted Stock Company becomes eligible to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based use a registration statement on the number of shares of Restricted Stock so requested Form S-3 to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offeringregister Registrable Securities for resale, the Company may designate the managing underwriter of such offering, subject shall file a Registration Statement on Form S-3 covering all Registrable Securities (or a post-effective amendment on Form S-3 to the approval of then effective Registration Statement) and shall cause such Registration Statement to be declared effective under the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheldSecurities Act as soon as possible thereafter. The Company shall be obligated use its commercially reasonable efforts to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to keep such Registration Statement effective under the contrary contained herein, Securities Act during the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretoentire Effectiveness Period. (c) The Company shall be entitled to include in ▇. ▇▇ promptly as reasonably possible following the issuance of any registration statement referred to in this Section 4, for sale in accordance with Earn-Out Shares under the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c)Exchange Agreement, the Company shall not effect any other registration will prepare and file with the Commission a Registration Statement covering the resale of its Class A Common Stock, whether the applicable Earn-Out Shares for its own account or that of other holders, from the date of receipt of an offering to be made on a notice from the requesting Holders continuous basis pursuant to this Section 4 until the completion Rule 415, or if Rule 415 is not available for offers and sales of the period applicable Earn-Out Shares, by such other means of distribution of Earn-Out Shares as the registration contemplated therebyHolders may reasonably specify (an “Earn-Out Registration Statement”). The Earn-Out Registration Statement shall be on Form S-1 (or such other form available to register for resale the Registrable Securities as a secondary offering). The Earn-Out Registration Statement will be subject to the same cut-back provisions of Section 2(a), as well as Sections 2(d)-(g) and procedures in Section 3.

Required Registration. (a) Commencing two years after the date hereof, either Holder may request Whenever the Company to register shall receive a written request therefor from any holder or holders of at least 10% of the Registrable Stock, the Company shall promptly prepare and file a registration statement under the Securities Act all or any portion covering the Registrable Stock which is the subject of the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a), the Company request and shall use its best efforts to register under cause such registration statement to become effective as expeditiously as possible. Upon the Securities Actreceipt of such request, for public sale in accordance with the method Company shall promptly give written notice to all holders of disposition specified Registrable Stock that such registration is to be effected. The Company shall include in such registration statement such Registrable Stock for which it has received written requests to register such shares by the holders thereof within thirty (30) days after the effectiveness of the Company's written notice from to such other holders. Notwithstanding the requesting Holder foregoing, the Company may delay the filing of a registration statement under this Section 11(a) (other than a registration statement required to be filed pursuant to Section 2.9 of the Loan Agreement) for a period of up to sixty (60) days, if in the good faith judgment of the Board of Directors of the Company such filing would interfere with pending confidential, nonpublic material negotiations that the Company is engaged in. The Company shall not be obligated to prepare, file and cause to become effective more than two (2) registration statements pursuant to this Section 11(a) (excluding therefrom any registration statement which is withdrawn prior to effectiveness or Holdersotherwise and excluding therefrom any registration statement pursuant to Section 2.9 of the Loan Agreement). If, in the good faith judgment of the managing underwriter, if any, of such public offering, the inclusion of all of the Registrable Stock covered by requests for registration pursuant to this Section 11(a) would materially and adversely affect the successful marketing of a lesser amount of Registrable Stock, after giving priority to the shares of Registrable Stock over all other persons who may participate in such registration, the number of shares of Restricted Registrable Stock specified otherwise to be included in the underwritten public offering shall be reduced to the required level with the participation in such notice and in any notice received from offering to be pro rata among the other Holder within 15 days after its receipt holders of Registrable Stock requesting such notice from the requesting Holder; providedregistration, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, based upon the number of shares of Restricted Registrable Stock to be included in owned by such an holders; and those shares which are excluded from the underwritten public offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of withheld from the opinion that such inclusion would adversely affect market by the marketing of the Restricted Stock holders thereof for a period, not to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offeringexceed ninety (90) days, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

Required Registration. On any date after three (a3) Commencing two years after months following the date hereofRegistration Date, either Holder may if holders representing not less than 50% of the Registrable Shares then outstanding shall in writing state that such holders desire to sell Registrable Shares in the public securities markets and request the Company Corporation to register effect the registration under the Securities Act all or any portion of the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a)Registrable Shares, the Company Corporation shall promptly use its best efforts to register effect the registration under the Securities ActAct of the Registrable Shares which the Corporation has been so requested to register; provided, for public sale however, that the Corporation shall not be obligated to effect any registration under the Securities Act except in accordance with the method of disposition specified following provisions: 2.1. the Corporation shall not be obligated to use its best efforts to file and cause to become effective (i) more than one registration statement initiated pursuant to this Section 2 in such notice any six-month period, (ii) more than two registration statements initiated pursuant to this