Common use of Demand Registration Clause in Contracts

Demand Registration. (i) At any time, each Affiliated Holder shall have, to the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Notice.

Demand Registration. (ia) At any time, each Affiliated Holder shall have, Subject to the extent it holds Registrable Securitiesprovisions hereof, at any time on or after the date that is 180 days after the Closing Date, the option and right, exercisable Holders of a majority of Registrable Securities shall have the right to require the Company to file a Registration Statement registering for sale all or part of their respective Registrable Securities under the Securities Act (a “Demand Registration”) by delivering a written notice request therefor to the Company (an “Affiliated Holder Demand Notice”), to require i) specifying the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale number of Registrable Securities to be included in such registration by such Holder or Holders, (ii) specifying whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis intended method of disposition thereof is pursuant to Rule 415 pursuant an Underwritten Offering (as defined below), and (iii) containing all information about such Holder required to a Shelf be included in such Registration Statement in accordance with applicable Law. As soon as practicable after the receipt of such demand, the Company shall (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth x) promptly notify all Holders from whom the number request for registration has not been received and type (y) use reasonable best efforts to effect such registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities Laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of the Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are Company has been so requested to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distributionregister; provided, a “Resale Distribution”)however, Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Holders shall not make a request for a Demand Registration under this Section 3.2(a) for Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distributionhaving an anticipated aggregate offering price of less than $5,000,000, and (ii) offers such Limited Partner the right Holders will not be entitled to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if require the Company has received a written request for inclusion therein from such Limited Partner within to effect more than three (3) Business Days after Demand Registrations in the aggregate under this Agreement, and (iii) the Company receives the Affiliated Holder will not be obligated to effect more than one (1) Demand NoticeRegistration in any six (6) month period.

Demand Registration. (ia) At any time, each Affiliated Holder shall have, Subject to the extent it holds Registrable Securitiesprovisions hereof, at any time on or after the date that is 180 days after the Closing Date (as defined in the Merger Agreement), the option and right, exercisable Holders of a majority of Registrable Securities shall have the right to require the Company to file a Registration Statement registering for sale all or part of their respective Registrable Securities under the Securities Act (a “Demand Registration”) by delivering a written notice request therefor to the Company (an “Affiliated Holder Demand Notice”), to require i) specifying the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale number of Registrable Securities to be included in such registration by such Holder or Holders, (ii) specifying whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis intended method of disposition thereof is pursuant to Rule 415 pursuant an Underwritten Offering (as defined below), and (iii) containing all information about such Holder required to a Shelf be included in such Registration Statement in accordance with applicable law. As soon as practicable after the receipt of such demand, the Company shall (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth x) promptly notify all Holders from whom the number request for registration has not been received and type (y) use reasonable best efforts to effect such registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of the Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are Company has been so requested to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distributionregister; provided, a “Resale Distribution”)however, Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Holders shall not make a request for a Demand Registration under this Section 4.2(a) for Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distributionhaving an anticipated aggregate offering price of less than $5,000,000, and (ii) offers such Limited Partner the right Holders will not be entitled to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if require the Company has received a written request for inclusion therein from such Limited Partner within to effect more than three (3) Business Days after Demand Registrations in the aggregate under this Agreement, and (iii) the Company receives the Affiliated Holder will not be obligated to effect more than one (1) Demand NoticeRegistration in any six (6) month period.

Demand Registration. At any time after the day that begins one year after the Effective Date and on or before the end of the day that is five years after the Effective Date, upon written, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, from any Holder or Holders (the "Requesting Holders") of that number of Warrants and/or Warrant Shares which in the aggregate shall constitute a majority of all Warrant Shares issued or issuable under this Agreement (excluding Warrant Shares which have been previously sold, transferred or otherwise disposed of in a registered public offering, pursuant to Rule 144 under the Act, as such rule may be amended from time to time, or pursuant to Regulation S under the Act, as such Regulation may be amended from time to time, or which in the opinion of both counsel to the Company and counsel to the Requesting Holders may otherwise then be publicly sold without registration under the Act), that such Holder or Holders request the registration under the Act of any of the Warrant Shares, the Company shall (i) At any time, each Affiliated Holder shall have, to the extent it holds Registrable Securities, the option and right, exercisable by delivering a written immediately give notice to the Company other Holders and afford them the opportunity to participate in the registration statement and (an “Affiliated Holder Demand Notice”)ii) as promptly as possible after the receipt of such notice from the Requesting Holders, but in any event within 60 days of the receipt of such notice, and solely at its cost and expense, file a registration statement with respect to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale or other disposition of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited PartnersWarrant Shares with respect to which it shall have received such notice. Such registration statement may, if the Company satisfies the applicable requirements, be made on Form S-3. If a registration requested pursuant to this Section 3(c) on is an underwritten registration, the terms Company and conditions specified in other holders of securities of the Affiliated Holder Demand Notice, which Company may include sales on a delayed or continuous basis securities in such registration without the written consent of the Holders of the Warrant Shares for which registration has been requested pursuant to Rule 415 this Section 3(c) if, but only if, the managing underwriters of such registration advise the participating Holders of Warrant Shares in writing that in their opinion such inclusion will not materially affect the successful marketing of the Warrant Shares. The Holders shall not be deemed to have effected a demand registration pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth this Section 3(c) unless and until the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registrationregistration statement is declared effective. The Company shall use commercially reasonable efforts be obligated to include any Registrable Securities file only one registration statement pursuant to be received by this Section 3(c) which becomes effective, whether or not the registration statement at the time it becomes effective covers all or a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if portion of the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand NoticeWarrant Shares.

Demand Registration. (a) (i) At Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any timetime after the date that the Company becomes a registrant under the Exchange Act, each Affiliated any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have, to have the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice given to the Company (an a “Affiliated Holder Demand Notice”), to require request the Company, pursuant Company to the terms of register under and subject to the limitations contained in this Agreement, to prepare and file accordance with the Commission a Registration Statement registering provisions of the offering and sale Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that (whether by x) the Affiliated Holder directly or indirectly by Limited Partners) on estimated fair market value of the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are requested to be distributed by Eclipse Holdings registered is equal to one at least $10 million (or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the entire amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in then owned by the Resale DistributionHolders if the estimated fair market value of the remaining Registrable Securities is less than $10 million), and (iiy) offers prior to the time the Company is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Limited Partner Holder(s), in the aggregate, shall only be entitled to one Demand Registration per calendar year pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to include request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that the estimated fair market value of the Registrable Securities requested to be registered is at least $10 million (but not or the entire amount of Registrable Securities then owned by the Holders if the estimated fair market value of the remaining Registrable Securities is less than all$10 million), provided, however, that there shall be no more than five (5) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts Registrations pursuant to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticethis Agreement.

Demand Registration. The Company may include in a Demand Registration Registrable Securities for the account of the Demanding Holders and shares of Common Stock for the account of the Company or other shareholders exercising contractual piggy-back registration rights or other shareholders, on the same terms and conditions as the Registrable Securities are included therein for the account of the Demanding Holders; provided, however, that (i) At if the managing underwriter(s) of any timeunderwritten offering that is the subject of such Demand Registration have informed the Company in writing that in their opinion the total number of securities that the Demanding Holders, each Affiliated Holder the Company and any other shareholders intend to include in such offering exceeds the number that can be sold in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included therein, then (x) the number of Registrable Securities to be offered for the account of any stockholders, other than the Demanding Holders, shall havebe reduced (to zero, if necessary) pro rata in proportion to the respective number of Registrable Securities requested to be registered by such shareholders; and (y) thereafter, if necessary, the number of Registrable Securities to be offered for the account of the Company shall be reduced (to zero, if necessary), to the extent it holds Registrable Securities, necessary to reduce the option and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale total number of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant requested to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder offering to the number of Registrable Securities, if any, recommended by such managing underwriter(s) (and if the number of Registrable Securities to be offered for the account of shareholders other than the Demanding Holders and for the account of the Company has been reduced to zero, and the number of Registrable Securities requested to be included in such offering by the Demanding Holders exceeds the number of Registrable Securities recommended by such managing underwriter(s), then the number of Registrable Securities to be offered for the account of the Demanding Holders shall be reduced pro rata in proportion to the respective number of Registrable Securities requested to be registered by the Demanding Holders); and (ii) if the offering that is the subject of such Demand Registration is not underwritten, only Demanding Holders, and no other party (including the intended methods of disposition thereof. If Company), shall be permitted to include Registrable Securities are in such Demand Registration unless the Demanding Holders owning a majority of the Registrable Securities included in such Demand Registration consent in writing to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale inclusion of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticetherein.

Demand Registration. (ia) At If, at any timetime following the date on which the Company shall have registered any of its securities (including registration of shares held by persons other than "Holders" hereunder) under the Exchange Act (unless such registration is in connection with a firmly underwritten initial public offering of the Company's Common Stock (an "IPO"), then, at any time more than 180 days after the effectiveness of such IPO), (x) the Holders of Registrable Securities representing a majority of such Registrable Securities and (y) the holders of a majority of the shares of Series 3 Preferred Stock, each Affiliated Holder shall have, have the right (which right is in addition to the extent it holds Registrable Securities, the option registration rights under Sections 2.3 and right2.4 hereof), exercisable by delivering a written notice to the Company (an “Affiliated Holder the "Demand Notice”"), to require have the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to Company prepare and file with the Commission SEC, in the case of the Holders of Registrable Securities representing a Registration Statement registering majority of such Registrable Securities on two (2) occasions (provided that two or more registration statements filed in response to one Demand Notice shall be counted as one occasion) and in the case of holders of a majority of the shares of Series 3 Preferred Stock on one (1) occasion (provided that two or more registration statements filed in response to one Demand Notice shall be counted as one occasion), a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and Holders' Counsel, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Registrable Securities (whether which may be an underwritten offering if so demanded) and cause such registration statement to be declared effective by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in SEC within 120 days after such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registrationfiling. The Company shall use commercially reasonable efforts give written notice (a "Registration Notice") of any registration request under Section 2.2(a) to include any all other Holders of the Registrable Securities within ten (10) days from the date of receipt of the Demand Notice. The Company will, as expeditiously as reasonably possible, register the number of shares specified in the Demand Notice and in notices received from any other Holders of the Registrable Securities who notify the Company within ten (10) days after receiving the Registration Notice; provided that the Company shall have the right to be received by a Limited Partner upon a Resale Distribution in delay or suspend the effectiveness of such Affiliated Holder Demand Registration registration request: (i) for such reasonable period of time until the Company receives or prepares financial statements for the fiscal period most recently ended prior to such written request, if necessary under applicable securities laws to avoid the use of stale financial statements, (ii) if the Company has received would be required to divulge in such registration statement the existence of any fact relating to a written request for inclusion therein from such Limited Partner within three material business situation, transaction or negotiation not otherwise required to be disclosed, or (3iii) Business Days after if the Board of Directors of the Company receives shall determine in good faith that the Affiliated Holder Demand Noticeregistration to be effected would not be in the best interest of the Company, in each such case the Company shall have the right to delay such filing for a period of no longer than ninety (90) days (provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period).

Demand Registration. (ia) At any timeExcept as provided in Section 2.2(b) below, each Affiliated Holder shall have, to upon the extent it holds Registrable Securities, written request of the option and right, exercisable by delivering a written notice to Holders owning not less than ten percent (10%) of the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will Company effect pursuant to this Agreement the registration of the resale of the Registrable Securities under the Securities Act (which request shall specify the Registrable Securities so requested to be included in registered by each such Affiliated Holder Demand Registration Holder, the Proposed Amounts thereof and the intended methods method of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”Holders), Eclipse Holdings shall deliver a written notice the Company will, as expeditiously as reasonably possible, use its best efforts to each Limited Partner effect the registration under the Securities Act of the resale of the Proposed Amount of Registrable Securities, for disposition in accordance with the intended method of disposition stated in such request; provided, however that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner if in the Resale Distributiongood faith judgment of the Board of Directors of the Company, such registration would be detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) offers the Company shall furnish to such Limited Partner Holders a certificate signed by an executive officer of the Company that the Board of Directors of the Company has made such a determination and that it is, therefore, necessary to defer the filing of such registration statement, then the Company shall have the right to include all (but defer such filing for the period during which such registration would be detrimental, provided that the Company may not less defer the filing for a period of more than all) 120 days after receipt of the request of such Registrable Securities in the Affiliated Holder Demand RegistrationHolders. The Company shall use commercially reasonable efforts be entitled to include in any registration statement filed pursuant to this Section 2.2: (A) securities of the Company held by any other security holder of the Company, and (B) in an underwritten public offering, securities of the Company to be sold by the Company for its own account, except as and to the extent that (x) 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 Registrable Securities to be received sold by such Holders or (y) in the reasonable opinion of such Holders owning a Limited Partner upon majority of the Proposed Amount of Registrable Securities (if such method of disposition is not an underwritten public offering), such inclusion would adversely affect the price at which such Registrable Securities may be sold pursuant to the plan of distribution; provided, however, that if, after such registration statement has been filed, the managing underwriter believes that the inclusion of all securities requested to be included in the proposed underwritten public offering would adversely affect the marketing of the Registrable Securities or, in the case of a Resale Distribution distribution that is not an underwritten public offering, if such Holders owning a majority of the Proposed Amount of Registrable Securities reasonably believe that the inclusion of all securities requested to be included in such Affiliated Holder Demand Registration if registration statement would adversely affect the price at which the Registrable Securities may be sold pursuant to the plan of distribution, then the aggregate amount of securities to be offered by the Company has received a written request for inclusion therein from and such Limited Partner within three (3) Business Days after other security holders of the Company receives shall be reduced so as to permit the Affiliated Holder Demand Noticeoffering of all Registrable Securities requested by all the Holders of the entire Proposed Amount of Registrable Securities without such adverse effects.

Demand Registration. (a) At any time after the earlier of (i) At any timefive (5) years from the date of this Agreement and (ii) one hundred eighty (180) days after the initial public offering of the Company’s Common Stock pursuant to an effective registration under the Securities Act, each Affiliated the holders (excluding the Key Holder) of at least fifty percent (50%) of the Registrable Securities then outstanding (excluding Key Holder shall have, to the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to ) may notify the Company that they intend to offer or cause to be offered for public sale at least fifty percent (an “Affiliated 50%) of the Registrable Securities then outstanding (excluding Key Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale Registrable Securities) or any lesser number of Registrable Securities (whether by excluding Key Holder Registrable Securities) if the Affiliated Holder directly or indirectly by Limited Partners) on anticipated aggregate sale price, net of underwriting discounts and commissions, if any, would exceed $10,000,000. Upon receipt of such request, the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant Company shall promptly deliver notice of such request to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of all Stockholders holding Registrable Securities that who shall then have thirty (30) days to notify the Affiliated Holder anticipates will Company in writing of their desire to be included in such Affiliated Holder Demand Registration registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon such Person’s participation in such underwritten public offering and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale inclusion of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Person’s Registrable Securities in the Affiliated Holder Demand Registrationunderwritten public offering to the extent provided herein. The Company shall will use commercially its reasonable best efforts to include expeditiously effect (but in any event no later than thirty (30) days after such request) the registration of all Registrable Securities to be received by a Limited Partner upon a Resale Distribution whose holders request participation in such Affiliated Holder Demand Registration if registration under the Securities Act, but only to the extent provided for in this Agreement; provided, however, that the Company has received shall not be required to effect registration pursuant to a written request under this Section 2(a) more than two (2) times for inclusion therein from such Limited Partner the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2(a) within three ninety (390) Business Days days after the effective date of a registration statement filed by the Company receives covering a firm commitment underwritten public offering in which the Affiliated Holder Demand Noticeholders of Registrable Securities shall have been entitled to join pursuant to Section 4 and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration under this Section 2(a) unless and until the registration statement relating to such registration has been declared effective by the Commission; provided, however, that a majority in interest of the participating holders of Registrable Securities may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) but has not yet been declared effective, and a majority in interest of such holders may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 2(a).

Demand Registration. (i) At any time, each Affiliated Holder shall have, to the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant 2.1 Registration Other Than on Form F-3 or Form S-3. Subject to the terms of and subject to the limitations contained in this Agreement, at any time or from time to prepare and file with time after the Commission earlier of (i) the third (3rd) anniversary of the Closing or (ii) the date that is six (6) months after the consummation of the IPO, any Holder of fifty percent (50%) of the Registrable Securities or Holders of fifty percent (50%) of the Registrable Securities then outstanding may request in writing that the Company effect a Registration Statement registering the offering and sale of Registrable Securities (whether by together with the Affiliated Holder directly or indirectly by Limited PartnersRegistrable Securities which the other Holders elect to include in such Registration) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant any internationally recognized exchange that is reasonably acceptable to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”)such Initiating Holders. The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale Upon receipt of such Registrable Securities directly by such Limited Partners as Selling Stockholders a request, the Company shall promptly (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a x) give written notice of the proposed Registration to each Limited Partner that all other Holders (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner all other Holders shall have the right to include all join such Registration) and (but not less than ally) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to be received by a Limited Partner upon a Resale Distribution in join such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three fifteen (315) Business Days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may request. The Company receives shall be obligated to consummate no more than three (3) Registrations pursuant to this Section 2.1 that have been declared and ordered effective; provided that if the Affiliated Holder Demand NoticeRegistrable Securities sought to be included in the Registration pursuant to this Section 2.1 are not fully included in the Registration for any reason other than solely due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1.

Demand Registration. (a) Subject to the provisions of Section 2.7, at any time and from time to time on or after the date hereof, each of (i) At any time, each Affiliated Holder shall have, to the extent it holds Gores Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, Securities held by the option and right, exercisable by delivering a written notice to Gores Holders (the Company (an “Affiliated Holder Demand NoticeGores Demanding Holders”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file (ii) AGSA (together with the Commission Gores Demanding Holders, the “Demanding Holders”), may make a written demand for Registration Statement registering the offering and sale of all or part of their Registrable Securities on (whether by the Affiliated Holder directly 1) Form F-1 or indirectly by Limited Partners(2) on the terms and conditions specified if available, Form F-3, which in the Affiliated Holder Demand Noticecase of either clause (1) or (2), which may include sales on be a delayed or continuous basis shelf registration statement filed pursuant to Rule 415 pursuant under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Company shall, promptly following the Company’s receipt of a Demand Notice must set forth the number and type Registration, notify, in writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Affiliated Company, in writing, within ten (10) days after the receipt by the Holder anticipates will of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to Section 2.2(d), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in such Affiliated Holder a Registration pursuant to a Demand Registration and the intended methods Company shall effect, as soon thereafter as practicable, the Registration of disposition thereof. If all Registrable Securities are to be distributed requested by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing Demanding Holders and Requesting Holders pursuant to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Notice.

Demand Registration. (ia) At any time, each Affiliated Holder shall have, In addition to the extent it holds Registrable Securitiesrights provided in Section 2.1, the option and right, exercisable by delivering a written notice Majority Holders shall have the right to request in writing that the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms register all or part of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of such Holders’ Registrable Securities (whether that are not then registered by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf an effective Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale DistributionRequest”), Eclipse Holdings ) (which Request shall deliver a written notice to each Limited Partner that (i) specifies specify the amount of Registrable Securities that Eclipse Holdings estimates distributing intended to be disposed of by such Limited Partner Holders and the intended method of disposition thereof) by filing a Registration Statement with the SEC pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act (or in the Resale Distributionevent that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act provided that such other form shall be converted into a Form S-3 promptly after Form S-3 becomes available to the Company) covering resales by the Holders as selling shareholders (not underwriters) of all or such portion of the Registrable Securities (a “Demand Registration”); provided, however, that (A) if the Company is not eligible to register the Registrable Securities on Form S-3 under the Securities Act, the Company shall be obligated to register the Registrable Securities upon such election only if the Registrable Securities to be registered, in the aggregate, constitute 10% or more of the then-outstanding Registrable Securities that are not registered under an effective Registration Statement, and (B) if the Company is eligible to register the Registrable Securities on Form S-3 under the Securities Act, the Company shall be obligated to register the Registrable Securities upon such election; provided, that (i) there shall not be more than one such request during each of the Company’s fiscal quarterly periods and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution registered must include at least 1,000,000 Common Shares, or, in the aggregate, have an anticipated offering price, net of underwriting discounts and commissions, of more than $5,000,000, calculated in accordance with Rule 457(c) under the Securities Act on the business day preceding such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand NoticeRequest.

Demand Registration. (ia) At any time, each Affiliated Holder shall have, Subject to the extent it holds Registrable Securitiesprovisions of Section 5.2(d) and Section 5.2(e), if at any time after the earlier of four years after the Initial Closing (as defined in the Series E Stock Purchase Agreement) or 180 days after the date the Company first consummates a Public Offering on Form S-1 or Form SB-2, or any successor forms, the option Company shall receive a written request therefor from the record holder or holders of an aggregate of more than 33% of the Registrable Securities (the “Initiating Holders”), the Company shall prepare and rightfile a registration statement under the Securities Act covering such number of Registrable Securities as are the subject of such request, exercisable by delivering provided that such Registrable Securities have an anticipated net aggregate offering price in excess of five million dollars ($5,000,000), and shall use its best efforts to cause such registration statement to become effective. Upon the receipt of a registration request meeting the requirements of this Section 5.2(a), the Company shall promptly give written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type all other record holders of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are registration is to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registrationeffected. The Company shall use commercially reasonable efforts to include any in such registration statement such additional Registrable Securities as such other record holders request within thirty (30) days after the date of the Company’s written notice to them. If (i) the holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section 5.2(a) and the holders of a majority of the shares of Registrable Securities held by the Initiating Holders determine for any reason not to proceed with the registration at any time before the related registration statement has been declared effective by the Commission, (ii) such registration statement, if theretofore filed with the Commission, is withdrawn and (iii) the holders of the Registrable Securities subject to such registration statement agree to bear their own Registration Expenses incurred in connection therewith and to reimburse the Company for the Registration Expenses incurred by it in such connection or if such registration statement, if theretofore filed with the Commission, is withdrawn at the initiative of the Company, then the holders of the Registrable Securities shall not be deemed to have exercised one of their two demand registration rights pursuant to this Section 5.2(a); provided, however, that the holders of Registrable Securities requesting registration shall not be required to reimburse the Company for the Registration Expenses incurred by it in connection with a registration withdrawn at the request of such holders, and the Company shall not be deemed to have prepared, filed or caused to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration effective the registration within the meaning of Section 5.2(c), if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after holders requesting withdrawal of the registration do so in good faith because of material adverse information regarding the Company receives the Affiliated Holder Demand Noticeof which they became aware after requesting registration.

Demand Registration. (ia) At any timetime beginning as of the date hereof, each Affiliated Holder shall have, to Holders of a majority of the extent it holds Registrable Securities may require registration (a “Demand Registration”) under the Securities Act of all or any part of their Registrable Securities, the option and right, exercisable ; provided that each such Demand Registration must be in respect of at least 100,000 shares of Common Stock. Holders may exercise this demand registration right under this Section 2 by delivering giving a written notice request to the Company (an “Affiliated specifying the intended method of disposition of Holders’ Registrable Securities. Within five business days of receipt of such request, the Company shall promptly notify all other Holders of the request. The Holders shall have thirty 30 days after receipt by such Holder Demand Notice”), of such notice from the Company to request that their Registrable Securities be included in the registration with the shares of the Holders initially requiring registration pursuant to this Section 2. Holder will be entitled to require the Company, pursuant up to the terms of two Demand Registrations on Form S-1 and subject unlimited Demand Registrations on Form S-3 (or any respective successor forms). A Demand Registration under this Section 2 shall not be deemed to the limitations contained in this Agreement, to prepare and file with the Commission have been effected or requested (a) unless a Registration Statement registering with respect thereto has become effective and Holder is legally permitted to sell the offering and sale of Registrable Securities (whether by included therein and the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement remains effective for at least 180 consecutive days (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth unless the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one sold within a shorter period, then the Registration Statement shall have remained effective for such shorter period); (b) if after the Registration Statement has become effective, a stop-order, injunction or more Limited Partners to permit order suspending the effectiveness of the Registration Statement is issued or any other limitation, restriction or suspension of the offer or sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities has been imposed and the Registrable Securities covered thereby have not been sold; or (c) if the conditions to be received fulfilled by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after completion of the transactions contemplated by the selling agreement or underwriting agreement related to the registration are not satisfied by the Company receives or waived by the Affiliated Holder Demand Noticeunderwriters.

Demand Registration. If at any time prior to eight (i8) years from the date of the Closing, AER shall receive a written request from Purchaser who is then holding Shares, Conversion Shares, the Warrant and Warrant Shares representing at least 25% of the Common Stock issuable upon conversion of the Shares or exercise of the Warrant that AER file a registration statement under the Securities Act, covering the registration of at least $500,000 of shares of Common Stock owned by Purchaser or "affiliates" or "associates" thereof, as such terms are defined in the Securities Act (collectively the "Third Party Shareholders") At any time, each Affiliated Holder shall have, to the extent it holds Registrable Securities, such shares of Common Stock are not then freely tradable under the option Securities Act. Purchaser and right, exercisable any Third Party Shareholder shall have ten (10) days in which to notify AER of its intention to join in the request to register its shares. Not later than ninety (90) days after receipt by delivering AER of a written notice request for a demand registration pursuant to the Company (an “Affiliated Holder Demand Notice”this Section 4(a), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and AER shall file a registration statement with the Commission relating to the shares as to which such request for a Registration Statement registering demand registration relates (the offering "Requested Shares") and sale of Registrable Securities AER shall use its best efforts to cause the registration statement (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales cover, without limitation, an offering on a delayed or continuous basis open for up to one hundred eighty (180) days pursuant to Commission Rule 415 pursuant 415) for the Requested Shares to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”)become effective under the Securities Act. The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will AER shall be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are obligated to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within effect only three (3) Business Days after registrations pursuant to this Section 4(a) for Purchaser and the Company receives Third Party Shareholders together, and only if the Affiliated Holder Demand Noticeproposed aggregate selling price in any such offering is at least $500,000.

Demand Registration. (a) (i) At A Xxxxxx Xxxxxx or Xxxxxx Holders may request (at any timetime after the Company completes an IPO) by written notice delivered to the Company that the Company register under the Securities Act all or any portion of the Registrable Securities then held by such Xxxxxx Xxxxxx or Xxxxxx Holders (the “Requesting Xxxxxx Holders”), representing in the aggregate not less than fifty percent (50%) of the Registrable Securities held by the Xxxxxx Holders, for sale in the manner specified in such notice (including, but not limited to, an underwritten public offering). In each Affiliated such case, such notice shall specify the number of Registrable Securities for which registration is requested, the proposed manner of disposition of such securities, and the minimum price per share at which the Requesting Xxxxxx Holders would be willing to sell such securities in an underwritten offering. The Company shall, within five (5) Business Days after its receipt of any Requesting Xxxxxx Holders’ notice under this Section 2(a)(i), give written notice of such request to all other Xxxxxx Holders and afford them the opportunity of including in the requested registration statement such of their Registrable Securities as they shall specify in a written notice given to the Company within twenty (20) days after their receipt of the Company’s notice. Within ten (10) Business Days after the expiration of such twenty (20) day period, the Company shall notify all Xxxxxx Holders requesting registration of (A) the aggregate number of Registrable Securities proposed to be registered by all Xxxxxx Holders, (B) the proposed filing date of the registration statement, and (C) such other information concerning the offering as any Holder may have reasonably requested. If the Xxxxxx Holders of a majority in aggregate amount of the Registrable Securities to be included in such offering shall havehave requested that such offering be underwritten, the managing underwriter for such offering shall be chosen by the Xxxxxx Holders of a majority in aggregate amount of the Registrable Securities being registered, with the consent of the Company, which consent shall not be unreasonably withheld, not less than thirty (30) days prior to the proposed filing date stated in the Company’s notice, and the Company shall thereupon promptly notify such Xxxxxx Holders as to the identity of the managing underwriter, if any, for the offering. On or before the 30th day prior to such anticipated filing date, any Xxxxxx Xxxxxx may give written notice to the Company and the managing underwriter specifying either that (A) Registrable Securities of such Xxxxxx Xxxxxx are to be included in the underwriting, on the same terms and conditions as the securities otherwise being sold through the underwriters under such registration or (B) such Registrable Securities are to be registered pursuant to such registration statement and sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings in reasonably similar circumstances, regardless of the method of disposition originally specified in Holder’s request for registration; provided that, notwithstanding anything to the contrary contained herein, to the extent it holds that any Xxxxxx Xxxxxx sells Registrable SecuritiesSecurities off of a shelf registration statement on Form S-3 (or equivalent registration statement form) other than pursuant to an underwritten offering, such sales by the Xxxxxx Holders collectively shall (x) be subject to the terms of any lock-up agreement or similar agreement entered into by such Xxxxxx Xxxxxx with the Company and (y) be strictly limited in any 30 consecutive day period to the sale of the number of shares (inclusive of the sale of any unlegended shares during the applicable periods by such Xxxxxx Xxxxxx) equal to 1% of the shares of the Company outstanding as shown by the most recent report or statement published by the Company (with such limitation applying to transfers by the Xxxxxx Holders and their transferees collectively); provided further, that, if the Company has filed a shelf registration statement pursuant to Section 2(a)(iii) hereof in response to receiving a request from the Xxxxxx Holders to file such shelf registration statement at least 20 days prior to the 181st day after the IPO, and such registration statement has not become effective within 45 days of the filing of such shelf registration statement, the option Xxxxxx Holders shall have the right to sell additional shares off of such shelf registration statement (without regard to the above 1% limit) equal to (x) 1% of the outstanding shares of common stock of the Company, multiplied by (y) a fraction, the numerator of which is the number of days beyond 45 days in which it took for such effectiveness to occur, and rightthe denominator of which is 30, exercisable minus (z) the number of unlegended shares that were available to be sold by delivering the Xxxxxx Holders and their transferees during such period beyond 45 days. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to file a shelf registration statement prior to the 181st day after the IPO at the request of the Xxxxxx Holders (and in order for the Company to be obligated to file such shelf registration statement on such 181st day, the Xxxxxx Holders must have made the relevant request at least 20 days prior to such date), any sales by the Xxxxxx Holders off of an effective shelf registration statement, other than pursuant to an underwritten offering, shall be effected through Xxxxxxxx & Co. or a firm that is one of the lead underwriters in the IPO and the Xxxxxx Holders hereby agree to provide prompt written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies including the amount of Registrable Securities that Eclipse Holdings estimates distributing to and, if directly placed with an identifiable purchaser, the transferee) after each such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticesale.

Demand Registration. (i) 2.1 At any time, each Affiliated Holder shall have, to time beginning after the extent it holds Registrable Securitiesearlier of three (3) years from the date hereof or six (6) months following the completion of the Initial Offering, the option and rightholders of at least fifteen percent (15%) of the Restricted Securities (each a “Requesting Holder”) may, exercisable by delivering a written notice to notice, request that the Company effect a registration in any jurisdiction in which the Company has had a registered underwritten public offering (an or, if the Company has not yet had a registered underwritten public offering, then such request may be to effect such registration on the New York Stock Exchange or the NASDAQ National Market System), of all or any portion of the Restricted Shares held by such Requesting Holder (or which would be held by such Requesting Holder, upon conversion of the Preferred Shares owned by such Requesting Holder) (the “Affiliated Holder Demand Request Notice”), to require including without limitation any registration statement filed under the CompanySecurities Act providing for the registration of, pursuant to and the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission sale on a Registration Statement registering the offering and sale of Registrable Securities (whether continuous or delayed basis by the Affiliated Requesting Holder directly or indirectly by Limited Partners) on of, all of the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis Restricted Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission on Form F-1 or Form S-1 (or any comparable form for registration in a jurisdiction other than the United States, if applicable) for sale in the manner specified in such notice; provided, however, that the Company shall not be obligated to register Restricted Shares pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that request: (i) specifies subject to Section 3.1 below, during the amount of Registrable Securities that Eclipse Holdings estimates distributing period beginning thirty (30) days prior to such Limited Partner in the Resale Distributionfiling, and ending on a date ninety (90) days following the effective date, of a registration statement filed by the Company relating to an underwritten offering only of the Company’s equity capital (other than a registration statement for the Company’s equity capital which does not give rise to incidental registration rights pursuant to Section 3.1 below); provided, however, that, within ten (10) days of the receipt of any request of the Requesting Holders to register Restricted Shares pursuant to this Section 2.1 the Company gives notice to the Requesting Holders of its intent to file such registration statement; and provided further that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective within sixty (60) days of the initial filing; or (ii) offers such Limited Partner if external U.S. counsel to the right Company of reputable standing opines to include all the Requesting Holders within fifteen (but not less than all15) days of the relevant request that the filing of such Registrable Securities a registration statement would require the disclosure of material non-public information about the Company that the Company is not otherwise required to disclose, the disclosure of which could have a material adverse effect on the business or financial condition of the Company, in which event no such registration statement need be filed until the earlier of the lapse of sixty (60) days from the issuance of the opinion of counsel or such time as the information is no longer required to be disclosed, is not material or non-public, or its disclosure would not have a material adverse effect on the business or financial condition of the Company; provided, however, that the Company may not exercise its right under this clause (ii) more than once in any 12-month period. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within one hundred and eighty (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 Shares shall have been entitled to join pursuant to this Section 2.1 or Section 3 hereof and in which there shall have been effectively registered all Restricted Shares as to which registration shall have been so requested. Notwithstanding the foregoing, the Company shall have no obligation to effect a registration under this Section 2.1 unless the aggregate offering price of the securities requested to be sold pursuant to such registration is, in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities good faith judgment of the Board, expected to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeequal to or greater than US$5,000,000.

Demand Registration. (i) At any time, each Affiliated Holder shall have, 2.1 Subject to the extent it holds conditions of this Section 2, a Holder or Holders holding in the aggregate at least a majority of the Registrable SecuritiesShares then collectively held by all such Holders may request, in writing, that the Company effect a registration on Form S-1 (or any successor form) of Registrable Shares owned by such Holder or Holders provided that the aggregate public offering price (before deduction of underwriters’ discounts and commissions) of the shares of Common Stock offered in such registration equals or exceeds $5,000,000. If the Holder or Holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, he, she or they shall so advise the Company in their request. If such registration is underwritten, the option and right of other Holders to participate in such registration 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. Such other Holders shall have the right, exercisable by delivering a giving written notice to the Company (an “Affiliated Holder Demand Notice”)within 30 days after the Company provides its notice, to require the Company, pursuant elect to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be have included in such Affiliated Holder Demand Registration registration all or a part of their Registrable Shares as such Holders may request in such notice of election. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with an underwriter or underwriters that are mutually agreeable to the Company and a majority in interest of the intended methods Stockholders. Thereupon, the Company shall, at its own expense and as expeditiously as possible, use its commercially reasonable efforts to effect the registration, on Form S-1 (including, without limitation, the execution of disposition thereof. If Registrable 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 are to Act and any other governmental requirements or regulations) as may be distributed by Eclipse Holdings to one so requested and as would permit or more Limited Partners to permit facilitate the sale and distribution of all or such portion of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution are specified in such Affiliated Holder Demand Registration if request. Subject to the limitations set forth in Section 2.3 below, equity securities of Other Sellers or of the Company has received may be included a written registration statement effected pursuant to a registration request for inclusion therein from such Limited Partner within three (3) Business Days after made by the Company receives the Affiliated Holder Demand Noticeor Holders in connection with this Section 2.1.

Demand Registration. (a) (i) At Provided that the Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any timetime after the date that the Company becomes a registrant under the Exchange Act, each Affiliated any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of the Plan (the “Initial Outstanding Amount”), shall have, to have the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice given to the Company (an a “Affiliated Holder Demand Notice”), to require request the CompanyCompany to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, pursuant however, that (x) the Registrable Securities requested to be registered constitute at least ten percent (10%) of the Initial Outstanding Amount, and (y) prior to the terms of and subject time the Company is eligible to use Form S-3 for the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale registration of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified for resale, such Holder(s), in the Affiliated Holder Demand Noticeaggregate, which may include sales on a delayed or continuous basis pursuant shall only be entitled to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after Demand Registrations pursuant to the provisions of this Section 3(a)(i) unless any Demand Registration does not become effective or is not maintained in effect for the respective periods set forth in Section 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company receives becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the Affiliated Holder aggregate, ten percent (10%) or more of the Initial Outstanding Amount, shall have the right to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Holder(s); provided, however, that such Registrable Securities represent at least ten percent (10%) of the Initial Outstanding Amount, provided, however, that there shall be no more than five (5) Demand NoticeRegistrations pursuant to this Agreement.

Demand Registration. (i) At Section 2.1 of the Registration Rights Agreement is hereby amended and restated as follows: Subject to Section 2.4, at any time and from time to time, each Affiliated a Holder shall haveof Registrable Securities (other than any Investor or Pxxxxx) may, to the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”)Corporation, to require request that the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission Corporation effect a Registration Statement registering the offering and sale Public Offering of Registrable Securities expected to result in gross sale proceeds of at least $50,000,000 (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder BPEA/TELUS Demand Registration”). The Affiliated Holder Demand Notice must set forth Notwithstanding the number and type foregoing, subject to Section 2.4, the Sponsor Investor may, by written notice to the Corporation, request that the Corporation effect one (1) Public Offering of Registrable Securities that and such Public Offering will not be subject to a minimum expected gross sale proceeds amount (a “Sponsor Demand Registration” and, together with a BPEA/TELUS Demand Registration, a “Demand Registration”). All requests made pursuant to this Section 2.1 will specify the Affiliated Holder anticipates will aggregate number or amount of Registrable Securities to be included in registered at such Affiliated Holder Demand Registration and Initiating Holder’s request, the intended methods of disposition thereof, and, subject to Section 2.4, the jurisdiction(s) in which such registration is requested (being the United States and any province or territory of Canada). If Registrable Securities are Subject to be distributed by Eclipse Holdings to one or more Limited Partners to permit Section 2.4, the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall Corporation will use its commercially reasonable efforts to effect such Demand Registration in the jurisdiction in which the Corporation has been so requested to register. The Corporation may include in any such Demand Registration other securities of the Corporation for sale for its own account or for the account of any holder of its securities other than pursuant to this Article 2 (including Registrable Securities of the Shareholders and Pxxxxx, subject to the limitations under the Pxxxxx Agreement, and Pre-IPO Holders), subject to Section 4.3; provided that if Pxxxxx ceases to be an employee of the Corporation due to resignation, retirement or termination for cause by the Corporation, the rights of Pxxxxx to participate in a Demand Registration shall terminate. Notwithstanding any limitations under this Agreement (including Sections 2.4 and 2.5 thereof), the Investors are hereby deemed to have requested, and the Corporation acknowledges and agrees to file and use its commercially reasonable efforts to make effective, as of the date hereof, an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (the “Automatic Shelf Registration Statement”), if available, or a shelf registration statement on Form F-10 (the “F-10 Registration Statement”), if the Automatic Shelf Registration Statement is not available, covering all Registrable Securities, including the Registrable Securities that will be issued to the Investors in the transactions contemplated by the Acquisition Agreement and the LLC Agreement. The Corporation shall use its commercially reasonable efforts, in compliance with applicable law, to cause such Automatic Shelf Registration Statement or F-10 Registration Statement to be filed as soon as reasonably possible after the time of closing of the transactions contemplated by the Acquisition Agreement (“Acquisition Closing Date”), and, in the case of the F-10 Registration Statement, to become effective as soon as practicable thereafter. To the extent that an Automatic Shelf Registration Statement or F-10 Registration Statement is effective at the time of the Acquisition Closing Date, the Corporation shall file, as soon as reasonably possible after the Acquisition Closing Date and in compliance with applicable law, any prospectus supplement or any post-effective amendment and otherwise take any action necessary to include each of the Holders that own Registrable Securities as selling shareholders pursuant to such Automatic Shelf Registration Statement or F-10 Registration Statement so as to permit the resale of each such Holder’s Registrable Securities. For the avoidance of doubt, if a Shelf Registration Statement is effective at the time of the Acquisition Closing Date and such Shelf Registration Statement covers, or any prospectus supplement or post-effective amendment thereto is filed to cover, the resale of the Investors’ Registrable Securities as of the Acquisition Closing Date, no additional registration statement will be filed with respect to any Registrable Securities on the Acquisition Closing Date. Any Demand Registration by BPEA can only be requested after BPEA has fully complied with the TELUS ROFR. Any Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to be received Section 2.1 (including any Initiating Holder) may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the execution of the underwriting agreement related to such Demand Registration. Upon receipt of a notice to such effect from an Initiating Holder with respect to all of the Registrable Securities included by a Limited Partner upon a Resale Distribution such Initiating Holder(s) in such Affiliated Holder Demand Registration, the Corporation shall cease all efforts to secure effectiveness of the applicable Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand NoticeStatement.