Section 2 on Form S-1 promulgated under the Securities Act or any successor from thereto, (iii) any registration on Form S-3 (or any comparable or successor form) until the requesting Holder or HoldersCorporation has qualified for use thereof, at which time there shall be no limit on the number of shares registrations on Form S-3 that the holder may request or (iv) any registration statements during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the 90 days. 2.2. the Corporation may delay the filing or effectiveness of Restricted Stock specified any registration statement for a period of up to 90 days after the date of a request for registration pursuant to this Section 2 if at the time of such request (i) the Corporation is engaged, or has fixed plans to engage within 90 days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Corporation reasonably determines that such registration and offering would interfere with any material transaction involving the Corporation, as approved by the Board of Directors, provided, however, that the Corporation may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) for a total of 120 days after the date of a request for registration pursuant to this Section 2. 2.3. with respect to any registration pursuant to this Section 2, the Corporation shall give notice of such registration to the holders of all Other Shares which are entitled to registration rights and the Corporation may include in such notice and in registration any notice received from the other Holder within 15 days after its receipt of such notice from the requesting HolderPrimary Shares or Other Shares; provided, however, that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be reduced pro rata between the requesting Holders --- ---- based on included in such registration, then the number of shares Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (a) first, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Restricted Stock so Registrable Shares requested to be registered if and to the extent that the managing underwriter shall be of the opinion that by each such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offeringholder); (b) second, the Company may designate Primary Shares; and (c) third, the managing underwriter of such offeringOther Shares which are entitled to registration rights. 2.4. At any time before the registration statement covering Registrable Shares become effective, subject to the approval of the selling Holders holders of a majority of such shares may request the Restricted Stock included in Corporation to withdraw or not to file the offeringregistration statement. In that event, which approval if such request of withdrawal shall not be unreasonably withheld. The Company have been caused by, or made in response to, the material adverse effect of an event on the business, properties, conditions, financial or otherwise, or operations of the Corporation, the holders shall have used their demand registration right under this Section 2 and the Corporation shall no longer be obligated to register Restricted Stock Registrable Shares pursuant to the exercise of such registration right pursuant to this Section 4 on two occasions only. Notwithstanding anything 2 unless the remaining holders shall pay to the contrary contained herein, Corporation the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified expenses incurred by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from Corporation through the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebysuch request.

Required Registration. (a) Commencing two years after the date hereoffiling of the Certificate, either Holder may request if and whenever the Company shall receive a written request therefor from Initiating Holders, the Company agrees to register prepare and file promptly a registration statement under the Securities Act covering the shares of Registrable Securities which are the subject of such request and agrees to use its best efforts to cause such registration statement to become effective as expeditiously as possible. Upon the receipt of such request (which request will specify the intended method or methods of distribution of Registrable Securities), the Company agrees to give prompt written notice to all or any portion Holders of the Restricted Stock held by Registrable Securities that such requesting Holder for sale in the manner specified registration is to be effected. The Company agrees to include in such notice, registration statement such shares of Registrable Securities for which it being understood that the Company shall only be obligated has received written requests to register such shares by the Holders thereof within thirty (30) days after the receipt of Class A Common Stock. Such written notice shall not be effective unless from the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)Company. (b) Promptly following receipt The Company shall be obligated to prepare, file and cause to become effective upon request of the Initiating Holders a total of 2 registrations on a form other than S-3 (one initiated by the Existing Investors and one initiated by the Questor Holders) and 6 registrations on form S-3 (three initiated by the Existing Investors and three initiated by the Questor Holders), which may be in respect of a shelf registration pursuant to Commission Rule 415 (a "SHELF REGISTRATION") if so requested by the Initiating Holders; provided, however, that if the Company is not eligible to effect a registration on form S-3 at the time of any notice request for registration due to any failure by the Company to timely make any required filings with the Commission, the Company shall be obligated to prepare, file and cause to become effective upon the request of the Initiating Holders a registration statement on form S-1 (or form S-2 if available) in lieu of the registrations on form S-3 provided for in the preceding clause. A registration statement which becomes effective pursuant to a request for registration under this Section 4(a7 shall not be counted for purposes of such limitations, (i) if, within 120 days after the registration relating to any such request has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Initiating Holder's reasonable satisfaction within 30 days, (ii) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to any such registration statement are not satisfied (other than as a result of a default or breach thereunder by such Initiating Holder), or (iii) as otherwise provided in Section 7(f) below. (c) If the Holders initiating a request for the registration of Registrable Securities pursuant to this Section 7 intend to distribute the Registrable Securities covered by their request by means of any underwriting, they will so notify the Company as a part of their request made pursuant to this Section 7(a), and the Company agrees to include such information in its written notice referred to in Section 7(a). In such event the right of any