Demand Registration. (ia) At any time, each Affiliated Holder E-Z-EM shall have, to have the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice on multiple occasions from time to time during the Company term of this Agreement, but together with Unregistered Demands (an “Affiliated Holder Demand Notice”)as defined in Section 3.1(a) below) no more frequently than once during any twelve-month period, to require the CompanyCompany to register for offer and sale under the Securities Act (a "Demand") all or a portion of the Common Stock held by the E-Z-EM Entities, pursuant to the terms of and subject to the limitations contained restrictions set forth herein; provided that E-Z-EM shall not be entitled to make a Demand hereunder unless (i) the Common Stock subject to such Demand represents at least 5% of the aggregate shares of Common Stock then issued and outstanding, (ii) at least six months have passed since the completion of the IPO and (iii) at least six months have passed since the completion of the last offering pursuant to a Demand or Unregistered Demand under Section 3.1. As promptly as practicable (but in no event later than 45 days) after the Company receives from E-Z-EM a notice pursuant to this AgreementSection 2.1(a) (a "Demand Notice"), demanding that the Company register part or all of the Common Stock held by the E-Z-EM Entities for offer and sale under the Securities Act, subject to Section 2.1(b), the Company shall (i) file with the Commission a Registration Statement relating to the offer and sale of the Applicable Securities on such form as E-Z-EM may reasonably deem appropriate and (ii) after such filing, use reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act. Subject to Section 2.1(b), the Company shall use reasonable best efforts to keep each Registration Statement continuously effective in order to permit E-Z-EM to use the Prospectus forming a part thereof for resales of the Applicable Securities for a period ending on the earlier of (i) 120 days from the Effective Time of such Registration Statement and (ii) such time as all of such securities have been disposed of by E-Z-EM. Subject to Section 2.1(b), the Company shall use reasonable best efforts to prepare and file with the Commission a such amendments, post-effective amendments and supplements to the Registration Statement registering as may be necessary to maintain the offering effectiveness of the Registration Statement for such period and sale to cause the Prospectus forming a part thereof (and any amendments or supplements thereto) to be filed pursuant to Rules 424 and 430A under the Securities Act; and comply with the provisions of Registrable the Securities (whether Act with respect to the disposition of all Applicable Securities covered by such Registration Statement during the Affiliated Holder directly applicable period in accordance with the intended method or indirectly by Limited Partners) on the terms and conditions methods of distribution thereof, as specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed writing by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand NoticeE-Z-EM.

Demand Registration. (ia) At any timeOn or after the 18-month anniversary of the Closing Date, each Affiliated Holder shall have, to upon the extent it holds written request of the holders of at least 40% of the then outstanding Registrable Securities, Securities held by the option and right, exercisable by delivering a written notice to Investor Stockholders (the “Demand Party”) requesting that the Company (an “Affiliated Holder effect the registration under the Securities Act of all or part of such Demand Notice”)Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, to require including without limitation, if requested on or after the Company24-month anniversary of the Closing Date, pursuant to a shelf registration statement utilizing Rule 415 of the terms Securities Act (or its successor provision), and thereupon will, as expeditiously as reasonably practicable, use its reasonable best efforts to effect the registration under the Securities Act of and subject the Registrable Securities which the Company has been so requested to register by the limitations contained Demand Party; provided that in no event shall the Company be required to effect more than three (3) registrations pursuant to this AgreementSection 4.2; provided, further, that in no event shall the Company be obligated to prepare and file any such registration statement or any supplemental prospectus with the Commission respect to a Registration Statement registering the offering and sale of Registrable Securities (whether by that would not obtain a minimum sales price of $25 million; provided, further, that the Affiliated Holder directly Company shall not be obligated to file a registration statement under this Section 4.2 within a period of 90 days after the effective date of any other registration statement for which the Holders exercised their rights under Section 4.1 or indirectly by Limited Partners) on for which the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis Company filed pursuant to this Section 4.2; provided, further, that if all of the Registrable Securities held by a Holder (together with those of its Affiliates) can be sold without restriction under SEC Rule 415 144(k), the Company shall not be required to effect any registrations for such Holder pursuant to a Shelf Registration Statement this Section 4.2 (an “Affiliated Holder Demand Registration”but shall be required to maintain the effectiveness of any shelf registration statement as required by Section 4.3(b)). The Affiliated Nothing in this Section 4.2 shall limit the right of any Holder Demand Notice must set forth to request the number and type registration of the Registrable Securities that issuable upon conversion of the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly Subject Shares held by such Limited Partners as Selling Stockholders (Holder notwithstanding the fact that at the time of the request such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies Holder holds Series B Preferred Stock and not the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand NoticeSecurities.

Demand Registration. (a) If the Company shall receive a request (a “Registration Request”) from an Investor Party (the “Requesting Investor”) that the Company effect the registration under the Securities Act of all or any portion of such Investor Party’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such Registration Request to each other Investor Party, and thereafter the Company shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of (each such registration shall be referred to herein as a “Demand Registration”): (i) At all Registrable Securities for which the Requesting Investor has requested registration under this Section 4.01 and (ii) all other Registrable Securities that Investor Parties have requested the Company to register by request received by the Company within 10 Business Days after such holder receives the Company’s notice of the Demand Registration (all such Investor Parties together with the Requesting Investor, and any timeInvestor Parties participating in a Piggyback Registration pursuant to Section 4.03, each Affiliated Holder shall havethe “Registering Investors”), all to the extent it holds necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable SecuritiesSecurities so to be registered; provided that, (i) subject to Section 4.01(d), the option and rightCompany shall not be obligated to effect more than (i) two Demand Registrations in any calendar year, exercisable by delivering a written notice other than Demand Registrations to the Company (an “Affiliated Holder Demand Notice”), to require the Company, be effected pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering on Form S-3 (or any successor thereto), for which an unlimited number of Demand Registrations shall be permitted and (ii) the offering and Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant requested to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one equals or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeexceeds $30,000,000.

Demand Registration. (i) At any timetime following the closing of the IPO14 [and until the anniversary thereafter], each Affiliated Holder the Initiating Holders may request in writing that all or part of the Registrable Shares shall havebe registered for trading on the securities exchange on which the Company's stock is traded. Within twenty (20) days after receipt of any such request, the Company shall give written notice of such request to the other Holders and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company's notice. Thereupon, the Company shall effect the registration of all Registrable Shares as to which it has received requests for registration for trading on the securities exchange specified in the request for registration; provided, however, that the Company shall not be required to effect any registration under this Section 2.3 within a period of one hundred and eighty (180) days following the effective date of a previous registration. Notwithstanding any other provision of this Section 3, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by shareholders other than the Holders, then shares which the Company may wish to register for its own account, and thereafter, to the extent it holds Registrable Securitiesnecessary, shares held by the option and right, exercisable by delivering a written notice Holders (pro rata to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale respective number of Registrable Securities (whether Shares required by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified Holders to be included in the Affiliated Holder Demand Noticeregistration); provided, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice however, that in any event all Registrable Shares must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration registration prior to any other shares of the Company. The Company shall not register securities for sale for its own account in any registration requested pursuant to this Section 2.3 unless permitted to do so by the written consent of Holders who hold at least seventy-five percent 75%) of the Registrable Shares as to which registration has been requested. The Company may not cause any other registration of securities for sale for its own account (other than (i) a registration effected solely to implement an employee, director and the intended methods of disposition consultant benefit plan, (ii) a registration on Form S-4 or a foreign equivalent thereof. If Registrable Securities are , or (iii) a registration relating solely to a Rule 145 transaction) to be distributed by Eclipse Holdings initiated after a registration requested pursuant to Section 2.3 and to become effective less than one or hundred twenty (120) days after the effective date of any registration requested pursuant to Section 2.3. [The Company shall not be required to effect more Limited Partners to permit than two (2) registrations under this Section 2.3.] The aggregate net proceeds from the sale of any such Registrable Securities directly by such Limited Partners as Selling Stockholders Shares may not be less than [ Unites States dollars (such a distributionUS$ ,)] (net of any underwriters' discounts, a “Resale Distribution”commissions or expenses), Eclipse Holdings shall deliver a written notice to each Limited Partner that . Such registration will count for this purpose only if (i) specifies the amount of all Registrable Securities that Eclipse Holdings estimates distributing Shares requested to such Limited Partner in the Resale Distribution, be registered are registered and (ii) offers such Limited Partner registration is closed, or withdrawn at the right request of the Initiating Holders (other than as a result of a material adverse change to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand RegistrationCompany). The Company shall use commercially reasonable efforts not be required to include any Registrable Securities effect a registration pursuant to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration this Section 2.3 if the Company has received shall furnish to Holders requesting a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Notice.registration statement pursuant to this Section

Demand Registration. (ia) At any time, each Affiliated Holder shall have, to time after the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms fifth anniversary of and subject to the limitations contained in this Agreement, if there has not been a Public Offering by such date, each of the Shareholders may make one (1) written request to prepare KCI for registration of at least thirty-three percent (33%) of the shares of Common Stock then held by such Shareholder under Form S-3 (or such other appropriate or successor form if Form S-3 is not available) and file in accordance with the Commission a Registration Statement registering the offering and sale provisions of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to promulgated under the Securities Act (a Shelf Registration Statement (an “Affiliated Holder "Demand Registration”"). The Affiliated Holder In addition to that right to request a Demand Notice must set forth Registration, each Shareholder shall have the number right to request an additional Demand Registration of at least thirty-three percent (33%) of the shares of Common Stock then held by such Shareholder at any time after one (1) year, but before three (3) years, following the completion of a Public Offering. (b) A registration will not count as a Demand Registration unless the Shareholder is able to register and type sell at least seventy-five percent (75%) of Registrable Securities that the Affiliated Holder anticipates will shares requested to be included in such Affiliated Holder registration; provided, however, that if the Shareholder is able to register and sell less than such stated percentage, the Shareholder shall be entitled to invoke this provision to request a subsequent Demand Registration on only one additional occasion. (c) KCI may include in any Demand Registration any of its securities to be registered for offering and sale on behalf of KCI. (d) If a Demand Registration is an underwritten registration and the intended methods managing underwriters advise KCI in writing that, in their opinion, the number of disposition thereof. If Registrable Securities are securities in such offering exceeds the number that can be sold in an orderly manner within a price range acceptable to be distributed by Eclipse Holdings the Shareholder and to one or more Limited Partners to permit KCI, then the sale number of such Registrable Securities directly by shares that the managing underwriters believe that may be sold in such Limited Partners offering shall be allocated first to the Shareholder's shares for inclusion in the registration statement, second to the shares of any Piggyback Shareholder (as Selling Stockholders (such a distribution, a “Resale Distribution”defined in Section 5.02(a)), Eclipse Holdings shall deliver then to the KCI shares. (e) If a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if is an underwritten offering, the Company has received a written request investment bankers and managers for inclusion therein from such Limited Partner within three the offering will be selected by the Shareholder, subject to the approval of KCI, which will not be unreasonably withheld. (3f) Business Days after KCI shall pay the Company receives the Affiliated Holder Demand Notice.expenses described in Section 5.06 for any registration pursuant to this Section 5.01. 5.02

Demand Registration. (ia) At any time, each Affiliated Holder shall have, to the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant Request for Registration on Form Other than Form S-3. Subject to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities event that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and Company shall receive from Initiating Holder(s) at any time after the intended methods earlier of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale DistributionSeptember 13, and 2000, or (ii) offers such Limited Partner three (3) months after the right to include all effective date of a Qualified Public Offering (but not less than allprovided that, if so required in writing by the underwriter(s) of the Qualified Public Offering, such three-month period may be extended to a period not to exceed the greater of (I) the length of the lock-up period imposed on members of senior management of the Company in connection with the Qualified Public Offering and (II) six (6) months, provided further that if such three-month period is so extended, the Company shall use its reasonable best efforts to arrange for the Registration provided for in this Section 2.1(a) to be effective at or before the end of such extended period), a written request that the Company effect a Registration with respect to all or a part of the Registrable Securities of such Initiating Holder(s) on a form other than Form S-3 for an offering of (x) in the Affiliated case of a request delivered by Initiating Holder(s), other than a Significant Holder Demand Registrationof at least twenty-five percent (25%) of the then outstanding Series E Registrable Securities, at least twenty-five percent (25%) of the then outstanding Series F Registrable Securities or at least twenty-five percent (25%) of the then outstanding Series G Registrable Securities, or (y) in the case of a request from an Initiating Holder who is a single Significant Holder, at least fifty percent (50%) of the then outstanding Registrable Securities represented by Convertible Securities owned by such Significant Holder, the Company shall (A) promptly give written notice of the proposed Registration to all other Holders and (B) as soon as practicable, use its best efforts to effect Registration of the Registrable Securities specified in such request of the Initiating Holder(s), together with any Registrable Securities of any Holder joining in such request as are specified in a written request given within twenty (20) business days after written notice from the Company. The Company shall use commercially reasonable efforts not be obligated to include take any Registrable Securities action to be received by a Limited Partner upon a Resale Distribution in effect any such Affiliated Holder Demand Registration if pursuant to this Section 2.1(a) (i) except as provided above, within the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days to six (6) months period referred to in the first sentence of this Section 2.1(a) or (ii) after the Company receives has effected two (2) such Registrations pursuant to this Section 2.1(a) in which the Affiliated Holder Demand NoticeCompany has not Registered securities for its own account and such Registrations have been declared effective. If the number of Registrable Securities proposed to be Registered by the Initiating Holder(s) is reduced pursuant to Section 2.1(e)(iii), such Registration shall not count toward the limit of two (2) Registrations referred to in the preceding sentence.

Demand Registration. The Company may include in a Demand Registration Registrable Securities for the account of the Demanding Holders and shares of Common Stock for the account of the Company or other stockholders exercising contractual piggy-back registration rights or other stockholders, on the same terms and conditions as the Registrable Securities are included therein for the account of the Demanding Holders; provided, however, that (i) At if the managing underwriter(s) of any timeunderwritten offering that is the subject of such Demand Registration have informed the Company in writing that in their opinion the total number of securities that the Demanding Holders, each Affiliated Holder the Company and any other stockholders intend to include in such offering exceeds the number which can be sold in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included therein, then (x) the number of Shares to be offered for the account of any stockholders other than the Demanding Holders shall havebe reduced (to zero, if necessary) pro rata in proportion to the respective number of Shares requested to be registered by such stockholders, and (y) thereafter, if necessary, the number of Shares to be offered for the account of the Company shall be reduced (to zero, if necessary), to the extent it holds Registrable Securities, necessary to reduce the option and right, exercisable by delivering a written notice total number of Shares requested to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration offering to the number of Shares, if any, recommended by such managing underwriter(s) (and if the number of Shares to be offered for the account of stockholders other than the Demanding Holders and for the account of the Company has been reduced to zero, and the intended methods number of disposition thereof. If Registrable Securities are Shares requested to be distributed included in such offering by Eclipse Holdings to one or more Limited Partners to permit the sale Demanding Holders exceeds the number of such Registrable Securities directly Shares recommended by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”managing underwriter(s), Eclipse Holdings then the number of Shares to be offered for the account of the Demanding Holders shall deliver a written notice be reduced pro rata in proportion to each Limited Partner that (ithe respective number of Shares requested to be registered by the Demanding Holders) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers if the offering that is the subject of such Limited Partner Demand Registration is not underwritten, only Demanding Holders, and no other party (including the right Company), shall be permitted to include all (but not less than all) securities in such Demand Registration unless the Demanding Holders owning a majority of the Shares included in such Demand Registration consent in writing to the inclusion of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticesecurities therein.

Demand Registration. (a) Shareholders holding Registrable Securities may make an aggregate of up to three (3) written requests for registration under the Securities Act (including the first request contained in subsection 2.1(d) hereof) of all or any part of the Registrable Securities held by such Shareholders (a "Demand Registration"); provided that (i) At the first Demand Registration must be in respect of not less than 2,500,000 Registrable Securities (as adjusted for any timestock dividends, combinations, splits, recapitalizations and the like), (ii) the second and third Demand Registrations must each Affiliated Holder shall havebe in respect of not less than either (x) 1,500,000 Registrable Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) or (y) Registrable Securities representing the right to the extent it holds Registrable Securities, the option and right, exercisable by delivering cast at least 6,500,000 votes at a written notice to meeting of stockholders of the Company (an “Affiliated Holder Demand Notice”exclusive of cumulative voting rights) ("Votes"), (iii) the Shareholders shall not request a Demand Registration within 150 days of the effective date of a prior Demand Registration and (iv) the Shareholders shall indicate the Registrable Securities to require be registered (that is, Common Stock, Class B Common Stock or a combination of both). In addition, such request will specify the Company, pursuant to the terms aggregate number of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale shares of Registrable Securities (whether proposed to be sold by the Affiliated Holder directly or indirectly by Limited Partners) on the terms Shareholders and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and also specify the intended methods method of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit A registration will not count as a Demand Registration until the sale of such Registrable Securities directly distribution contemplated by such Limited Partners as Selling Stockholders Demand Registration has been consummated. Should the distribution contemplated by a Demand Registration not be consummated due to the failure of the Participating Shareholders to perform their obligations under this Agreement or the inability of the Participating Shareholders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the Participating Shareholders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such a distribution, a “Resale Distribution”time the Company is in compliance in all material respects with its obligations under this Agreement), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to then such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if shall not be deemed to have been effected, but the Participating Shareholders shall pay those expenses incurred by the Company has received a written in connection with such request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeset forth in Section 3.2 hereof.

Demand Registration. (i) At any timetime on or after the date six (6) months following the date hereof, each Affiliated Holder shall haveBuyer may, by written notice to Seller (a "Demand Notice"), demand that Seller register for sale under the Securities Act all or any portion of the Conversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent it holds Registrable Securities, Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised prior to or upon the option effectiveness of such registration) held by Buyer (or its successor in interest or transferee) in the amount and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions manner specified in the Affiliated Holder Demand Notice; PROVIDED, which may include sales on a delayed or continuous basis HOWEVER, that the reasonably anticipated aggregate price of the securities to be registered and offered to the public would exceed $500,000. Seller shall be obligated to register securities pursuant to Rule 415 pursuant this Section 6.2(b)(i) on two (2) occasions only; PROVIDED, HOWEVER, that if Seller is a registrant then entitled to file a Shelf Registration Statement registration statement on Form S-3 or any successor form thereto, Seller shall be obligated to register Buyer's securities on one (an “Affiliated Holder Demand Registration”). The Affiliated Holder 1) additional occasion if Buyer provides a Demand Notice must set forth the number requesting that its securities be registered on Form S-3 or any successor form thereto; and type of Registrable Securities PROVIDED, FURTHER, that the Affiliated Holder anticipates will any such obligation shall be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such deemed satisfied only when a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner registration statement covering all registrable securities specified in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company Notice shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticehave become effective.

Demand Registration. If at anytime prior to the expiration of the Registration Period and after the six month anniversary of this Agreement, any Registrable Securities shall not have been registered by the Company pursuant to Section 2.3 hereof, then Investor shall have the right by delivery of written notice to the Company, to request that the Company effect a registration on Form S-3 covering the resale of the Registrable Securities not previously registered pursuant to Section 2.3; provided, however, that the Company shall not be obligated to effect any such registration if (i) At any Investor proposes to sell less than all of the Registrable Securities held by Investor at an aggregate price to the public of less than $5,000,000, (ii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, (iii) in the event that the Company has, within the six (6) month period preceding the date of such request, already effected a registration on Form S-3 for Investor pursuant to this Section 2.1, or (iv) (A) in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, each Affiliated Holder and (B) the Company shall havefurnish to Investor 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 extent Company for such registration statement to be filed in the near future and that it holds 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 ninety (90) days after receipt of the request of Investor, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period. The date on which the Company receives such notice is referred to herein as the “Demand Date.” In the event that Form S-3 is unavailable and/or inappropriate for such a registration of all the Registrable Securities, the option Company shall use such other form or forms as are available and rightappropriate for such a registration, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with consent of the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand NoticeInvestor, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will shall not be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeunreasonably withheld.

Demand Registration. (i) Request for Registration. At any time, each Affiliated Holder shall have, to the extent it holds Registrable Securities, Holders of Purchased Shares representing not less than 25% of the option and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale aggregate number of Registrable Securities (whether or any lesser amount if the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Demand Registration"); provided, that no transferee of the Investors or of any such transferee shall be permitted to request a registration pursuant to this Section 2(a) unless the right to make such a request was specifically transferred by the Affiliated Holder directly Investors (or indirectly by Limited Partnersany transferee) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”)such transferee. The Affiliated Holder Demand Notice must set forth Any such request shall specify the number and type of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Subject to the other provisions of this Section 2(a), the Company shall give written notice of such registration request within 10 days after the receipt thereof to all other Holders. Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that the Affiliated Holder anticipates will its Registrable Securities be included in such Affiliated Holder registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended methods method of disposition thereof. If Registrable Securities are , such method of disposition to be distributed by Eclipse Holdings subject to one or more Limited Partners to permit the sale approval of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received if it is other than a written request for inclusion therein from such Limited Partner within three firm commitment underwritten public offering (3) Business Days after which approval shall not be unreasonably withheld). Upon a demand, the Company receives the Affiliated Holder Demand Notice.will:

Demand Registration. (ia) At If, on or at any timetime after the Effectiveness Date there is no currently effective Shelf Registration Statement, each Affiliated then at any time thereafter, upon written notice (a “Demand”) from a Holder or Holders holding at least 50% of the Registrable Securities (collectively, the “Demand Holder”) requesting that the Company effect the registration under the 1933 Act of any or all of the Registrable Securities held by the Demand Holder, which notice shall have, to specify the extent it holds amount and intended method or methods of disposition of such Registrable Securities, the option and right, exercisable by delivering including pursuant to a written notice to the Company shelf registration statement utilizing Rule 415 (an a “Affiliated Holder Demand NoticeShelf Registration”), the Company shall, within five days after receiving the Demand, give written notice (the “Request Notice”) of such registration request to require all other Holders, except if all the CompanyRegistrable Securities are held by a single Holder, pursuant to the terms of no Request Notice shall be required, and thereupon will, subject to the limitations contained set forth in this AgreementSection 2.02(c), as promptly as possible (and in any event no later than 30 days after the date of the Demand), file and use its reasonable best efforts to prepare and file with cause to be declared effective under the Commission 1933 Act, a Registration Statement registering to effect the offering and sale registration under the 1933 Act of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partnersi) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly which the Company has been so requested to register by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in Demand Holder under the Resale Distribution, Demand and (ii) offers such Limited Partner the right Registrable Securities which the Company has been requested to include all register by written request to the Company by the Holders within ten days after the giving of the Request Notice (but not less than all) which request shall specify the amount and intended method or methods of disposition of such Registrable Securities Securities), all to the extent necessary to permit the disposition (in accordance with the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any intended method(s) thereof as aforesaid) of the Registrable Securities and such other securities so to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeregistered.

Demand Registration. (ia) At any time, each Affiliated Holder shall havehave the right to request (each such request, a "Registration Demand") that the Company file a registration statement under the Securities Act in respect of all or any portion of such Holder's Eligible Securities; provided that if any Holder shall request that a portion, but not all, of its Eligible Securities be registered in accordance with this Section 2.1 (including a requested Takedown pursuant to subsection (c)(ii) below), such portion shall include not less than two hundred and fifty thousand (250,000) shares of Eligible Common Stock (or such lesser number of such shares having a market valuation of at least $5,000,000 as of the extent it holds Registrable Securitiesdate the Registration Demand is made, based on the Closing Price on such date). A Registration Demand shall specify the number of shares of Eligible Common Stock (and, in the case of a Registration Demand by the Initial Holder, the option and right, exercisable by delivering a written notice number of Warrants) that each such Holder proposes to sell in the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a offering. If no Shelf Registration Statement registering shall be effective as of the offering and sale date of Registrable the Registration Demand, the demanding Holders may elect to register such Eligible Securities (whether by the Affiliated Holder directly in accordance with either Section 2.1(c)(i) or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to Section 2.1(d). If a Shelf Registration Statement (an “Affiliated Holder Demand Registration”shall be effective as of the date of the Registration Demand, then all demanding Holders shall be deemed to have elected to register their Eligible Securities pursuant to Section 2.1(c)(ii). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner Holders may make in the Resale Distribution, aggregate two (2) Registration Demands pursuant to Sections 2.1(c)(i) and 2.1(d) and four (ii4) offers such Limited Partner the right Registration Demands per year pursuant to include all (but not less than allan existing Shelf Registration Statement pursuant to Section 2.1(c)(ii) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if for which the Company has received a written request will pay and bear all costs and expenses in accordance with Section 3.3 and thereafter the Holders may make an unlimited number of Registration Demands for inclusion therein from which such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticerequesting Holders shall pay and bear all costs and expenses.

Demand Registration. (ia) At any time, each Affiliated Holder shall have, Subject to the extent it holds Registrable Securitiesprovisions hereof, at any time on or after the six (6) month anniversary of the Closing Date (as defined in the Purchase Agreement), the option and right, exercisable Holders of a majority of Registrable Securities shall have the right to require the Company to file a Registration Statement registering for sale all or part of their respective Registrable Securities under the Securities Act (a “Demand Registration”) by delivering a written notice request therefor to the Company (an “Affiliated Holder Demand Notice”), to require i) specifying the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale number of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated registration by such Holder Demand Registration and or Holders, (ii) specifying whether the intended methods method of disposition thereof. If Registrable Securities are thereof is pursuant to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners an Underwritten Offering (as Selling Stockholders (such a distribution, a “Resale Distribution”defined below), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (iiiii) offers containing all information about such Limited Partner Holder required to be included in such Registration Statement in accordance with applicable law. As soon as practicable after the right to include all (but not less than all) receipt of such Registrable Securities in demand, the Affiliated Holder Demand Registration. The Company shall (x) promptly notify all Holders from whom the request for registration has not been received and (y) use commercially reasonable efforts to include effect such registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of the Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if that the Company has received been so requested to register; provided, however, that (i) the Holders shall not make a written request for inclusion therein from such Limited Partner within a Demand Registration under this Section 4.1(a) for Registrable Securities having an anticipated aggregate offering price of less than $5,000,000, (ii) the Holders will not be entitled to require the Company to effect more than three (3) Business Days after Demand Registrations in the aggregate under this Agreement, and (iii) the Company receives the Affiliated Holder will not be obligated to effect more than one (1) Demand NoticeRegistration in any six (6) month period.

Demand Registration. (i) At any time, each Affiliated Holder shall have, time commencing one (1) year and expiring five (5) years after the effective date of the Company's Registration Statement relating to the extent it holds Registrable SecuritiesPublic Offering (the "Effective Date"), the option Holders of the Warrants and the Warrant Shares representing at least a Majority (as hereinafter defined) of such securities shall have the right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”)Company, to require have the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form X-0, XX-0 (or other appropriate form, including, without limitation, a post-effective amendment to the Company's Registration Statement registering Statement) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Holders, in order to comply with the provisions of the 1933 Act, so as to permit a public offering and sale sale, for a period of Registrable Securities nine (whether 9) months, of the Warrant Shares by such Holders and any other Holders of the Affiliated Holder directly or indirectly by Limited PartnersWarrants and/or Warrant Shares who notify the Company within fifteen (15) on business days after receipt of the terms and conditions specified notice described in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”)succeeding sentence. The Affiliated Holder Demand Notice must set forth Company covenants and agrees to give written notice of any registration request under this Section 7(b) by any Holder(s) to all other registered Holders of the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration Warrants and the intended methods Warrant Shares within ten (10) days from the date of disposition thereofthe receipt of any such registration request. If Registrable Securities are For purposes of this Agreement, the term "Majority" in reference to be distributed by Eclipse Holdings to one the Holders of the Warrants or more Limited Partners to permit Warrant Shares, shall mean in excess of fifty percent (50%) of the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner then outstanding Warrants or Warrant Shares that (i) specifies are not held by the amount Company, an affiliate, officer, director, employee or agent thereof or any of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner their respective affiliates, members of their family, persons acting as nominees or in the Resale Distributionconjunction therewith, and or (ii) offers such Limited Partner have not been resold to the right public pursuant to include all (but not less than all) of such Registrable Securities in a registration statement filed with the Affiliated Holder Demand RegistrationCommission under the 1933 Act. The Company Holders of the Warrants may demand registration without exercising the Warrants, and shall use commercially reasonable efforts never be required to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeexercise same.

Demand Registration. (ia) At any time, each Affiliated Holder shall have, Subject to the extent it holds Registrable Securitiesconditions of this Section 2.2, if the option and right, exercisable by delivering Company shall receive a written notice request from the Holders of more than fifty percent (50%) of the Registrable Securities then outstanding (the "INITIATING HOLDERS") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the public in excess of $10,000,000, then the Company shall, within twenty (an “Affiliated Holder Demand Notice”)20) days of the receipt thereof, give written notice of such request to require the Companyall Holders, pursuant to the terms of and subject to the limitations contained in of this AgreementSection 2.2, use its best efforts to prepare and file with effect, as soon as practicable, the Commission a Registration Statement registering registration under the offering and sale Securities Act of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of all Registrable Securities that the Affiliated Holders request to be registered. Notwithstanding any provision herein to the contrary, (i) one hundred percent (100%) of the ZoneNetwork Registrable Securities held by each Holder anticipates will of ZoneNetwork Registrable Securities, and each such Holder's permitted transferees or assignees, shall not be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit then outstanding for the sale purposes of such this Section 2.2(a) until the date six (6) months from the date of the Original Investors' Rights Agreement, and thereafter fifty percent (50%) of the ZoneNetwork Registrable Securities directly held by each Holder of ZoneNetwork Registrable Securities, and each such Limited Partners as Selling Stockholders (such a distributionHolder's permitted transferees or assignees, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies not be included in the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in then outstanding until the Resale Distribution, date twelve (12) months from the date of the Original Investors' Rights Agreement and (ii) offers such Limited Partner the right to include all one hundred percent (but not less than all100%) of the Golf.xxx Xxxistrable Securities held by each Holder of Golf.xxx Xxxistrable Securities, and each such Holder's permitted transferees or assignees, shall not be included in the Registrable Securities then outstanding for the purposes of exercising the demand rights set forth in this Section 2.2(a) until the date six (6) months from the date hereof, and thereafter fifty percent (50%) of the Golf.xxx Xxxistrable Securities held by each Holder of Golf.xxx Xxxistrable Securities, and each such Holder's permitted transferees or assignees, shall not be included in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities then outstanding for the purposes of exercising the demand rights set forth in this Section 2.2(a) until the date twelve (12) months from the date hereof; provided that the restrictions set forth in this sentence shall not be interpreted to be received by a Limited Partner upon a Resale Distribution in such Affiliated limit the ability of any Holder Demand Registration if the Company has received a written request for inclusion therein of Golf.xxx Xxxistrable Securities from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeexercising their rights pursuant to Section 2.3 hereunder.

Demand Registration. (i) At any timetime after the earlier of the first ------------------- anniversary of the Qualified Public Offering Date and the third anniversary of this agreement, each Affiliated Holder and upon receipt of a written request (the "Demand Request") from Xxxxxx X. Xxxxxx (or his designee), Xxxxxx Xxxxxx (or her designee) or Xxxxxx Xxxxxx (or her designee) (each, a "Demand Rights Holder"), the Company promptly shall have, file a registration statement to register under the 1933 Act for sale to the extent it holds Registrable Securitiespublic all, and not fewer than all, the option and right, exercisable by delivering a written notice to the Company Shares (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether which may include Shares owned by the Affiliated Holder directly or indirectly by Limited PartnersDemand Rights Holder's Family Group members) on the terms and conditions specified in the Affiliated Holder Demand Notice, which Request and thereafter shall file such amendment or amendments to such registration statement as may include sales on be necessary to cause it to become effective (a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder "Demand Registration”"). The Affiliated Demand Request shall specify the plan of distribution of the Shares. If the plan of distribution involves an underwritten offering, the Demand Rights Holder shall be entitled to select a co-managing underwriter for the offering; however, if the Qualified Public Offering Date shall not have occurred prior to the third anniversary of this agreement, the underwriter so selected may, at the Demand Notice must set forth Rights Holder's option, be the lead managing underwriter. The Company shall be obligated to effect a total of four Demand Registrations under this section 3.1; however, Xxxxxx Xxxxxx (or her designee) shall not be entitled to make more than one Demand Request hereunder; and notwithstanding anything to the contrary in this agreement, if, for any reason (other than the fault of a Family Shareholder), the registration fails to become effective and provide for the distribution of all the Shares specified in the Demand Request, or the effectiveness is not maintained for at least 60 days in accordance with section 3.4(e) or the Company fails to perform its obligations under this section 3.1 with respect to that registration, that Demand Registration shall not reduce the number and type of Registrable Securities Demand Registrations the Company was required to effect (or a Demand Rights Holder was entitled to request) under this section 3.1 prior to that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company's obligations under this section 3.1 shall terminate on the tenth anniversary of the Qualified Public Offering Date, and the Company shall use commercially reasonable efforts not be obligated to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder effect more than one Demand Registration if in any period of 365 days or effect a Demand Registration unless the Company amount of Shares specified in the Demand Request (when aggregated with the amount of Shares that all other Demand Rights Holders elect to register in connection with such Demand Request) has received a written request for inclusion therein from such Limited Partner within three value (3determined in accordance with section 2.2(a)) Business Days after the Company receives the Affiliated Holder Demand Noticein excess of $25,000,000.

Demand Registration. (i) At any time, each Affiliated Holder shall have, to the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant 2.1 Registration Other Than on Form F-3 or Form S-3. Subject to the terms of and subject to the limitations contained in this Agreement, at any time or from time to prepare and file with time after the Commission earlier of (i) the three (3) year anniversary of the Closing Date or (ii) the date that is six (6) months after the closing of the Company Qualified IPO, Holders holding twenty-five percent (25%) or more of the voting power of the then outstanding Registrable Securities held by all Holders may request in writing that the Company effect a Registration Statement registering on any internationally recognized exchange that is reasonably acceptable to such requesting Holders. Upon receipt of such a request, the offering Company shall (x) promptly give written notice of the proposed Registration to all other Holders and sale of (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Noticerequest, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of together with any Registrable Securities that of any Holder who requests in writing to join such Registration within fifteen (15) days after the Affiliated Holder anticipates will Company’s delivery of written notice, to be included Registered and/or qualified for sale and distribution in such Affiliated Holder Demand Registration and jurisdiction as the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand RegistrationInitiating Holders may request. The Company shall use commercially reasonable efforts be obligated to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within effect no more than three (3) Business Days after Registrations pursuant to this Section 2.1 that have been declared and ordered effective; provided that if the Company receives sale of all of the Affiliated Holder Demand NoticeRegistrable Securities sought to be included pursuant to this Section 2.1 is not consummated for any reason other than due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1; provided further that the Registration pursuant to Section 2.2 or 3.1 shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1.

Demand Registration. (a) If the Company shall receive a request (each such request, an “Investor Request” and each requesting Investor, the “Requesting Investor”) from either (i) At the Holders of a majority of the Series D Shares, Series C-2 Shares, Series C-1 Shares and Series C Shares, together as a single class on an as-converted basis, at any timetime after the earlier of (x) 60 days after the Initial Closing and (y) 180 days after the completion of an Initial Public Offering, or (ii) the Holders of a majority of the Series B Shares, together as a single class on an as-converted basis, at least 180 days after the completion of an Investor Request initiated by the Holders referred to in (i), in each Affiliated Holder shall havecase, that the Company file a registration statement under the Securities Act with respect to the extent it holds proposed sale by such Requesting Investor of all or part of the Registrable SecuritiesSecurities owned by such Requesting Investor. Promptly after receipt of the Investor Request, the option and rightCompany shall, exercisable by delivering a subject to Section 14, give written notice (the “Notice of Investor Request”) of such Investor Request to the Company (an “Affiliated Holder Demand Notice”)all Holders and, to require the Company, pursuant to the terms of and subject to the limitations contained of Section 2(c) below, shall file (as expeditiously as practicable and in this Agreementany event within sixty (60) days of its receipt) and use its best efforts to effect, a registration statement under the Securities Act with respect to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of all Registrable Securities that the Affiliated Holders request to be registered (such requesting Holders together with the Requesting Investors, the “Registering Shareholders”) within ten (10) business days of the receipt the applicable Holder anticipates will of the Notice of Investor Request (delivered in accordance with Section 22) ; provided, however, that no Investor Request shall be effected from Holders referred to in clause (ii) above if the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included by all Registering Shareholders in such Affiliated Holder Demand Registration Investor Request are less than $20,000,000 (unless such Registrable Securities identified in the Investor Request constitute all remaining Registrable Securities held by the Registering Shareholders). All requests made pursuant to this Section 2(a) will specify the aggregate number of the Registrable Securities to be registered and will also specify the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Notice.