Holder to registration pursuant to this Section 7 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders initiating such request for registration and such Holder with respect to such participation and inclusion) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting agree to enter into (together with the Company) an underwriting agreement with the underwriter or underwriters selected for such underwriting, in the manner set forth above, provided that such underwriting agreement is in customary form and is reasonably acceptable to the Company and the Holders of a majority of the shares of Registrable Securities to be included in such registration. The Holders of Registrable Securities to be distributed by such underwriter may, at their option, require that any or all of the representations and warranties by, and the agreements on the part of, the Company to and for the benefit of such underwriters be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. No underwriting agreement (or other agreement in connection with such offering) shall require any Holders of Registrable Securities, in their respective capacities as stockholders and/or controlling persons, to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the ownership of such Holder's Registrable Securities and such Holder's intended method or methods of disposition and any other representation required by law or to furnish any indemnity to any Person which is broader than the indemnity furnished by such Holder pursuant to Section 11(b). (d) Whenever a registration requested pursuant to this Section 7 is for an underwritten offering, the managing underwriter who will be selected to administer the offering shall be selected jointly by the Questor Holders and the Existing Investors in any registration in which both are participating and otherwise by the Initiating Holder, and such underwriter shall be reasonably satisfactory to the Company; PROVIDED, that at any time in which either the Questor Holders or the Existing Investors own Registrable Securities constituting less than 5% of the Common Stock of the Company on a fully diluted basis, they will not have a right to participate in the selection of the managing underwriter unless they are the Initiating Holder. (e) Notwithstanding any other provision of this Section 7, if the managing underwriter of an underwritten distribution advises the Company and the Holders of Registrable Securities participating in such registration in writing that in its good faith judgment the number of shares of Registrable Securities requested to be included in such registration exceeds the number of shares of Registrable Securities which can be sold in such offering, then (i) the number of shares of Registrable Securities so requested to be included in such registration shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering and (ii) this reduced number of shares shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities held by such Holders at the time of filing the registration statement. (f) To the extent all shares of Registrable Securities of the Initiating Holders are not included in the registration statement due to the underwriter cutbacks described above, such registration shall not count as a demand registration to which the Initiating Holders are entitled pursuant to subparagraph (b) of this Section 7. (g) If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (h) Notwithstanding any of the foregoing, if the Company shall at any time furnish to each seller of Registrable Securities a certificate signed by the President of the Company (a "DEFERRAL CERTIFICATE") stating that the Company has pending or in process a material transaction (including a financing transaction), the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company, the Company may defer the filing (but not the preparation) of a registration statement to be filed pursuant to this Section 7 for up to 60 days (but the Company shall use its best efforts to register under complete the Securities Act, for public sale in accordance with transaction and file the method registration statement as soon as possible) PROVIDED that the Company shall not be permitted to defer the filing of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and registration statements pursuant to this clause (h) more than once in any notice received from the other Holder within 15 days 120-day period. If, after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offeringa registration statement becomes effective, the Company may designate advises the managing underwriter holders of the registered shares that the Company considers it appropriate for the registration statement to be amended, the holders of such offeringshares shall suspend any further sales of their registered shares until the Company advises them that the registration statement has been amended, subject to and the approval Company will prepare and promptly file with the Commission any required amendment. (i) After receipt of the selling Holders notice of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock requested registration pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c)7, the Company shall not effect any other initiate, without the consent of the Initiating Holder, a registration of any of its Class A Common Stock, whether securities for its own account until 90 days after such registration has been effected or such registration has been terminated. Further, the Company agrees not to effect any public sale or distribution or any sale or distribution pursuant to Rule 144A or Regulation S under the Securities Act of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities within seven days prior to and 90 days (unless advised in writing by the managing underwriter that a longer period, not to exceed 180 days, is required, or such shorter period as the managing underwriter for any underwritten offering may agree) after the effective date of other holdersany registration statement filed pursuant to Section 7 (except as part of such registration or pursuant to a registration on Form S-4 or S-8 or any successor form). In addition, from the Company shall use its commercially reasonable efforts to cause each holder of its equity securities or any securities convertible into or exchangeable or exercisable for any of such securities, issued by the Company at any time after the date of receipt of this Agreement (other than any such securities issued to the public in a notice from the requesting Holders registration or pursuant to this Section 4 until Rule 144A under the completion Exchange Act), to agree not to effect any such public sale or distribution of such securities during such period, except as part of any such registration if permitted, and to cause each such holder to enter into a similar agreement to such effect with the Company, and each of the period of distribution of the registration contemplated therebyparties to this Agreement hereby so agrees.

Required Registration. (a) Commencing two years At any time after the twelve month anniversary of the closing of the Transactions, but subject to Section 7.5.3 of the Merger Agreement, and assuming the Company is eligible to register its securities as a secondary offering on Form S-3 (or a successor form), holders of at least fifty percent (50%) of the then outstanding shares of the Registrable Securities (as defined in Section 8 hereof) may request, in writing, that the Company effect the registration of Registrable Securities owned by such holders on a Form S-3 (or a successor form) that may be used for the registration of Registrable Securities. If the holders initiating the registration intend to distribute the Registrable Securities by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other holders to participate shall be conditioned on such holders’ participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all holders of the Registrable Securities and holders of Common Stock who have been granted registration rights. Such holders shall have the right, by giving written notice to the Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration a number of their securities, including the Registrable Securities, as such holders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the securities, including the Registrable Securities, requested to be registered by all holders may not be included in the offering, then the number of shares to be included in such offering shall be reduced, and shares shall be excluded from such offering in a number deemed necessary by such managing underwriter. In the event an exclusion of shares is necessary, subject to priority rights, if any, of holders of shares subject to registration rights agreements dated prior to the date hereof, either Holder may request the Company to register under the Securities Act all or if any portion of the Restricted Stock held by such requesting Holder for sale in the manner specified in such notice(“Prior Registration Rights Holders”), it being understood that the Company shall only include shares in such registration in the following order: (i) first, the securities of the Prior Registration Rights Holders; (ii) second, the securities of the Purchasers or their successors or assigns where such persons hold Registrable Securities; and (iii) third, the other securities requested to be obligated included therein by the other holders of the Company securities requested to register be included in such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder. To the extent that all of the Registrable Securities requested to be included in the underwritten offering cannot be included, holders of Registrable Securities shall participate in such offering pro rata, based on the number of shares of Class A Common StockRegistrable Securities each holder proposed to include. Such notice shall not Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration (on a form that may be effective unless used for the requesting Holder provides registration of the other Holder with a copy thereof (unless such notice is jointly given by both Holders)Registrable Securities) of all the Registrable Securities which the Company has been requested to so register. (b) Promptly following receipt The Company shall not be required to effect more than one registration pursuant to the first sentence of paragraph (a) above; provided, however, in the event of a proration pursuant to the foregoing paragraph (a) which results in any Purchaser and/or other holders of Registrable Securities having less than all of the requested securities being included in a current registration, then, to the extent of such unincluded Registrable Securities, each of the Purchasers and/or other holders of Registrable Securities shall receive an additional demand registration right upon the expiration of any notice under Section 4(ablackout period, upon the request of the holders of fifty percent (50%) of the remaining Registrable Securities, and the Company shall be obligated to file an additional registration statement on Form S-3 (or a successor form), which registration statement shall contain a current prospectus, relating to the Registrable Securities; and (ii) the Company shall use its best efforts to register under effect the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt registration of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received Registrable Securities as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant theretopromptly as practicable thereafter. (c) The Company Registration Expenses (as defined in Section 4) shall be entitled paid by the Company with respect to include in all registrations effected pursuant to this Section. (d) The Company may delay the filing or effectiveness of any registration statement referred for a period of up to in 120 days after the date of a request pursuant to this Section 4, for sale in accordance with 1 if at the method time of disposition specified by the requesting Holders, shares of Class A Common Stock such request to be sold by register Registrable Securities: (i) the Company for its own account, except as and is engaged or has fixed plans to the extent that, in the opinion engage within thirty (30) days of the managing underwriter, if such method time of disposition shall be an the request in a firm commitment underwritten public offering, such inclusion would adversely affect or (ii) the marketing Company furnishes to the Purchasers and other holders of Registrable Securities requesting registration a certificate signed by a senior executive officer of the Restricted Stock Company stating that the Company is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, is a material non-public event which would be adversely affected by the requested registration to be soldthe material detriment of the Company. Except as provided in this paragraph (c)In such case, the Company shall may at its option direct that such request be delayed for a period not effect any other registration in excess of its Class A Common Stock, whether for its own account 120 days from the effective date of such offering or that of other holders, from the date of receipt commencement of a notice from such other material activity, as the requesting Holders pursuant to case may be, provided, however, the Company may not utilize the right set forth in this Section 4 until the completion of the period of distribution of the registration contemplated therebyclause (ii) more than once in any 12-month period.