Demand Registration. At any time after ninety (90) days from the date hereof, the Investor may make up to three written requests, each (a "Demand Notice") for registration under the Securities Act (a "Demand Registration") of all or a portion of the Registrable Securities held by the Investor, subject to the right to reinstate a Demand Registration set forth herein; provided, however, that the number of shares of Registrable Securities requested to be registered (i) At any time, each Affiliated Holder shall have, be greater than 1% of the shares of Common Stock outstanding and (ii) shall have a "fair market value" (determined pursuant to the extent it holds next sentence) in excess of $1,000,000. For purposes of this Agreement, fair market value of the Registrable SecuritiesSecurities shall be determined as follows: (i) if the security is listed on any established stock exchange or a national market system, including, without limitation, the option National Market System of the National Association of Securities Dealers Automated Quotation System, its fair market value shall be the closing sales price or the closing bid if no sales were reported, as quoted on such system or exchange (or the largest such exchange) on the date of the Demand Notice (or if there are no sales or bids for such date, then for the last preceding business day for such sales or bids), as reported in The Wall Street Journal or similar publication; (ii) if the security is regularly quoted by a recognized securities dealer but selling prices are not reported, its fair market value shall be the mean between the high bid and rightlow asked prices for the security on the date of the Demand Notice (or if there are no quoted prices for such date, exercisable then for the last preceding business day on which there were quoted prices); or (iii) in the absence of an established market for the security, the fair market value shall be determined in good faith by delivering the Company's Board of Directors, with reference to the Company's net worth, prospective earning power, dividend-paying capacity and other relevant factors, including the goodwill of the Company, the economic outlook in the Company's industry, the Company's position in the industry and its management and the values of stock of other corporations in the same or a similar line of business (all of such factors determined as of the date of the Demand Notice). Within ten days after receipt of each Demand Notice, the Company shall give written notice of such registration request to all non-requesting holders of Registrable Securities and shall, subject to the provisions of the following paragraph, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after the receipt of the notice of such Demand Registration request by the applicable holder. Both the Demand Notice and any request to have Registrable Securities included in a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and shall also specify the intended method of disposition thereof. A registration requested pursuant to this Section 2(b) will not be deemed to have been effected unless the Registration Statement relating thereto has become effective under the Securities Act; provided, however, that if, after such Registration Statement has become effective, the offering of the Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and the demanding Investor's right to request a Demand Registration hereunder shall be reinstated. The Investor may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke such request with respect to their Registrable Securities by providing a written notice to the Company (revoking such request and the Investor's right to request a Demand Registration hereunder shall be reinstated. If the Investor so elects, the offering of Registrable Securities pursuant to a Demand Registration shall be in the form of an “Affiliated Holder Demand Notice”)Underwritten Offering and such Investor shall have the right to designate the underwriters and the managing underwriter, subject to require approval of the Company, pursuant which approval shall not be unreasonably withheld or delayed. If the managing underwriter or underwriters of such offering advise the Company and the holders of Registrable Securities in writing that in their opinion the number of shares of Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, the Company will include in such registration the aggregate number of Registrable Securities which in the opinion of such managing underwriter or underwriters can be sold without any such material adverse effect and the Registrable Securities to be included in such registration shall be allocated, (i) first to the terms Investor making such demand, (ii) second among the holders of and subject the Priority Securities (that have requested inclusion of the Priority Securities beneficially owned by such holders) to the limitations contained extent necessary to reduce the total amount of securities to be included in this Agreementsuch offering to the amount recommended by such managing underwriter or underwriters, to prepare and file with (iii) third among the Commission a Registration Statement registering the offering and sale other holders of Registrable Securities (whether by that have requested inclusion of their Registrable Securities in such registration), and any other holders of registration rights in respect of securities of the Affiliated Holder directly or indirectly by Limited Partners) on Company in accordance with the terms and conditions specified in of the Affiliated Holder Demand Noticeagreements granting such rights, which may include sales on a delayed or continuous basis pursuant pro rata (according to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that or other securities, as applicable, beneficially owned by such holders) to the Affiliated Holder anticipates will extent necessary to reduce the total amount of securities to be included in such Affiliated Holder Demand Registration and offering to the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly amount recommended by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distributionmanaging underwriter or underwriters, and (iiiv) offers fourth, among the Company and any other holders of registration rights in respect of securities of the Company that by their terms are subordinate to the rights of the security holders referred to in clause (iii) above in accordance with the terms of the agreements granting such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registrationrights. The Company Investor shall use commercially reasonable efforts not be entitled to include any Registrable Securities effect a Demand Notice under this Section 2(b) within 120 days after the closing date of an Underwritten Offering; provided that with respect to Ameritech, no election that an offering under this Section 2(b) shall be an Underwritten Offering shall be made within 30 days after the closing date of an Underwritten Offering occurring prior to the Cutoff Date. No registration pursuant to a request or requests referred to in this subsection 2(b) shall be deemed to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand NoticeShelf Registration.

Demand Registration. (i) At any time, each Affiliated Holder shall have, to the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant Subject to the terms of and subject to the limitations contained in this Agreement, in the ------------------- event that prior to prepare and file with a date three years after the Commission a Registration Statement registering date of this Agreement (the offering and sale "Demand Expiration Date"), the Company shall receive from the Holders of Shares representing at least seventy-five percent (75%) of the Registrable Securities then outstanding, at any time after six (whether 6) months after the effective date of the registration statement covering the Company's initial public offering, a written notice that it or they intend to offer or cause to be offered for public sale at least fifty percent (50%) of the Registrable Securities then outstanding (or any lesser percentage if the aggregate offering price to the public is greater than $5,000,000), the Company will so notify all Holders. Upon written request of any Holder given within fifteen (15) days after the receipt by such Holder from the Affiliated Company of such notification, the Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder directly or indirectly by Limited Partners(including the Holder giving the initial notice of intent to offer) on to be registered under the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on Securities Act as expeditiously as possible (a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder "Demand Registration”"). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will Company shall not be included in such Affiliated Holder required to effect more than one (1) Demand Registration and the intended methods of disposition thereofpursuant to this Section 6.3. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distributiongood faith judgment of the Board of Directors of the Company, a Demand Registration would be materially detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (ii) offers the Company shall furnish to each Holder 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 materially detrimental to the Company for such Limited Partner registration statement to be filed in the near future, then the Company shall have the right to include all defer such filing for the period during which such Demand Registration would be materially detrimental, provided that the Company may not defer the filing for a period of more than ninety (but not less than all90) days after receipt of such Registrable Securities in the Affiliated Holder request for a Demand Registration, and more than once in any 12-month period. The In the event that the Company shall use commercially reasonable efforts elects to include any Registrable Securities to be received by defer a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received to a written request for inclusion therein from such Limited Partner within three (3) Business Days date occurring after the Company receives Demand Expiration Date, the Affiliated Holder Demand NoticeExpiration Date shall be extended until such time as the Demand Registration is complete.

Demand Registration. (ia) At any timetime after 180 days after the IPO each of (1) the Riverwood Entities (acting as a group), each Affiliated Holder shall have(2) the FTV Entities (acting as a group), to (3) WPP and (4) the extent it holds Registrable SecuritiesFounders (acting as a group) (such Shareholders identified in clauses (1) through (4), the option and right, exercisable by delivering a written notice to “Registration Rights Holders”) may each notify the Company (an “Affiliated Holder Demand Notice”), that they intend to require the Company, pursuant offer or cause to the terms be offered for public sale all or any portion of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of their Registrable Securities (whether by in the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions manner specified in such request (the Affiliated Holder “Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand RegistrationRequest”). The Affiliated Holder In addition, any two of the Registration Rights Holders, acting together, may notify the Company of one additional Demand Notice must set forth Request. No later than twenty (20) days after receipt of such Demand Request, the number and type Company shall promptly deliver notice of such request to all other Shareholders holding Registrable Securities that who shall then have thirty (30) days to notify the Affiliated Holder anticipates will Company in writing of their desire to be included in such Affiliated Holder registration. If the Demand Registration Request contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon such Person’s participation in such underwritten public offering and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale inclusion of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Person’s Registrable Securities in the Affiliated Holder Demand Registrationunderwritten public offering to the extent provided herein. The Company shall will use its commercially reasonable efforts to include expeditiously effect (but in any event no later than 180 days after the receipt of the Demand Request) the registration of all Registrable Securities to be received by a Limited Partner upon a Resale Distribution whose holders request participation in such Affiliated Holder Demand Registration if registration under the Securities Act, but only to the extent provided for in this Section 2.1; provided, however, that the Company has received shall not be required to effect registrations pursuant to a written request for inclusion therein from such Limited Partner within three under this Section 2.1 more than five times, one by each of (1) the Riverwood Entities (acting as a group), (2) the FTV Entities (acting as a group), (3) Business Days WPP and (4) the Founders (acting as a group) and one by any two of (1) the Riverwood Entities (acting as a group), (2) the FTV Entities (acting as a group), (3) WPP and (4) the Founders (acting as a group). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within one hundred and twenty (120) days after the effective date of a registration statement filed by the Company receives covering a firm commitment underwritten public offering (subsequent to the Affiliated Holder Demand NoticeIPO) in which the holders of Registrable Securities shall have been entitled to join and in which there shall have been effectively registered a majority of the Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration under this Section 2.1(a) unless and until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating Shareholders; provided, however, that a majority in interest of the participating holders of Registrable Securities may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2.1(a) but has not yet been declared effective, and a majority in interest of such holders may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 2.1(a).

Demand Registration. (ia) At any timeIf the Company shall be requested by holders of at least 20% of the total number of outstanding Restricted Shares (assuming conversion of all shares of Convertible Preferred Stock) to effect a registration under the Securities Act of all or a portion of Restricted Shares with an aggregate Fair Market Value as of the date of such request equal to at least $25,000,000, each Affiliated Holder or, if the Restricted Shares have an aggregate Fair Market Value of less than $25,000,000, all of the remaining Restricted Shares, in accordance with this Section, then the Company shall have, to the extent it holds Registrable Securities, the option and right, exercisable by delivering a promptly give written notice of such proposed registration to the Company (an “Affiliated Holder Demand Notice”), all holders of Restricted Shares and shall offer to require the Company, pursuant include in such proposed registration any Restricted Shares requested to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration proposed registration by such holders who respond in writing to the Company's notice within 15 days after delivery of such notice (which response shall specify the number of Restricted Shares proposed to be included in such registration and the intended methods method of disposition thereofdistribution, which may be pursuant to a shelf registration). If Registrable Securities are a registration pursuant to be distributed by Eclipse Holdings Section 7 hereof is available, the holders of Restricted Shares shall utilize such registration instead of making a request pursuant to one or more Limited Partners to permit this Section 5, unless the sale holders of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner Restricted Shares reasonably determine that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing it is advantageous to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right holders of Restricted Shares to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registrationmake a request under this Section 5. The Company shall promptly use commercially reasonable its best efforts to include any Registrable effect such registration on an appropriate form under the Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if Act of the Restricted Shares which the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after been so requested to register; provided, however, that the Company receives shall not be -------- ------- obligated to effect any registration under the Affiliated Holder Demand Notice.Securities Act except in accordance with the following provisions:

Demand Registration. (i) At any time, each Affiliated Holder shall have, Subject to the extent it holds Registrable Securitiesterms and conditions of this Agreement (including Section 2(b)(iii)), at any time on or after the option earlier to occur of (A) the second (2nd) anniversary of the Effective Date and right(B) the date that is one hundred eighty (180) days after the completion of the Initial Public Offering, exercisable by delivering a upon written notice to the Company (an a “Affiliated Holder Demand Notice”), to require ) delivered by (x) Holders beneficially owning not less than ten percent (10%) of the Company, pursuant to the terms then outstanding shares of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified Company Common Stock in the Affiliated aggregate or (y) a Holder that, together with its Affiliates, is both a Ten Percent Holder as of the date of this Agreement and could reasonably be considered an “Affiliate” (disregarding the proviso in the first sentence of the definition thereof) of the Company as of the date of such Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement Notice (an “Affiliated Holder”), which for the avoidance of doubt shall include any Holder with respect to which there is a director serving on the Board who was appointed by, or is otherwise employed by or affiliated with, such Holder or its Affiliates (each of the foregoing being referred to as the “Initiating Holders”) at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of any or all of the Registrable Securities held by such Holders, the Company shall promptly (but in any event, not later than five (5) Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Affiliated Holder Company shall promptly file the appropriate registration statement (the “Demand Notice must set forth Registration Statement”) and use its reasonable best efforts to effect, at the number earliest practicable date, the registration under the Securities Act and type under the applicable state securities laws of (1) the Registrable Securities that which the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and Company has been so requested to register by the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner Initiating Holders in the Resale DistributionDemand Notice, and (ii2) offers such Limited Partner the right to include all (but not less than all) of such other Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if which the Company has received a been requested to register by the Demand Eligible Holders by written request for inclusion therein from such Limited Partner (the “Demand Eligible Holder Request”) given to the Company within three ten (310) Business Days after the Company receives giving of such written notice by the Affiliated Holder Demand NoticeCompany, in each case subject to Section 2(b)(v), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered.

Demand Registration. (ia) At any timetime after June 1, each Affiliated Holder shall have, to the extent it holds Registrable Securities1998, the option and rightHolders shall have the right to request (each such request, exercisable by delivering a written notice to "Registration Demand") that the Company file a registration statement under the Securities Act in respect of all or any portion of such Holder's Eligible Securities; provided that if any Holders shall request that a portion, but not all, of its Eligible Securities be registered in accordance with this Section 7.1 (an “Affiliated Holder Demand Notice”including a requested Takedown pursuant to subsection (c)(ii) below), to require such portion shall include not less than two hundred and fifty thousand (250,000) shares of Eligible Common Stock (or such lesser number of such shares having a market valuation of at least $5,000,000 as of the Companydate the Registration Demand is made, pursuant to based on the terms Closing Price on such date). A Registration Demand shall specify the number of and subject to shares of Eligible Common Stock (and, in the limitations contained in this Agreement, to prepare and file with the Commission case of a Registration Statement registering the offering and sale of Registrable Securities (whether Demand by the Affiliated Initial Holder, the number of Warrants) that each such Holder directly or indirectly by Limited Partners) on the terms and conditions specified proposes to sell in the Affiliated Holder Demand Noticeoffering. If no Shelf Registration Statement shall be effective as of the date of the Registration Demand, which the demanding Holders may include sales on a delayed elect to register such Eligible Securities in accordance with either Section 7.1(c)(i) or continuous basis pursuant to Rule 415 pursuant to Section 7.1(d). If a Shelf Registration Statement (an “Affiliated Holder Demand Registration”shall be effective as of the date of the Registration Demand, then all demanding Holders shall be deemed to have elected to register their Eligible Securities pursuant to Section 7.1(c)(ii). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner Holders may make in the Resale Distribution, aggregate two (2) Registration Demands pursuant to Sections 7.1(c)(i) and 7.1(d) and four (ii4) offers such Limited Partner the right Registration Demands per year pursuant to include all (but not less than allan existing Shelf Registration Statement pursuant to Section 7.1(c)(ii) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if for which the Company has received a written request will pay and bear all costs and expenses in accordance with Section 8.3 and thereafter the Holders may make an unlimited number of Registration Demands for inclusion therein from which such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticerequesting Holders shall pay and bear all costs and expenses.

Demand Registration. (a)Upon the earlier of (i) At any time, each Affiliated Holder shall have, to the extent it holds Registrable Securitiesfifth anniversary of the date of this Agreement and (ii) the six-month anniversary of the Company’s IPO, the option and rightCompany agrees that, exercisable by delivering upon the written request of either RN Stockholder or MTVN Stockholder so long as RN Stockholder or MTVN Stockholder, as applicable, owns at least twenty-five percent (25%) of the then outstanding shares of Voting Stock (the “Initiating Holders”) (a written notice to the Company (an “Affiliated Holder Demand NoticeRegistration”), to require the Company, pursuant to the terms it will as promptly as reasonably practical (but in any event within 45 days of and subject to the limitations contained in this Agreement, to receipt of such request) prepare and file with a registration statement under the Commission Securities Act (a “Registration Statement”, which term will include any amendments thereto and any documents incorporated by reference therein); provided that (i) the Company will not be obligated to effect (x) a Demand Registration if a Registration Statement registering pursuant to this Section 6.01 or Section 6.02 in which the offering holders of Registrable Securities had the right to include Registrable Securities was declared effective within 12 months prior to the date of the request for a Demand Registration, so long as the number of Registrable Securities which the holders of Registrable Securities requested to include in such Registration Statement was not reduced pursuant to Section 6.03 or (y) more than one Demand Registration (other than Demand Registrations taking the form of Shelf Options) for each of RN Stockholder and MTVN Stockholder (for a total of up to two Demand Registrations) under this Agreement and (ii) the Registrable Securities for which a Demand Registration has been requested will have a value (based on the average closing price per share of the Common Stock (or any successor security) for the ten trading days preceding the delivery of the Initiating Holders’ request for such Demand Registration, or, if such average trading information is not available, as determined in good faith by the Board) of not less than $10,000,000 (or, in the case of a Shelf Option, $5,000,000); provided further that no registration will be counted towards the limitation in clause (i)(y) of the previous proviso unless all Registrable Securities requested to be registered where so registered or such registration was withdrawn at the request of the Initiating Holders (other than as a result of a material adverse change to the Company). Each such request for a Demand Registration by the Initiating Holders will specify the number of shares of Registrable Securities proposed to be offered for sale and will also specify the intended method of distribution thereof and, following receipt of such demand, the Company will give written notice of such Demand Registration to the holders of Registrable Securities (whether other than the Initiating Holders) as soon as practicable (but in no event less than 30 days before the anticipated filing date), and upon the written request, given within 15 days after delivery of any such notice by the Affiliated Holder directly or indirectly by Limited PartnersCompany, of any such holder of Registrable Securities (other than the Initiating Holders) to include in such Demand Registration Registrable Securities (which request shall specify the number of Registrable Securities proposed to be included in such registration), the Company will cause all such Registrable Securities to be included in such registration on the same terms and conditions specified as the Registrable Securities of the Initiating Holders. Upon the written request of Initiating Holders holding at least ten percent (10%) of the Registrable Securities then outstanding, the Demand Registration shall be effected by filing the Registration Statement on Form S-3 (if such form is available for such offering or, if such form is not available for such offering, other appropriate form) (the “Shelf Registration Statement”) which provides for the sale by the Participating Stockholders of their Registrable Securities from time to time in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis underwritten public offerings pursuant to Rule 415 pursuant to a under the Securities Act (the “Shelf Registration Statement (an “Affiliated Holder Demand RegistrationOption”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner ; provided that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner Initiating Holders may not elect the Shelf Option if the request thereunder is in connection with or would constitute the Resale Distribution, Company’s IPO and (ii) offers such Limited Partner the right to include all (but Initiating Holders may not less elect more than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include one Shelf Option within any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Notice365 day period.

Demand Registration. (i) At If the Company shall receive, at any timetime after the date of this Agreement, each Affiliated Holder shall have, to the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to request (a "Demand") from the Holders of at least 25% of the Registrable Securities then outstanding that the Company file a registration statement (an “Affiliated Holder Demand Notice”)other than on Form S-3) under the Act covering the registration of at least 25% of the Registrable Securities then outstanding, then the Company shall give written notice of such request (the "Notice of Demand") to require the Companyall Holders and shall, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth below, use its best efforts to effect as soon as practicable the number and type registration under the Act of all Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are Holders request to be distributed registered in (a) the Demand or (b) a written request given within twenty (20) days of the mailing of the Notice of Demand by Eclipse Holdings the Company. Notwithstanding the foregoing, if the Company shall furnish to one Holders requesting a registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer or more Limited Partners other responsible officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, including a majority of the directors designated by Purchasers, it would be seriously detrimental to permit the sale Company and its shareholders for such registration statement (or any amendment thereto) to be filed and it is therefore essential to defer the filing of such Registrable Securities directly by such Limited Partners as Selling Stockholders registration statement (such a distribution, a “Resale Distribution”or any amendment thereto), Eclipse Holdings the Company shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner have the right to include all defer such filing for a period of not more than ninety (but 90) additional days; provided, however, that the Company shall only be able to defer any Demand one (1) time in any 24-month period. In addition, the Company shall not be required to file a registration statement pursuant to this Section 2 if (a) if the Holders, together with the Holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than all$300,000 or (b) if the Company has, within 180 days preceding the date of such Registrable Securities in request, already effected a registration for the Affiliated Holder Demand RegistrationHolders pursuant to this Section 2. The Company shall use commercially reasonable efforts is obligated to include any Registrable Securities effect only three registrations pursuant to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticethis Section 2.