Required Registration. (a) Commencing two years after the date hereofAt any time you may, either Holder may request by notice to the Company to (the "Registration Notice") request that it register for sale under the Securities Act Act, in the manner specified in your Registration Notice, all or any portion of the Restricted Stock held by Option Shares that you have purchased, or will purchase on or before the effective date of such requesting Holder for registration statement, or, provided that deferral of the date of purchase to the closing date of sale of such shares in the manner specified in contemplated by the proposed registration will not disqualify the offering from registration on Form S-3 (or any successor to such noticeform), it being understood that the Company shall only be obligated then on such closing date pursuant to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)exercise. (b) Promptly following receipt of any notice under Section 4(a), your Registration Notice the Company shall commence to prepare and, unless it elects to purchase all of the Option Shares specified in such Registration Notice through the procedures specified in Section 10(e) below, shall file a registration statement under the Securities Act for the sale of the Option Shares specified in such Registration Notice (less any shares to be purchased pursuant to Section 10(e) below) and shall use its best efforts to register under cause such registration statement to become effective and to remain in effect for the Securities Act, Required Effective Period for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holdersby you, the number of shares of Restricted Stock Option Shares specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; Registration Notice, provided, however, that if the Company shall not be required to file a "shelf" registration except on Form S-3 (or any successor to such Form). The "Required Effective Period" shall be the greater of (A) the 180 day period following the effective date of such registration statement; and (B) unless the proposed method plan of -------- ------- disposition specified by the requesting Holders shall be an distribution involves a firm commitment underwritten public offering, the period required to dispose of all of the shares included in such registration statement assuming the sale in each three month period of the maximum number of shares of Restricted Stock permitted to be included in such an offering may be reduced pro rata between sold under the requesting Holders --- ---- based on the number limitations of shares Section 14 of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be soldthis Agreement. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall not be obligated to register Restricted Stock Option Shares pursuant to this Section 4 10 (i) on two more than three occasions onlyin the aggregate; (ii) on more than one occasion in any period of twelve consecutive months with respect to shares acquired on exercise of any options acquired by any person at any time under the Harpo Agreement (including any existing or subsequent amendments to that agreement); or (iii) at any time when the registration, offering or sale of Option Shares would violate any law, rule or regulation. Notwithstanding anything For purposes of the foregoing sentence, a registration under this Option or under the option agreement issued on this same date to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be aggregated and any request for registration given by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to this Section 10 shall, as a condition to its effectiveness, be confirmed in writing by ▇▇▇▇▇ ▇▇▇▇▇▇▇ (if she is then competent to give such confirmation). In addition, if, in the contrary contained hereingood faith opinion of the Board of Directors of the Company, registration would materially interfere with pre-existing contractual obligations to which the Company is then subject or financing arrangements or other material transactions involving the Company or any of its material subsidiaries are pending at the time the Registration Notice is given, or are under active consideration by the Company, the Company may elect to defer registration for such period of time, in no event in excess of one hundred twenty (120) days from the date on which the Registration Notice was given, as in the good faith judgment of the Board of Directors of the Company is necessary in order to preclude adverse impact upon such financing or other transaction. In the event of such deferral, if the shares to be registered are to be acquired on exercise of this Option following the date of such Registration Notice, the date on which the Option was exercised shall, for purposes of Section 2 and 7(d) hereof, be deemed to be the date on which the Registration Notice was given. The obligation of the Company under this Section 4 10 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock option Shares specified in notices received as aforesaid, for sale in accordance with the method of disposition specified your Registration Notice and not purchased by the requesting Holders, Company pursuant to Section 10(e) below shall have become effective and, (X) if such the method of disposition you specify is a firm commitment underwritten public offeroffering, all such shares Option Shares shall have been sold pursuant thereto. ; or (cY) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if it is not such method of disposition shall be an underwritten public offering, such inclusion would adversely affect has remained in effect for the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account required Effective Period specified herein or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated therebyshares covered thereby is completed, whichever is shorter.

Required Registration. (a) Commencing two years after the date hereof, either Holder may request If and whenever the Company shall receive a written request therefor from Initiating Holders, the Company agrees to register prepare and file promptly a registration statement under the Securities Act covering the shares of Registrable Securities which are the subject of such request and agrees to use its best efforts to cause such registration statement to become effective as expeditiously as possible. Upon the receipt of such request, the Company agrees to give prompt written notice to all or any portion Holders of the Restricted Stock held by Registrable Securities that such requesting Holder for sale in the manner specified registration is to be effected. The Company agrees to include in such notice, registration statement such shares of Registrable Securities for which it being understood that the Company shall only be obligated has received written requests to register such shares by the Holders thereof within thirty (30) days after the receipt of Class A Common Stock. Such written notice shall not be effective unless from the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders)Company. (b) Promptly following receipt of any notice under Section 4(a), the Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offering, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock prepare, file and cause to become effective only two registration statements pursuant to this Section 4 2, excluding registration statements on two occasions onlyForm S-3 which shall not count for purposes of this limitation. Notwithstanding anything The Company shall not be obligated to the contrary contained herein, the obligation of the Company effect more than one registration on Form S-3 under this Section 4 2 during any six-month period and shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaidobligated to prepare, for sale in accordance with the method of disposition specified by the requesting Holders, shall have file and cause to become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold only six registration statements on Form S-3 pursuant theretoto this Section 2. (c) The Company shall not be entitled required by this Section 2 to effect a registration of Registrable Securities pursuant to any registration statement, other than on Form S-3, unless the proposed public offering price of the securities to be included in such registration shall be at least $2.5 million (before deducting underwriting discounts and commissions). A registration under this Section 2 shall be on a form selected by the Holders of a majority of the shares of Registrable Securities to be included in such registration. (d) If the Holders initiating a request for the registration of Registrable Securities pursuant to this Section 2 intend to distribute the Registrable Securities covered by their request by means of an underwriting, they agree to provide the Company with the name of the managing underwriter or underwriters (the "managing underwriter") that a majority interest of the Initiating Holders requesting such registration propose to employ, as a part of their request made pursuant to this Section 2, and the Company agrees to include such information in any registration statement its written notice referred to in Section 2(a). In such event the right of any Holder to registration pursuant to this Section 4, for sale 2 shall be conditioned upon such Holder's participation in accordance with such underwriting and the method inclusion of disposition specified by such Holder's Registrable Securities in the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and underwriting to the extent thatrequested (unless otherwise mutually agreed by the Holders of a Majority of the Registrable Securities initiating such request for registration and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting agree to enter into (together with the Company) an underwriting agreement with the underwriter or underwriters selected for such underwriting, in the opinion manner set forth above, provided that such underwriting agreement is in customary form and is reasonably acceptable to the Holders of a majority of the shares of Registrable Securities to be included in such registration. (e) Notwithstanding any other provision of this Section 2, if the managing underwriter of an underwritten distribution advises the Company and the Holders of Registrable Securities participating in such registration in writing that in its good faith judgment the number of shares of Registrable Securities requested to be included in such registration exceeds the number of shares of Registrable Securities which can be sold in such offering, then (i) the number of shares of Registrable Securities so requested to be included in such registration shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering and (ii) this reduced number of shares shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities held by such Holders at the time of filing the registration statement. Those Registrable Securities and other securities which are excluded from the underwriting by reason of the managing underwriter, if 's marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such method of disposition registration and shall be an withheld from the market by the Holders thereof for a period, not to exceed one hundred and eighty (180) days, which the managing underwriter reasonably determines is necessary to effect the underwritten public offering, such inclusion would adversely affect . (f) If the marketing managing underwriter has not limited the number of the Restricted Stock Registrable Securities to be sold. Except as provided in this paragraph (c)underwritten, the Company shall not effect any and, subject to the requirements of Section 7 hereof, other registration holders of its Class A Common Stock, whether the Company's securities may include securities for its (or their) own account or that in such registration if the managing underwriter so agrees and if the number of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the Registrable Securities which would otherwise have been included in such registration contemplated therebyand underwriting will not thereby be limited.