Demand Registration. Investors holding not less than one-half of the shares of Restricted Stock then held by Investors, may request the Company to register under the Securities Act not less than one-half of all shares of Restricted Stock then held by the Investors as a group for sale in the manner specified in such notice (ishares of Restricted Stock issuable upon exercise of any option, warrant, or right which is then immediately exercisable and shares of Restricted Stock issuable upon conversion of any convertible security which is then immediately convertible, shall be deemed held by such Investor for the purposes of this Section 5.1). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 5.1 within six months after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the Investors shall have been entitled to join pursuant to Sections 5.2 or 5.3 hereof, and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested by such Investors. If the Company receives a notice from an Investor or Investors that imposes on the Company the registration obligations of this Section 5.1, and if, in the reasonable opinion of the Board of Directors of the Company the general market conditions are not appropriate at the time for an offering, the Company may, at its option, delay the commencement of the performance of the Company's obligation pursuant to this Section 5.1 for up to one hundred twenty (120) At days. If an Investor specifies in the notice, that the method of disposition of the Restricted Stock shall be an underwritten public offering, the Investor may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Company shall be obligated to register Restricted Stock pursuant to this Section 5.1 on two occasions only (irrespective of the number of Investors requesting such registration), PROVIDED, HOWEVER, that such obligation shall be deemed satisfied only when a registration statement covering shares of Restricted Stock, for sale in accordance with the method of disposition specified by the requesting Investor, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, such shares shall have been sold pursuant thereto. The Company shall be entitled to include in any timeregistration statement referred to in this Section 5.1 for sale in accordance with the method of disposition specified by the requesting Investor, each Affiliated Holder shall haveshares of Common Stock to be sold by the Company for its own account, except as and to the extent it holds Registrable Securitiesthat 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 for registration statements on Forms S-4 or S-8, or any successor thereto, the option and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a Registration Statement registering notice from the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis requesting Investor pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth this Section 5.1 until the number and type completion of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and period of distribution of the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeregistration contemplated thereby.

Demand Registration. From and after the earlier of (ix) At any timedate that is one calendar year after the date hereof, (y) the occurrence of a Seller Breach, and (z) the date that the Purchaser no longer owns 5% of the outstanding Common Stock, in each Affiliated case after receipt of a written request from the Holders owning 50% of the Registrable Securities of each class requesting that the Company effect the registration of all or a portion of the Registrable Securities and specifying the intended method or methods of disposition thereof (a "Holder shall haveNotice"), the Company shall, as expeditiously as is possible, use its reasonable best efforts to effect the registration for sale under the Securities Act of all shares of Registrable Securities which the Company has been so requested to register by such Holders, all to the extent it holds required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of such Registrable Securities so registered; provided, however, that the Company shall not be required to effect more than one (1) registration of any Registrable Securities pursuant to this Section 2(a) except as otherwise expressly provided herein. Notwithstanding any provision of this Agreement to the contrary, however, the rights granted to the Purchaser and the Holders pursuant to this Agreement including, without limitation, this Section 2(a), shall be irrevocably terminated upon the occurrence of a Purchaser Breach. 5 If the managing underwriter of a proposed public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such other registering security holders would materially and adversely affect the distribution of such securities by the Company or such registering security holders, then the Company may require all selling security holders (other than the Company) to reduce the amount of securities each intended to distribute through such offering on a pro rata basis; provided, however, that if the Company requires such reduction, and if Holders requesting such registration pursuant to this Section 2(a) are unable to include in such registration Registable Securities that they requested be included in such registration in the related Holder Notice that constitute Substantial Market Value Securities, due to such pro rata reduction (the option Registrable Securities that such Holder so requested to be included in such registration that were not included in such registration due to such pro rata reduction being referred to herein as the "Reduction Shares", and the registration in which such reduction occurred being referred to herein as a "Failed Registration"), then subject to the other provisions hereof applicable to a demand registration the Holders of the Reduction Shares shall have the right, exercisable commencing on the day that is two calendar months after the termination of the Registration Period relating to the Failed Registration by delivering a written notice sent to the Company by Holders of 50% of the Reduction Shares (an “Affiliated Holder Demand a "Repurchase/Register Notice”"), to require the Company to elect (at the Company, 's option) to either register the Reduction Shares otherwise pursuant to this Section 2(a) or, if the terms foregoing offer to sell or resulting sale is then lawful, to repurchase the Reduction Shares at the higher of and subject (i) the price per share for which Registrable Securities were actually sold in the Failed Registration, or (ii) the Market Price on the date the Repurchase/Register Notice is sent to the limitations contained Company in compliance with this Agreement; provided, however, that the Holders shall not be deemed hereby or thereby to have made any offer to sell to the Company that does not comply with applicable law and the Company shall not be entitled or deemed to be entitled to repurchase such Reduction Shares or to be offered the right to or solicit the right to repurchase such Reduction Shares or deemed to have bid for such Reduction Shares hereby or thereby if such repurchase, offer, or bid would violate any applicable securities law; and provided further, however, that any such repurchase shall otherwise comply with the procedures applicable to the Company's right to repurchase securities upon the occurrence of a Purchaser Breach set forth in Article VIII of the Stock Purchase Agreement, to prepare and file the extent that such procedures do not conflict with the Commission provisions hereof, without requirement for the occurrence of a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand RegistrationPurchaser Breach. The Company shall use commercially reasonable efforts respond to include any Registrable Securities such Repurchase/Register Notice by written notice to the Purchaser within 30 business days after its receipt of the Repurchase/ Register Notice (an "Election Notice"), which Election Notice shall set forth whether the Company desires to so register such Reduction Shares or to repurchase such Reduction Shares; provided, however, that the Company shall be deemed to have elected to register such Reduction Shares if it does not give such notice within such 30 business day period. If the Company so elects to repurchase such Reduction Shares, and if the Market Price requires an agreement of the Company and such holders as to the fair market value of such Reduction Shares, the consummation of such repurchase shall not be required to be received by a Limited Partner upon a Resale Distribution consummated until as 6 soon as practicable after such fair market value has been determined as set forth in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticedefinition of Market Price set forth herein.

Demand Registration. (i) At any time, each Affiliated Holder shall have, Subject to the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained conditions set forth in this Agreement, if the Company is unable under applicable law and the rules and policies of the SEC to prepare and file with an Issuance Registration Statement, at any time after one (1) year from the Commission date of the IPO, the Company shall, at the written request of a Holder who is unable to sell its Registrable Shares pursuant to Rule 144(k) under the Securities Act, cause to be filed as soon as practicable after the date of such request by such Holder a Registration Statement registering under Rule 415 under the offering and Securities Act relating to the sale of Registrable Securities (whether by the Affiliated Holder directly of all or indirectly any integral multiple of 100,000 shares of the Registrable Shares held by Limited Partners) on such Holder in accordance with the terms hereof, and conditions specified in shall use reasonable efforts to cause such Registration Statement to be declared effective by the Affiliated Holder Demand NoticeSEC as soon as practicable thereafter; provided, which may include sales on a delayed or continuous basis however, that the Company shall not be required to effect more than two demand registrations pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”this Section 3(b). The Affiliated Company may, in its sole discretion, elect to file a Registration Statement with respect to any or all of the Shares before receipt of notice from any Holder, and to combine sales by more than one Holder Demand Notice must set forth into any single Registration Statement. The Company agrees to use reasonable efforts to keep each Registration Statement continuously effective until the number and type earlier of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distributionsix months thereafter, and or (ii) offers the date on which such Limited Partner Holder no longer holds any Registrable Shares. Notwithstanding the foregoing provisions of this Section 3(b), during any period of time which the Company has a Registration Statement in effect under the provisions of Rule 415 of the Securities Act relating to the original issuance by the Company of shares of Common Stock in connection with the redemption of Holders' Units, such Holders will not have the right to include all (but not less than all) request the registration of such Registrable Securities in Shares under the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeprovisions of this Section 3(b).

Demand Registration. (i) At any time, each Affiliated Holder shall have, Subject to the extent it holds Registrable Securitiesterms and conditions of this Agreement (including Section 2(a)(ii)), the option and right, exercisable by delivering a upon written notice to the Company (an a “Affiliated Holder Demand Notice”)) delivered by an Initiating Holder or group of Initiating Holders at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of any or all of the Registrable Securities held by such Holders, the Company shall promptly (and in any event within five (5) Business Days) give written notice of the receipt of such Demand Notice to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale all other Holders of Registrable Securities then outstanding (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distributioneach, a “Resale DistributionDemand Eligible Holder”) and shall promptly file a registration statement (the “Demand Registration Statement”), Eclipse Holdings shall deliver a written notice and use its commercially reasonable efforts to each Limited Partner that effect the registration under the Securities Act and applicable state securities laws of (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing which the Company has been so requested to such Limited Partner register by the Initiating Holders in the Resale DistributionDemand Notice, and (ii) offers such Limited Partner all other Registrable Securities which the right Company has been requested to include register by the Demand Eligible Holders by written request given to the Company within five (5) Business Days (the “Demand Eligible Holder Request”), in each case subject to Section 2(a)(v)), all to the extent required to permit the disposition (but not less than allin accordance with the intended methods of disposition) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder so registered. Any Demand Registration if may, at the option of the Initiating Holder(s), be a “shelf” registration pursuant to Rule 415, including, to the extent the Company has received is eligible, pursuant to a written request for inclusion therein from Form S-3 registration statement (or the equivalent). The Company may effect any requested Demand Registration pursuant to a Shelf Takedown Prospectus Supplement if a shelf registration is then in effect with respect to such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand NoticeRegistrable Securities.

Demand Registration. The Company may include in a Demand Registration shares of Common Stock for the account of the Company or for the account of other holders thereof exercising contractual piggy-back or demand rights, on the same terms and conditions as the Registrable Common Stock to be included therein for the account of the Demanding Holders and any Other Holders; provided, however, that (i) At if the managing Underwriter or Underwriters of any timeunderwritten offering described in Section 2 hereof have informed the Company in writing that it is their opinion that the total number of shares which the Demanding Holders and Other Holders, each Affiliated Holder the Company and any such other holders intend to include in such offering is such as to adversely affect the success of such offering, then (x) the number of shares of Registrable Common Stock to be offered for the account of such other holders shall havebe reduced (to zero, if necessary), in the case of this clause (x) pro rata in proportion to the respective number of shares of Registrable Common Stock requested to be registered and (y) thereafter, if necessary, the number of shares of Registrable Common Stock to be offered for the account of the Company (if any) shall be reduced (to zero, if necessary), to the extent it holds Registrable Securities, necessary to reduce the option and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms total number of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale shares of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant Common Stock requested to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration offering to the number of shares of Registrable Common Stock, if any, recommended by such managing Underwriters (and if the number of shares of Registrable Common Stock to be offered for the account of each such Person has been reduced to zero, and the intended methods number of disposition thereof. If shares of Registrable Securities are Common Stock requested to be distributed registered by Eclipse Holdings to one or more Limited Partners to permit the sale Demanding Holders and Other Holders exceeds the number of such shares of Registrable Securities directly Common Stock recommended by such Limited Partners as Selling Stockholders (such a distributionmanaging Underwriters, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies then the amount number of shares of Registrable Securities that Eclipse Holdings estimates distributing Common Stock to such Limited Partner be offered for the account of the Demanding Holders and Other Holders shall be reduced pro rata in proportion to the Resale Distribution, respective number of shares of Registrable Common Stock requested to be registered by the Demanding Holders and Other Holders) and (ii) offers if the offering is not underwritten, no other party, including the Company, shall be permitted to offer securities under any such Limited Partner Demand Registration unless a majority of the right shares of Registrable Common Stock held by the Demanding Holder and Other Holders consent to include all (but not less than all) the inclusion of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeshares therein.

Demand Registration. (ia) At any timeIf the Company shall be requested by holders of at least 20% of the total number of outstanding Restricted Shares (assuming conversion of all shares of Convertible Preferred Stock) to effect a registration under the Securities Act of all or a portion of Restricted Shares with an aggregate Fair Market Value as of the date of such request equal to at least $25,000,000, each Affiliated Holder or, if the Restricted Shares have an aggregate Fair Market Value of less than $25,000,000, all of the remaining Restricted Shares, in accordance with this Section, then the Company shall have, to the extent it holds Registrable Securities, the option and right, exercisable by delivering a promptly give written notice of such proposed registration to the Company (an “Affiliated Holder Demand Notice”), all holders of Restricted Shares and shall offer to require the Company, pursuant include in such proposed registration any Restricted Shares requested to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration proposed registration by such holders who respond in writing to the Company's notice within 15 days after delivery of such notice (which response shall specify the number of Restricted Shares proposed to be included in such registration and the intended methods method of disposition thereofdistribution, which may be pursuant to a shelf registration). If Registrable Securities are a registration pursuant to be distributed by Eclipse Holdings Section 7 hereof is available, the holders of Restricted Shares shall utilize such registration instead of making a request pursuant to one or more Limited Partners to permit this Section 5, unless the sale holders of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner Restricted Shares reasonably determine that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing it is advantageous to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right holders of Restricted Shares to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registrationmake a request under this Section 5. The Company shall promptly use commercially reasonable its best efforts to include any Registrable effect such registration on an appropriate form under the Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if Act of the Restricted Shares which the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after been so requested to register; provided, however, that the Company receives shall not be obligated to effect any registration under the Affiliated Holder Demand Notice.Securities Act except in accordance with the following provisions:

Demand Registration. (a) Any Investor or Investors may at any time following the second anniversary of the date of this Agreement require the Company to file a registration statement under the Securities Act in respect of all or a portion of the Registrable Shares (as defined below) owned by such Investors (provided that (i) At such request covers either (A) Registrable Shares with a market value on the date of such request of not less than U.S.$75 million, or (B) not less than (1) 3.5 million Registrable Shares, in the case of the first Demand Request, or (2) all remaining Registrable Shares (provided that such amount is greater than 750,000 shares), in the case of the second Demand Request, (ii) the Company shall not be obligated to file a registration statement relating to any timerequest under this Section 6.1 (a) within a period of 180 days after the effective date of any other registration statement relating to any request under this Section 6.1 (a) and (iii) the Investors shall not be entitled to require the Company to effect more than two requested registrations pursuant to this Section 6.1 (a)) (provided that any registration statement filed at the request of an Investor pursuant to this Section 6.1 (a) will not count as a Demand Request unless effectiveness is maintained until the earlier of the completion of the offering and the date that is 90 days following the effective date of such registration statement), each Affiliated Holder shall have, by delivering to the extent it holds Registrable Securities, the option and right, exercisable by delivering Company a written notice to stating that such right is being exercised, specifying the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale number of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant Shares to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder registration and describing the intended method of distribution thereof (a Demand Registration Request). Upon receipt of a Demand Request, the Company shall provide written notice of such Demand Request to each Investor that has not signed such Demand Request. Upon the written election of any such Investor, given within ten business days following the receipt by such Investor of any such written notice from the Company (which election shall specify the number of Registrable Shares intended to be disposed of by such Investor), the Company shall include such Registrable Shares in such registration statement. In connection with any registration pursuant to this Section 6.1, the Company and the intended methods of disposition thereof. If Registrable Securities are Participating Investors will consult and cooperate with each other to be distributed by Eclipse Holdings to one or more Limited Partners to permit determine the sale appropriate form of such registration and related marketing of the Registrable Securities directly Shares; provided, however, that unless otherwise agreed by the Company and the Participating Investors, any such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings registration and the manner of marketing Registrable Shares shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner be in the Resale Distributionform of a fully underwritten offering; it being understood that nothing contained in this sentence shall in any way affect or prejudice the rights and obligations of the Investors and the Company under Section 6.4. Registrable Shares means (x) Conversion Shares, (y) any other shares of Class A Stock held by Investors as of the consummation of the Transaction and (iiz) offers such Limited Partner the right to include all any securities that may be issued in respect of (but not less than allx) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Notice.and

Demand Registration. (ia) At any timetime from and after 180 days following the date hereof and subject to Section 2(c) hereof, after receipt of a written request from a Holder requesting that Company effect a registration (a "Demand Registration") under the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof, Company shall promptly notify all Holders in writing of the receipt of such request and each Affiliated such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned Company's notice) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 2, and such Holder shall havespecify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Thereupon Company shall, as expeditiously as is possible, file with the SEC and use its reasonable best efforts to cause to be declared effective, a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities which Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners required to permit the sale disposition (in accordance with the intended method or methods thereof, as aforesaid) of such the Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distributionso registered, a “Resale Distribution”)provided; however, Eclipse Holdings shall deliver a written notice that the aggregate value of the Registrable Securities requested to each Limited Partner that be registered (i) specifies be at least $100,000,000, based on the amount closing trading price of Registrable Securities that Eclipse Holdings estimates distributing the Class A Common Stock on the date the demand to file such Limited Partner in the Resale Distribution, and Demand Registration Statement is made or (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in which remain outstanding at such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticetime.

Demand Registration. (i) At any timetime after the expiration of the Lock-Up Period, each Affiliated any Holder shall have, to the extent it holds Registrable Securities, have the option and right, exercisable by delivering a written notice to the Company (an a “Affiliated Holder Demand Notice”), to require the CompanyCompany to, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an a “Affiliated Holder Demand Registration”); provided that the Company shall not (A) in the case of the WP Member, be obligated to effect more than two Demand Registrations on Form S-1 within any 12-month period and (B) in the case of all other Holders (other than the WP Member), be obligated to effect more than two Demand Registrations in the aggregate (whether on Form S-1 or any successor form or other appropriate form under the Securities Act, including Form S-3) within any 12-month period. The Affiliated Holder Demand Notice must set forth include such information regarding the Holder, the number and type of Registrable Securities that the Affiliated Initiating Holder anticipates will be included intends to include in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are thereof as shall be required to be distributed by Eclipse Holdings to one or more Limited Partners to permit effect the registration of the sale of such the Holder’s Registrable Securities. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Registrable Securities directly by such Limited Partners of the Holders and their respective Affiliates to be included therein have an aggregate value, based on the VWAP as Selling Stockholders of the date of the Demand Notice, of at least $30 million (such a distribution, a the “Resale DistributionMinimum Amount”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Notice.

Demand Registration. (ia) At any timetime after the first anniversary of the consummation of the Merger, each Affiliated Holder the Holder(s) of Shares representing a "Majority" (as hereinafter defined), of such securities shall have, have the right (which right is in addition to the extent it holds Registrable Securities, the option and rightPiggyback Registration rights provided for under Section 1 hereof), exercisable by delivering a written notice to the Company Company, which may be given ten (an “Affiliated Holder 10) months from the date hereof (a "Demand Notice”Registration Request"), to require have the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to Company prepare and file with the Commission Commission, at the sole expense of the Company (except as hereinafter provided), in respect of up to the aggregate number of Shares held by the Holders having an aggregate value based upon the average bid and ask price for the five (5) trading days proceeding the effective date of the registration statement equal to $2,500,000 (the "Demand Shares"), a Registration Statement registering the so as to permit a public offering and sale of Registrable Securities the Demand Shares; provided however, that the Company is then eligible to register the Demand Shares on Form S-3 (whether or successor form) and, if the Holder intends to distribute the Demand Shares by means of an underwriting, then the Holder shall so notify the Company in the Demand Registration Request. The underwriter shall be selected by the Affiliated Holder directly or indirectly by Limited Partners) on and be reasonably acceptable to the terms Company. The Company and conditions specified other stockholders may, at the Company's sole discretion, have other shares of the Company's common stock included in such Registration Statement, provided that in the Affiliated Holder event that an underwriter requires a limitation in the total number of shares in the offering for marketing purposes, then only the shares of the Company proposed to be offered by the Company and such other stockholders shall be cutback, and the Holder's Demand NoticeShares shall not be subject to such cut-back. For purposes of this Agreement, which may include sales on a delayed or continuous basis pursuant the term "Majority" in reference to Rule 415 the Holders shall mean in excess of sixty-five percent (65%) of the then outstanding Shares held by Holders that have not been resold to the public pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth registration statement filed with the number and type of Registrable Securities that Commission under the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand NoticeAct.

Demand Registration. (ia) At any timetime following the expiration of the Relevant Restricted Period, each Affiliated Holder shall haveif the Company is unable to file, cause to be effective or maintain the effectiveness of a Shelf Registration Statement as required under Section 4.1 hereof, subject to the extent it holds Registrable Securitiesrestrictions set forth in Section 3.2, the option and Investors’ Representative shall have the right, exercisable by delivering a written notice to the Company (an a “Affiliated Holder Demand Notice”), to require the Company, pursuant Company to the terms of register under and subject to the limitations contained in this Agreement, to prepare and file accordance with the Commission a Registration Statement registering provisions of the offering and sale Securities Act the number of Registrable Securities Beneficially Owned by any Investors and requested by such Demand Notice to be so registered (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder ; provided, however, that the Company shall not be required to effect a Demand Registration pursuant to this Section 4.2(a) after the Company has effected two (2) Demand Registrations pursuant to this Section 4.2(a); and provided, further, that the Investors shall not be entitled to deliver to the Company more than one (1) Demand Registration in any 12-month period and, in any event, a Demand Notice must set forth may only be made if the number and type sale of the Registrable Securities requested to be registered by the Investors’ Representative includes at least 25% of the shares of Company Common Stock into which the originally issued shares of the Preferred Stock (which, for the avoidance of doubt, shall include all of the shares of Preferred Stock that were issued to each of the Affiliated Holder anticipates will Investors and MSD under the Purchase Agreements) may be included converted or is reasonably expected to result in such Affiliated Holder aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission). For all purposes under this Section 4.2(a), any Demand Registration delivered to the Company by MSD under the MSD Stockholder Agreement shall be considered to be a Demand Registration delivered under this Section 4.2(a) and a Joint Demand Registration shall be deemed to be a single Demand Registration under this Section 4.2(a). A Demand Notice shall also specify the intended expected method or methods of disposition thereofof the applicable Registrable Securities. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit Following receipt of a Demand Notice, the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any file, as promptly as reasonably practicable, but not later than 30 days after receipt by the Company of such Demand Notice, a Registration Statement relating to the offer and sale of the Registrable Securities requested to be received included therein by the Investors thereof in accordance with the methods of distribution elected by such Investors (a Limited Partner upon a Resale Distribution in such Affiliated Holder “Demand Registration if Statement”) and shall use commercially reasonable efforts to cause such Registration Statement to be declared effective under the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days Securities Act as promptly as practicable after the Company receives the Affiliated Holder Demand Noticefiling thereof.

Demand Registration. (i) At any time, each Affiliated Holder shall have, time following the date hereof and expiration or waiver of any lockup applicable to the extent it holds Registrable Securitiessuch Holders party hereto, the option and right, exercisable by delivering a written notice to Holder may request in writing that all or part of the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities held by them shall be registered under the Securities Act (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth Company shall effect the number and type registration of all such or such part of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner soon as practicable; provided that (i) specifies the Company shall not be required to effect any registration under this Section 3.2 within a period of ninety (90) days following the effective date of a previous registration for which the Holder had an opportunity to participate, and (ii) this provision shall not apply if a shelf registration on Form S-3, as applicable, has been filed pursuant to Section 3.3 and is effective and available for use. The Company shall not be required to effect (x) more than three (3) registrations in any 12 month period under this Section 3.2 requested by the Holder; or (y) any offering where the reasonably expected gross proceeds to the Holder from such offering is less than $35.0 million. If the Company shall furnish to the Holder a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company or its shareholders for a registration under this Section 3.2 to be effected at such time, the Company shall have the right to defer such registration for a period of not more than sixty (60) days after receipt of the request of the Holder under this Section 3.2, provided that the Company shall not utilize this right more than twice in any twelve (12) month period (which can be, for the avoidance of doubt, run consecutively), and provided, further, that the Company shall not provide the Holder with the reason for the deferral unless the Holder has agreed to receive such information. The Holder may elect to withdraw from any offering pursuant to this Section 3.2 by giving written notice to the Company and the underwriter(s) of its request to withdraw prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration. If the Holder withdraws from a proposed offering relating to a Demand Registration then either the Holder shall reimburse the Company for the costs associated with the withdrawn Demand Registration (in which case such registration shall not count as a Demand Registration provided for in this Section 3.2) or such withdrawn registration shall count as a Demand Registration provided for in this Section 3.2. Notwithstanding any other provision of this Section 3.2, if the managing underwriter advises the Holder in writing that marketing factors require a limitation on the dollar amount or the number of shares to be underwritten, then the amount of Registrable Securities proposed to be registered shall be reduced appropriately; provided that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include any event all (but not less than all) of such Registrable Securities held by the Holder and which are requested to be included must be included in such registration prior to any other shares of the Affiliated Holder Demand RegistrationCompany, including shares held by persons other than the Holder. The Company shall use commercially reasonable efforts not register securities for sale for its own account in any registration requested pursuant to include any Registrable Securities this Section 3.2 unless permitted to be received do so by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after consent of the Company receives the Affiliated Holder Demand NoticeHolder.

Demand Registration. (i) At any time, each Affiliated Holder shall have, Subject to the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained conditions set forth in this Agreement, at any time after one hundred eighty (180) days from the date of the closing of the Acquisition Agreement, the Company shall, at the written request of a Holder who is unable to prepare and file with sell its Registrable Shares pursuant to Rule 144(k) under the Commission Securities Act, cause to be filed as soon as practicable after the date of such request by such Holder a Registration Statement registering under Rule 415 under the offering Securities Act relating to the sale by the Holder of all or a portion of the Registrable Shares held by such Holder in accordance with the terms hereof, and sale shall use reasonable efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If the Holder chooses to register less than all of the Registrable Shares at one time, then (i) it must seek to register a minimum of 10,000 Shares (or if such Holder owns less than 10,000 Registrable Shares, the total number of Registrable Securities Shares then owned), (whether by ii) no Holder (including the Affiliated Holder directly or indirectly by Limited Partnersmaking the request) has made a request to register any Registrable Shares during the one (1) year period ending on the terms date of such request; and conditions specified (iii) the total number of requests which may be made by Holders in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement aggregate under this Section 3(a) shall not exceed three (an “Affiliated Holder Demand Registration”3). The Affiliated Holder Demand Notice must set forth Company may, in its sole discretion, elect to file a Registration Statement with respect to any or all of the number and type Shares before receipt of Registrable Securities that notice from any Holder. The Company agrees to use reasonable efforts to keep the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and Statement continuously effective until the intended methods earlier of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distributionsix (6) months thereafter, and or (ii) offers the date on which such Limited Partner Holder no longer holds any Registrable Shares. Notwithstanding the foregoing provisions of this Section 3(a), during any period of time which the Company has a Registration Statement in effect under the provisions of Rule 415 of the Securities Act relating to the original issuance by the Company of shares of Common Stock in connection with the redemption of Holders' Units, or in the alternative, if the registration of such original issuance is not practicable, the sale by Holders of Registrable Shares in the form of the Common Stock to be received in connection with the redemption of Holders' Units then, such Holders will not have the right to include all (but not less than all) request the registration of such Registrable Securities in Shares under the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeprovisions of this Section 3(a).

Demand Registration. (i) At any time, each Affiliated Holder shall have, time and from time to time commencing one hundred and eighty (180) days after the extent it holds Registrable Securities, the option and right, exercisable by delivering a consummation of an Initial Public Offering upon written notice to the Company (an a “Affiliated Holder Demand Notice”), to require ) delivered by a Qualified Member or Qualified Members requesting that the Company, Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering on Form S-4 or Form S-8 or any similar or successor form under the offering and sale Securities Act) of any or all of the Registrable Securities held by such Qualified Member(s), the Company shall promptly (but in any event, not later than five (5) Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Members that, to its knowledge, hold Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distributioneach, a “Resale DistributionDemand Eligible Member”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use its commercially reasonable efforts, within thirty (30) days following the receipt of such Demand Notice (subject to compliance with any applicable covenants in any underwriting agreement for a previous registration effected under this Section 10.1(a) or under Section 10.1(b)), file the appropriate Registration Statement (the “Demand Registration Statement”) subject to Section 10.1(a)(ii) and use its commercially reasonable efforts to include effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Member(s) in the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Member(s) that the Company has been requested to register by the Demand Eligible Members by written request (the “Demand Eligible Member Request”) given to the Company within twenty (20) days following the receipt of such Demand Notice, and (C) any Registrable Securities to be received offered and sold by a Limited Partner upon a Resale Distribution the Company, in such Affiliated Holder each case subject to Section 10.1(a)(ii), all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be so registered. Notwithstanding anything in this Section 10.1 to the contrary, the Company shall not be obligated to (I) effect more than two (2) Demand Registrations in any six (6)-month period or (II) effect any Demand Registration if within ninety (90) days from the Company has received date of effectiveness of a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand NoticeRegistration Statement.

Demand Registration. (i) At any timetime beginning on the date of this Agreement, each Affiliated Holder the Initiating Holders may request in writing that all or part of the Existing Investors' Registrable Shares shall havebe registered for trading on any securities exchange. Any such demand must request the registration of shares in a minimum amount of (A) in the case of an IPO, Ten Million United States Dollars ($10,000,000); or (B) other than in the case of an IPO, Three Million United States Dollars ($3,000,000). Within 20 days after receipt of any such request, the Corporation shall give written notice of such request to the other Holders and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such demand registration and provide the Corporation with written requests for inclusion therein within 15 days after the receipt of the Corporation's notice. Thereupon, the Corporation shall effect the registration of all Registrable Shares as to which it has received requests for registration for trading on the securities exchange specified in the request for registration; provided, however, that the Corporation shall not be required to effect any registration under this Section 2.b. within a period of one hundred and eighty (180) days following the effective date of a previous registration. Notwithstanding any other provision of Section 2.a, 2.c, or this Section 2.b(i), if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, (Y) in the case of an IPO, first the shares on a pro rata basis or in total if required held by any shareholder, including any Holder, participating in such registration, and thereafter, to the extent it holds Registrable Securitiesnecessary, shares to be registered by the Corporation; and (Z) other than in the case of an IPO, first shares to be registered by the Corporation; and thereafter, to the extent necessary, the option and rightshares on a pro rata basis held by any shareholder, exercisable by delivering including any Holder. The Corporation may not cause any other registration of scurities for sale for its own account (other than a written notice registration effected solely to the Company (implement an “Affiliated Holder Demand Notice”), employee benefit plan or in a Rule 145 transaction) to require the Company, be initiated after a registration requested pursuant to this Section 2.b(i). and to become effective less than 120 days after the terms effective date of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis any registration requested pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”this Section 2.b(i). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will Corporation shall not be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are required to be distributed by Eclipse Holdings to one or effect more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders than two (such a distribution, a “Resale Distribution”2) registrations under this Section 2.b(i), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Notice.

Demand Registration. (ia) At any time, each Affiliated Holder shall have, Subject to the extent it holds conditions of this Section 2.2, if the Company shall receive a written request (a "DEMAND REGISTRATION REQUEST") from the holders of not less than twenty-five percent (25%) of the aggregate number of Demand Shares then outstanding (the "INITIATING HOLDERS") that the Company file a registration statement under the Securities Act covering the registration (a "DEMAND REGISTRATION") of at least ten percent (10%) of the aggregate number of the Demand Shares then outstanding (a "QUALIFIED PUBLIC OFFERING"), then the Company shall, within fifteen (15) days of the receipt thereof, give written notice of such request to all Demand Holders which hold Registrable Securities, the option and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained of this Section 2.2, use its best efforts to effect, as soon as practicable, the Demand Registration under the Securities Act of all the Demand Shares that such holders request to be registered. Each Demand Holder desiring to include in this Agreement, to prepare and file with any such registration statement all or any part of the Commission a Registration Statement registering the offering and sale of Registrable Securities held by it shall, within fifteen (whether by 15) days after the Affiliated Holder directly or indirectly by Limited Partners) on above-described notice from the terms and conditions specified Company, so notify the Company in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereofwriting. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right Holder decides not to include all (but not less than all) of such its Registrable Securities in any registration statement thereafter filed by the Affiliated Company, such Holder Demand Registration. The Company shall use commercially reasonable efforts nevertheless continue to have the right to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder any subsequent Demand Registration if or other registration statement or registration statements as may be filed by the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after with respect to offerings of its securities, all upon the Company receives the Affiliated Holder Demand Noticeterms and conditions set forth herein.

Demand Registration. (ia) At any time, each Affiliated Holder shall have, Subject to the extent it holds Registrable Securitiesconditions of this Section 2.2, if the option and right, exercisable by delivering Company shall receive a written notice request from the Holders of more than fifty percent (50%) of the Registrable Securities then outstanding (the "Initiating Holders") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the public in excess of $10,000,000, then the Company shall, within twenty (an “Affiliated Holder Demand Notice”)20) days of the receipt thereof, give written notice of such request to require the Companyall Holders, pursuant to the terms of and subject to the limitations contained in of this AgreementSection 2.2, use its best efforts to prepare and file with effect, as soon as practicable, the Commission a Registration Statement registering registration under the offering and sale Securities Act of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of all Registrable Securities that the Affiliated Holders request to be registered. Notwithstanding any provision herein to the contrary, (i) one hundred percent (100%) of the ZoneNetwork Registrable Securities held by each Holder anticipates will of ZoneNetwork Registrable Securities, and each such Holder's permitted transferees or assignees, shall not be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit then outstanding for the sale purposes of such this Section 2.2(a) until the date six (6) months from the date of the Original Investors' Rights Agreement, and thereafter fifty percent (50%) of the ZoneNetwork Registrable Securities directly held by each Holder of ZoneNetwork Registrable Securities, and each such Limited Partners as Selling Stockholders (such a distributionHolder's permitted transferees or assignees, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies not be included in the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in then outstanding until the Resale Distribution, date twelve (12) months from the date of the Original Investors' Rights Agreement and (ii) offers such Limited Partner the right to include all one hundred percent (but not less than all100%) of the Golf.xxx Xxxistrable Securities held by each Holder of Golf.xxx Xxxistrable Securities, and each such Holder's permitted transferees or assignees, shall not be included in the Registrable Securities then outstanding for the purposes of exercising the demand rights set forth in this Section 2.2(a) until the date six (6) months from the date hereof, and thereafter fifty percent (50%) of the Golf.xxx Xxxistrable Securities held by each Holder of Golf.xxx Xxxistrable Securities, and each such Holder's permitted transferees or assignees, shall not be included in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities then outstanding for the purposes of exercising the demand rights set forth in this Section 2.2(a) until the date twelve (12) months from the date hereof; provided that the restrictions set forth in this sentence shall not be interpreted to be received by a Limited Partner upon a Resale Distribution in such Affiliated limit the ability of any Holder Demand Registration if the Company has received a written request for inclusion therein of Golf.xxx Xxxistrable Securities from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeexercising their rights pursuant to Section 2.3 hereunder.

Demand Registration. (a) Any Investor or Investors may at any time following the second anniversary of the date of this Agreement require the Company to file a registration statement under the Securities Act in respect of all or a portion of the Registrable Shares (as defined below) owned by such Investors (PROVIDED that (i) At such request covers either (A) Registrable Shares with a market value on the date of such request of not less than U.S.$75 million, or (B) not less than (1) 3.5 million Registrable Shares, in the case of the first Demand Request, or (2) all remaining Registrable Shares (PROVIDED that such amount is greater than 750,000 shares), in the case of the second Demand Request, (ii) the Company shall not be obligated to file a registration statement relating to any timerequest under this SECTION 6.1(A) within a period of 180 days after the effective date of any other registration statement relating to any request under this SECTION 6.1(A) and (iii) the Investors shall not be entitled to require the Company to effect more than two requested registrations pursuant to this SECTION 6.1(A)) (PROVIDED that any registration statement filed at the request of an Investor pursuant to this SECTION 6.1(A) will not count as a Demand Request unless effectiveness is maintained until the earlier of the completion of the offering and the date that is 90 days following the effective date of such registration statement), each Affiliated Holder shall have, by delivering to the extent it holds Registrable Securities, the option and right, exercisable by delivering Company a written notice to stating that such right is being exercised, specifying the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale number of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant Shares to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder registration and describing the intended method of distribution thereof (a DEMAND REQUEST). Upon receipt of a Demand Registration Request, the Company shall provide written notice of such Demand Request to each Investor that has not signed such Demand Request. Upon the written election of any such Investor, given within ten business days following the receipt by such Investor of any such written notice from the Company (which election shall specify the number of Registrable Shares intended to be disposed of by such Investor), the Company shall include such Registrable Shares in such registration statement. In connection with any registration pursuant to this SECTION 6.1, the Company and the intended methods of disposition thereof. If Registrable Securities are Participating Investors will consult and cooperate with each other to be distributed by Eclipse Holdings to one or more Limited Partners to permit determine the sale appropriate form of such registration and related marketing of the Registrable Securities directly Shares; PROVIDED, HOWEVER, that unless otherwise agreed by the Company and the Participating Investors, any such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings registration and the manner of marketing Registrable Shares shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner be in the Resale Distributionform of a fully underwritten offering; it being understood that nothing contained in this sentence shall in any way affect or prejudice the rights and obligations of the Investors and the Company under SECTION 6.4. REGISTRABLE SHARES means (x) Conversion Shares, (y) any other shares of Class A Stock held by Investors as of the consummation of the Transaction and (iiz) offers such Limited Partner the right to include all any securities that may be issued in respect of (but not less than allx) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Notice.and

Demand Registration. (i) At If, following the Restricted Period, Parent shall receive a written request from Requesting Investors requesting that Parent effect the Registration of all or any time, each Affiliated Holder shall have, to the extent it holds portion of such Requesting Investors’ Registrable Securities, and specifying the option and rightintended method of disposition thereof, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”)then, to require the Company, pursuant to the terms of and subject to the limitations contained in provisions of paragraph (c) of this AgreementSection 5, to prepare and file Parent shall promptly give notice of such requested Registration (such request and, together with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis any request pursuant to Rule 415 pursuant to Section 5(a)(ii), a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder , at least fifteen (15) Business Days prior to the anticipated filing date of the Registration Statement relating to such Demand Notice must set forth Registration, to the number other Investors holding Registrable Securities and type thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, the Registration of (A) all Registrable Securities for which the Requesting Investors have requested Registration under this Section 5(a), and (B) subject to Section 5(a)(v), all other Registrable Securities that any other Investors (such Investors, together with the Affiliated Holder anticipates will be included Requesting Investors, the (“Registering Investors”) have requested Parent to Register by written notice received by Parent within ten (10) days after delivery of Parent’s notice of the Demand Registration, all to the extent necessary to permit the disposition (in such Affiliated Holder Demand Registration and accordance with the intended methods thereof aforesaid) of disposition thereof. If the Registrable Securities are so to be distributed Registered; provided that, if the Requesting Investors shall have specified a Public Offering as the intended method of distribution, (1) no Person may participate in such Registration pursuant to this Section 5(a) unless such Person agrees to sell its Registrable Securities to the underwriter selected by Eclipse Holdings the Requesting Investors on the same terms and conditions as apply to one the Requesting Investors; (2) no such Registering Investors shall be required to make any representations or more Limited Partners warranties, or provide any indemnity, in connection with any such Registration other than representations and warranties (or indemnities with respect thereto) as to permit (x) such Person’s ownership of his, her or its Registrable Securities and that the sale Registrable Securities to be Transferred are free and clear of all liens, claims and encumbrances, (y) such Person’s power and authority to effect such Transfer, and (z) such matters pertaining to compliance with securities laws by such Registering Investor as may be reasonably requested; (3) the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities directly by Securities, and the liability of each such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice Person will be in proportion to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing offered to be sold by each such Person in such Registration; and (4) such liability will be limited to the net amount received by such Person from the sale of his, her or its Registrable Securities pursuant to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Notice.