Required Registration. (a) Commencing two years At any time following 90 days after the date hereofEffective Date, either Holder may if (x) a Stockholder of, or (y) a group of Stockholders that holds in the aggregate, at least 10% of the Registrable Shares then outstanding (the "Requesting Stockholders") shall request that the Company Corporation effect the registration of Registrable Shares under the Securities Act, the Corporation shall promptly give written notice to the other Stockholders of its requirements to so register such offering and, upon the written request, delivered to the Corporation within 30 days after delivery of any such notice by the Corporation, of the other Stockholders to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Corporation shall promptly use its commercially reasonable best efforts to effect the registration under the Securities Act all or any portion of such Registrable Shares. Notwithstanding the Restricted Stock held by foregoing, no such requesting Holder request for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not registration on a Form S-1 will be effective hereunder unless the requesting Holder provides Registrable Shares proposed to be sold by the other Holder with Requesting Stockholders have a copy thereof (unless such notice is jointly given by both Holders)market value of at least $5,000,000. (b) Promptly following receipt of any notice under Notwithstanding anything contained in this Section 4(a)2 to the contrary, the Company Corporation shall use its best efforts not be obligated to register effect any registration under the Securities Act, for public sale Act except in accordance with the method following provisions: (i) The Corporation shall not be obligated to use its commercially reasonable best efforts to file and cause to become effective more than three Registration Statements which are initiated pursuant to Section 2(a) above on Form S-1 promulgated under the Securities Act (or any successor form thereto); provided, however if the Requesting Stockholders are unable to sell at least 90% of disposition specified the Registrable Shares requested by such Requesting Stockholders to be included in any registration pursuant to Section 2(a) as a result of an underwriter's cutback pursuant to Section 2(b)(iii), then such registration shall not count as a requested registration for purposes of this Section 2(b)(i). (ii) The Corporation may delay the filing or effectiveness of any registration statement for a period of up to 30 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request: (x) the Board has decided to effect a registered underwritten public offering of Primary Shares in which the holders of Registrable Shares have been or will be permitted to include all the Registrable Shares so requested to be registered pursuant to Section 3 and the Corporation has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (y) the Board reasonably determines that such registration and offering would interfere with any Material Transaction; provided, however, that the Corporation shall only be entitled to invoke its rights under this Section 2(b)(ii) one time in any 12 month period. (iii) With respect to any registration pursuant to Section 2(a), the Corporation shall give notice of such registration to the Stockholders that do not request registration hereunder and the Corporation shall include in such notice from the requesting Holder registration any Primary Shares or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt of such notice from the requesting HolderOther Shares so requested; provided, however, that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares, Primary Shares and/or Other Shares proposed method of -------- ------- disposition specified by the requesting Holders shall be an underwritten public offering, the number of shares of Restricted Stock to be included in such an offering may registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be reduced pro rata between the requesting Holders --- ---- based on included in such registration, then the number of shares Registrable Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Restricted Stock so Registrable Shares requested to be registered if and by each such holder); (B) second, the Primary Shares; and (C) third, the Other Shares (iv) At any time before the Registration Statement covering such Registrable Shares becomes effective, Stockholders holding a majority of such Registrable Shares may request that the Corporation withdraw or not file the Registration Statement. In that event, unless such request was caused by, or made in response to, (a) a material adverse effect or a similar event related to the extent that business, properties, condition, or operations of the managing underwriter Corporation not known (without imputing the knowledge of any other Person to such holders) by the Stockholders initiating such request at the time their request was made, or other material facts not known to such Stockholders at the time their request was made, or (b) a material adverse change in the financial markets, the holders shall be deemed to have request a registration under Section 2(a), for purposes of the opinion Section 2(b)(i); provided, however, that such inclusion would adversely affect withdrawn registration shall not count as requested Registration Statement pursuant to Section 2(a) for purposes of Section 2(b)(i) above if the marketing of Corporation shall have been reimbursed (pro rata by the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the selling Holders of Requesting Stockholders holding a majority of the Restricted Stock included Registrable Shares requested to be registered or in such other proportion as the offering, which approval Requesting Stockholders or the other Stockholders may agree) for all out-of-pocket expenses incurred by the Corporation in connection with such withdrawn registration. (v) A registration shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock count as a requested registration pursuant to this Section 4 on two occasions only2(a) for purposes of Section 2(b)(i) until it has become effective. Notwithstanding anything to If, after it has become effective, (a) such Registration Statement has not been kept continuously effective for a period of at least 60 days (or such shorter period which will terminate when all the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified Registrable Shares covered by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall Registration Statement have been sold pursuant thereto. ), (b) such registration requested pursuant to Section 2(a) becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (c) The Company shall be entitled the conditions to include closing specified in any the underwriting agreement entered into in connection with such registration statement referred to in this Section 4are not satisfied or waived, for sale in accordance with the method other than by reason of disposition specified some act or omission by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offeringRequesting Stockholders, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company registration shall not effect any other count as a requested registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion 2(a) for purposes of the period of distribution of the registration contemplated therebySection 2(b)(i).

Required Registration. If on any one occasion one or more holders of not less than fifty-one percent (a51%) Commencing two years after of the date hereof, either Holder may request Registrable Shares then outstanding (including as outstanding for this purpose shares of Common Stock issuable upon exercise or conversion of outstanding Registrable Shares) shall notify the Company in writing that it or they intend to register under the Securities Act all offer or any portion of the Restricted Stock held by such requesting Holder cause to be offered Registrable Shares for sale in the manner specified in such notice, it being understood that the Company shall only be obligated to register shares of Class A Common Stock. Such notice shall not be effective unless the requesting Holder provides the other Holder with a copy thereof (unless such notice is jointly given by both Holders). (b) Promptly following receipt of any notice under Section 4(a)public sale, the Company shall will so notify all holders of Registrable Shares. Upon written request of any holder of Registrable Shares given within 15 days after the receipt by such holder from the Company of such notification, the Company will use its best efforts to register cause such of the Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under the Securities ActAct as expeditiously as possible, for public sale at the expense of the Company. If the Company determines to include shares to be sold by it in accordance any registration requested pursuant to this Section 3, such registration shall be deemed to be a registration under Section 2 hereof rather than under this Section 3. In any registration pursuant to this Section 3, the Company shall not have a right to include any Company shares in such registration statement unless Holders of a majority of the Registrable Shares included in such registration statement shall have given their consent. Notwithstanding the foregoing, (a) the Company shall not be obligated to file a registration statement pursuant to this Section 3 during the period beginning with the method date 60 days prior to the Company's estimated (in good faith) date of disposition specified filing of, and ending on a date four months following the effective date of, a registration statement (whose preparation was in such notice from progress at the requesting Holder or Holders, the number of shares of Restricted Stock specified in such notice and in any notice received from the other Holder within 15 days after its receipt beginning of such notice from the requesting Holder; provided, however, that if the proposed method of -------- ------- disposition specified by the requesting Holders shall be 60-day period) pertaining to an underwritten public offeringoffering of securities of the Company, provided that the Company is actively employing in good faith all reasonable efforts through such period to cause such registration statement to become effective; and (b) if the Board of Directors of the Company reasonably determines that immediate registration of such Registrable Shares could have a material adverse effect upon the Company, the number Company may delay commencement of shares registration for up to three months after receipt of Restricted Stock a request for registration as referenced above. If the Company elects to delay filing of a registration statement for such reason, the holders of a majority of the Registrable Shares requesting to be included in the registration shall have the right to withdraw such an offering may request, which withdrawn request shall be reduced pro rata between the requesting Holders --- ---- based on the number of shares of Restricted Stock so deemed not to have been made. Any registration requested pursuant to this Section 3 that shall not have become effective shall not be deemed to be registered if and a registration under this Section 3 unless such registration has not become effective solely as a result of any act or omission of the holders of Registrable Shares. The holders of the majority of the Registrable Shares to the extent that be included in any registration pursuant to this Section 3 which is underwritten shall select the managing underwriter shall be of for the opinion that such inclusion would adversely affect the marketing of the Restricted Stock to be sold. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, offering subject to the approval of the selling Holders of a majority of the Restricted Stock included in the offeringCompany, which approval shall not be unreasonably withheld. The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on two occasions only. Notwithstanding anything to the contrary contained herein, the obligation of the Company under this Section 4 shall be deemed satisfied only when a registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting Holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offer, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting Holders, shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter, if such method of disposition shall be an underwritten public offering, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except as provided in this paragraph (c), the Company shall not effect any other registration of its Class A Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from the requesting Holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.