Demand Registration. (a) At any time 180 days after the date of this Agreement and (i) At any timefor the period terminating on the first anniversary of the date of this Agreement, each Affiliated Holder shall havethe Holders holding at least 5% of the then outstanding Common Stock which is Registrable Stock and (ii) thereafter Holders holding at least 2% of the outstanding Common Stock which is Registrable Stock (or Holders holding less than 2% of the outstanding Common Stock which is Registrable Stock who, using their reasonable efforts, during the six month period following notice by them to the extent it holds Registrable SecuritiesCompany of their desire to register shares of such Stock held by them, have been unable to increase such shares to be registered to 2%, in the option and rightaggregate) (the "Requesting Holders") may request, exercisable by delivering in a written notice to the Company, that the Company file a registration statement under the Securities Act covering the registration of such percentage of shares (an “Affiliated Holder at least 5%, 2% or less, as the case may be) of the Common Stock which is Registrable Stock then outstanding in the manner (e.g, underwritten) specified in such notice (a "Demand Notice”"); provided, however, that shares of Registrable Stock referred to require in clause (iii) of the Companydefinition thereof, together with shares issued with respect thereto pursuant to clauses (iv) and (v) of the terms definition thereof, shall not be counted for purposes of and subject determining if a Holder has satisfied the applicable threshold for making a Demand Notice. A registration effected pursuant to this Section 2 is referred to herein as a "Demand Registration". Following receipt of any Demand Notice under this Section 2, the limitations contained in this AgreementCompany shall (i) give, to prepare and file with the Commission a Registration Statement registering the offering and sale within 10 business days of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder receipt of such Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated each other Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities written notice that the Affiliated Holder anticipates it will be included filing a registration statement and advise such Holders that they may participate in such Affiliated Holder Demand Registration and registration by promptly so notifying the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, Company and (ii) offers such Limited Partner the right to include all file as promptly as practicable (but not less in any event within 60 days after receiving such Demand Notice) a registration statement and use its best efforts to cause to be declared effective as soon as reasonably practicable (but in any event within 120 days of receiving such Demand Notice) a registration statement providing for the offer and sale of the Registrable Stock that the Requesting Holders and the other Holders have requested be registered in accordance with the manner of disposition specified in the Demand Notice of the Requesting Holders; provided, however, that the participation of a Holder (other than alla Requesting Holder) in a Demand Registration pursuant to clause (i) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company this sentence shall use commercially reasonable efforts to include any Registrable Securities not be deemed to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from of such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeparticipating Holder.

Demand Registration. (ia) At any time, each Affiliated Holder The Investors shall have, to have the extent it holds Registrable Securities, the option and right, exercisable subject to compliance with the other terms of this Agreement (including, without limitation, Article IV hereof), by delivering a written notice to (the Company (an “Affiliated Holder "Demand Notice”), ") given to require the Company, to request the Company to qualify and register under and in accordance with the provisions of the Securities Laws all or any portion of the Registrable Shares designated by the Investors; provided, however, that the bona fide estimated aggregate market value of Registrable Shares, requested to be registered or qualified pursuant to any Demand Notice shall be at least Canadian $50,000,000 or if less, the terms aggregate market value of the remaining Registrable Shares and subject to the limitations contained in this AgreementInvestors shall, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder form of written notice, specify the intended method or methods of disposition. Upon receipt of any such Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder the Company shall promptly notify all other Investors of the receipt of such Demand Notice must set forth and allow them the number opportunity to include Registrable Shares held by them in the proposed registration or qualification by submitting their own Demand Notice. Unless the Investors otherwise agree, in connection with any Demand Registration in which more than one Investor participates, in the event that such Demand Registration involves an underwritten offering and type of the managing underwriter or underwriters participating in such offering advise in writing the Investors holding Registrable Securities that the Affiliated Holder anticipates will Shares to be included in such Affiliated Holder Demand Registration and offering that the intended methods total number of disposition thereof. If Registrable Securities are Shares to be distributed by Eclipse Holdings to one included in such offering exceeds the amount that can be sold in (or more Limited Partners to permit during the sale time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”Shares to be sold), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies then the amount of Registrable Securities that Eclipse Holdings estimates distributing Shares to such Limited Partner in be offered for the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) account of such Investors shall be reduced pro rata on the basis of the number of Registrable Securities in the Affiliated Holder Demand RegistrationShares to be registered by each such Investor. The Company Investors as a group shall use commercially reasonable efforts be entitled to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder total of five Demand Registrations (provided that no more than one Demand Registration if shall be made during each consecutive 12-month period following the Company has received Effective Time) pursuant to this Article VI unless any Demand Registration does not become effective or is not maintained for a written request for inclusion therein from continuous period of at least 30 days (or such Limited Partner within three (3) Business Days after shorter period as shall terminate when all the Company receives Registrable Shares covered by such Demand Registration have been sold pursuant thereto), in which case the Affiliated Holder Investors will be entitled to an additional Demand NoticeRegistration pursuant hereto during such 12-month period and such Demand Registration shall not be counted as one of the five Demand Registrations.

Demand Registration. (ia) At any time, each Affiliated Holder shall have, Subject to the extent it holds Registrable Securitiesprovisions hereof, at any time on or after the date that is 180 days after the Closing Date (as defined in the Merger Agreement), the option and right, exercisable Holders of a majority of Registrable Securities shall have the right to require the Company to file a Registration Statement registering for sale all or part of their respective Registrable Securities under the Securities Act (a “Demand Registration”) by delivering a written notice request therefor to the Company (an “Affiliated Holder Demand Notice”), to require i) specifying the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale number of Registrable Securities to be included in such registration by such Holder or Holders, (ii) specifying whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis intended method of disposition thereof is pursuant to Rule 415 pursuant an Underwritten Offering (as defined below), and (iii) containing all information about such Holder required to a Shelf be included in such Registration Statement in accordance with applicable law. As soon as practicable after the receipt of such demand, the Company shall (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth x) promptly notify all Holders from whom the number request for registration has not been received and type (y) use reasonable best efforts to effect such registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of the Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are Company has been so requested to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distributionregister; provided, a “Resale Distribution”)however, Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Holders shall not make a request for a Demand Registration under this Section 4.2(a) for Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distributionhaving an anticipated aggregate offering price of less than $5,000,000, and (ii) offers such Limited Partner the right Holders will not be entitled to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if require the Company has received a written request for inclusion therein from such Limited Partner within to effect more than three (3) Business Days after Demand Registrations in the aggregate under this Agreement, and (iii) the Company receives the Affiliated Holder will not be obligated to effect more than one (1) Demand Notice.Registration in any six (6) month period. Table of Contents

Demand Registration. (a) Except as provided in Section 2.2(b) below, after the earlier of (i) At December 29, 1998 or (ii) the completion by the Company of an initial public offering under the Securities Act of any timeof its securities pursuant to a registration statement filed on Form S-1 or any successor form, each Affiliated Holder upon the written request of GECFS that the Company effect pursuant to this Agreement the registration of Registrable Securities under the Securities Act (which requested shall havespecify the Registrable Securities so requested to be registered, the Proposed amounts thereof and the intended method of disposition by GECFS), the Company will, as expeditiously as reasonably possible, use its best efforts to effect the extent it holds registration under the Securities Act of the Proposed Amount of Registrable Securities, the option and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained for disposition in this Agreement, to prepare and file accordance with the Commission a Registration Statement registering the offering and sale intended method of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included disposition stated in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distributionrequest; PROVIDED, a “Resale Distribution”)HOWEVER, Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner if in the Resale Distributiongood faith judgment of the board of directors of the Company, such registration would be detrimental to the Company and the board of directors of the Company concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) offers the Company shall furnish to GECFS a certificated signed by an executive officer of the Company that the board of directors of the Company has made such Limited Partner a determination and that it is, therefore, necessary to defer the filing of such registration statement, then the Company shall have the right to include all (but defer such filing for the period during which such registration would be detrimental, provided that the Company may not less defer the filing for a period of more than all) 180 days after receipt of such Registrable Securities the request of GECFS in the Affiliated Holder Demand Registrationcase of an underwritten public offering or for more than 120 days if such method of disposition is not an underwritten public offering. The Company shall use commercially reasonable efforts be entitled to include in any registration statement filed pursuant to this Section 2.2: (A) securities of the Company held by any other security holder of the Company, and (B) in an underwritten public offering, securities of the Company to be sold by the Company for its own account, except as and to the extent that (X) in the written opinion of the managing underwriter, which shall be an underwriter of nationally recognized standing (if such method of disposition shall be an underwritten public offering), such inclusion would materially and adversely affect the marketing of the Registrable Securities to be received sold by a Limited Partner upon a Resale Distribution GECFS or (Y) in such Affiliated Holder Demand Registration if the written opinion of an investment banker of nationally recognized standing jointly selected by GECFS and the Company has received a written request for (if such method of disposition is not an underwritten public offering), such inclusion therein from such Limited Partner within three (3) Business Days after would materially adversely affect the Company receives price at which the Affiliated Holder Demand NoticeRegistrable Securities may be sold pursuant to the plan of distribution.

Demand Registration. (a) At any time after the earlier of (i) At any time, each Affiliated Holder shall have, five (5) years from the date of this Agreement and (ii) one hundred eighty (180) days after the initial public offering of the Company’s Common Stock pursuant to an effective registration under the extent it holds Registrable SecuritiesSecurities Act, the option and right, exercisable by delivering a written notice to holders of at least fifty percent (50%) of the Registrable Securities then outstanding may notify the Company that they intend to offer or cause to be offered for public sale at least fifty percent (an “Affiliated Holder Demand Notice”), to require 50%) of the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale Registrable Securities then outstanding (or any lesser number of Registrable Securities (whether by if the Affiliated Holder directly or indirectly by Limited Partners) on the terms anticipated aggregate sale price, net of underwriting discounts and conditions specified in the Affiliated Holder Demand Noticecommissions, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”if any, would exceed $10,000,000). The Affiliated Holder Demand Notice must set forth Upon receipt of such request, the number and type Company shall promptly deliver notice of such request to all Investors holding Registrable Securities that who shall then have thirty (30) days to notify the Affiliated Holder anticipates will Company in writing of their desire to be included in such Affiliated Holder Demand Registration registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon such Person’s participation in such underwritten public offering and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale inclusion of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Person’s Registrable Securities in the Affiliated Holder Demand Registrationunderwritten public offering to the extent provided herein. The Company shall will use commercially its reasonable best efforts to include expeditiously effect (but in any event no later than thirty (30) days after such request) the registration of all Registrable Securities to be received by a Limited Partner upon a Resale Distribution whose holders request participation in such Affiliated Holder Demand Registration if registration under the Securities Act, but only to the extent provided for in this Agreement; provided, however, that the Company has received shall not be required to effect registration pursuant to a written request under this Section 2(a) more than two (2) times for inclusion therein from such Limited Partner the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2(a) within three ninety (390) Business Days days after the effective date of a registration statement filed by the Company receives covering a firm commitment underwritten public offering in which the Affiliated Holder Demand Noticeholders of Registrable Securities shall have been entitled to join pursuant to Section 4 and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration under this Section 2(a) unless and until the registration statement relating to such registration has been declared effective by the Commission; provided, however, that a majority in interest of the participating holders of Registrable Securities may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) but has not yet been declared effective, and a majority in interest of such holders may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 2(a).

Demand Registration. (ia) At any time, each Affiliated Holder the Majority Holders may request in writing that the Company effect the registration under the 1933 Act of any or all of the Registrable Securities held by such requesting Holders, which notice shall havespecify the intended method or methods of disposition of such Registrable Securities. Except as otherwise provided herein, the Company shall prepare and (within 90 days after such request has been given) file with the SEC a registration statement with respect to (x) all Registrable Securities included in such request and (y) all Registrable Securities included in any request delivered by the Requesting Holders pursuant to Section 2.01(f), and thereafter use its reasonable efforts to effect the registration under the 1933 Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (which requested method of disposition may be a Rule 415 Offering, provided that the Company shall not be required to maintain the effectiveness of a registration statement relating to a Rule 415 Offering to the extent it holds the securities included in such registration cease to be Registrable Securities); provided further that the Company shall not be obligated to effect any such registration pursuant to this Section 2.01(a) (i) during the period starting with the date of filing of, and ending on the date 90 days following the effective date of, a registration statement pertaining to a public offering initiated or requested by the Company or any stockholder other than a Holder, (ii) if within 30 days of receipt of a written request from the Requesting Holders, the option and right, exercisable by delivering a written Company gives notice to the Requesting Holders of the Company’s intention to make a public offering within 90 days for the Company’s account (provided that in such case, the Company (an “Affiliated Holder Demand Notice”shall, subject to Section 2.02(c) and Section 2.02(d), use its reasonable efforts to require include in the Company, registration relating to such public offering all Registrable Securities requested to be included by any Holder pursuant to the terms of and subject to the limitations contained in this AgreementSection 2.02(a) and, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Noticeevent Section 2.02(c) or Section 2.02(d) applies to such registration, which may shall include sales on in such registration a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of such Registrable Securities that is equal to at least 15% of the Affiliated Holder anticipates will shares of Common Stock (on an as-converted basis, with respect to securities convertible into or exchangeable for Common Stock to be included in such Affiliated Holder Demand Registration and registration) that the intended methods of disposition thereof. If Company is registering pursuant to such registration), (iii) if the Requesting Holders propose to sell Registrable Securities are pursuant to such registration statement at an aggregate price to the public of less than $500,000 or (iv) if the Company furnishes to the Requesting Holders a certified resolution of the Board of Directors stating that in the Board of Directors’ good faith judgment it would be materially prejudicial (a “Materially Prejudicial Condition”) to the Company for such a registration statement to be distributed filed and become effective, and, if requested by Eclipse Holdings the Requesting Holders (and subject to one or more Limited Partners their entering into a customary confidentiality obligation as to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”information), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies setting forth in reasonable detail the amount of Registrable Securities that Eclipse Holdings estimates distributing to general reasons for such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registrationjudgment. The Company shall also be able to suspend the use commercially reasonable efforts of, or withdraw and terminate the effectiveness of, any effective registration statement by furnishing the Holders with a certified copy of such resolution of the Board of Directors as to include any a Materially Prejudicial Condition. Upon receipt of such certified copy, the Holders shall immediately discontinue use of the prospectus contained in such registration statement and, if so directed by the Company, the Holders shall deliver to the Company all copies, other than permanent file copies, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company shall promptly deliver to be received by a Limited Partner upon a Resale Distribution in such Affiliated each Requesting Holder Demand Registration if or Holders, as applicable, written notice of the non-existence of any Materially Prejudicial Condition with respect to which the Company has received previously furnished notice. Neither the filing nor the effectiveness of any such registration statement may be delayed, or the use of the prospectus contained in any such registration statement suspended, for a written request for inclusion therein from such Limited Partner within three (3) Business Days after period in excess of 90 days due to the occurrence of any particular Materially Prejudicial Condition and the Company receives may exercise its delay or suspension rights on only one occasion in connection with any registration request under Section 2.01 in any twelve-month period. If requested by the Affiliated Holder Demand NoticeInitial Requesting Holders, the Company shall, if any registration statement shall have failed to have been filed or shall have been suspended, withdrawn or terminated because of a Materially Prejudicial Condition, promptly after such time as the Materially Prejudicial Condition no longer exists or, if earlier, at the end of the 90-day period following the occurrence of such Materially Prejudicial Condition, file the unfiled registration statement, a post-effective amendment to the suspended registration statement and/or an amended or supplemented prospectus thereto, or a new registration statement covering the Registrable Securities that were covered by such unfiled, suspended or withdrawn or terminated registration and maintain the effectiveness thereof for such time as is required under this Agreement.

Demand Registration. (ia) At any time, each Affiliated Holder The Candover Holders shall have, to have the extent it holds Registrable Securities, the option and right, exercisable at any time after the date of this Agreement, by delivering a written notice to (the Company (an “Affiliated Holder "Demand Notice”), ") given to require the Company, to request the Company to register from time to time under and in accordance with the provisions of the Securities Act such number of the Registrable Shares then Beneficially Owned by the Candover Holders as may be specified in the Demand Notice; provided, however, that the aggregate number of Registrable Shares requested to be registered pursuant to any Demand Notice and pursuant to any related Demand Notices received pursuant to the terms proviso in Section 2(c) shall have an aggregate market value at the time of such request of not less than $25 million. The Company shall, within ten days of the date on which the Company receives a Demand Notice given by the Candover Holders in accordance with this Section 1(a), give written notice of such Demand Notice (the "Company Notice") to all Holders other than the Candover Holders, and subject to shall, within 60 days of the limitations contained in this Agreementdate on which the Company receives such Demand Notice, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale DistributionSEC, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall thereafter use commercially reasonable efforts to include any Registrable Securities cause to be received declared effective, a Registration Statement on the appropriate form for the registration and sale, in accordance with the intended method or methods of distribution, of the total number of Registrable Shares specified by a Limited Partner upon a Resale Distribution the Candover Holders in such Affiliated Holder Demand Notice and the total number of Registrable Shares specified by the Other Holders pursuant to Section 2(b) of this Agreement, if any, which Registration if Statement may include a "shelf" registration (a "Shelf Registration") pursuant to Rule 415 (or any successor rule) under the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand NoticeSecurities Act.

Demand Registration. (ia) At any time, each Affiliated Holder shall have, to the extent it holds Registrable SecuritiesUpon written notice from Xxxxx, the option ------------------- Company shall use its reasonable best efforts to effect at the earliest possible date and rightmaintain the registration under the Act of offers and sales of Common Stock by Xxxxx, exercisable any of its Permitted Transferees, any other Holders pursuant to Section 7.2, and any underwriter with respect to such stock (and no offers and sales of any other securities by delivering any other Person shall be registered with such Common Stock of Xxxxx without Xxxxx'x prior consent, unless such Person is a written notice to the Company (an “Affiliated Holder Demand Notice”who exercises rights under Section 7.2), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file accordance with the Commission a Registration Statement registering the intended method or methods of disposition specified by Xxxxx (including, but not limited to, an offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 (or any successor rule of similar effect) promulgated under the Act); provided, however, -------- ------- that if, after a registration request pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth this Section 7.1 has been made, the number and type general counsel of Registrable Securities that the Affiliated Holder anticipates will be included Company has determined in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner good faith that (i) specifies the filing of a registration request would require the disclosure of material information which the Company has a bona fide business purpose for preserving as confidential or (ii) the Company is then unable to comply with requirements of the Securities and Exchange Commission (the "SEC"), the Company shall not be obligated to effect a registration pursuant to this Section 7.1 until the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material or the Company is able to so comply with SEC requirements, as the case may be, or (B) 30 days after the general counsel of the Company makes such good faith determination. Xxxxx will have the right to request registration pursuant to this Section 7.1 an aggregate of four (4) times, excluding from such number any exercise by Xxxxx of its rights pursuant to Section 7.2(f); provided, -------- however, that a registration requested by Xxxxx pursuant to this Section 7.1 ------- shall not be deemed to have been effected (and, therefore, not requested for purposes of this Section 7.1), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by Xxxxx and, as a result thereof, the amount of Registrable Securities that Eclipse Holdings estimates distributing Common Stock requested to such Limited Partner be registered by Xxxxx for its own account cannot be completely or timely distributed in accordance with the plan of distribution set forth in the Resale Distributionrelated registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason or some act or omission by Xxxxx. In connection with any registration requested pursuant to this Section 7.1, the Company shall take such other actions, including, without limitation, listing such shares for trading on any securities exchange or inter- dealer quotation system and registering or qualifying such shares under state securities laws, as may be reasonably requested by Xxxxx or any underwriter in connection with such registration; provided, further that if the amount of -------- ------- Common Stock to be registered by Xxxxx pursuant to this Section 7.1 is reduced by reason of the exercise of piggyback rights and the priorities set forth in Section 7.2 (ii) offers such Limited Partner the right to include all (but not less than all) aggregate amount of such Registrable Securities reductions, the "Shortfall"), Xxxxx shall be given such additional rights to request registration pursuant to this Section 7.1 as is necessary to provide for the registration of Common Stock of Xxxxx in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in aggregate amount of all such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand NoticeShortfalls.

Demand Registration. (i) At any time, each Affiliated Holder shall have, time during which a "shelf" Registration Statement is not effective with respect to the extent it holds Registrable Securities, the option and right, exercisable by delivering upon receipt of a written notice request (a "REGISTRATION Request"), which shall include a description of such Holders' proposed method of distribution (which method may also include an Underwritten Offering by a nationally recognized Underwriter selected by the Company and reasonably acceptable to the Company Registering Holders) from Holders holding Registrable Securities having an aggregate expected offering price of at least $20,000,000 (an “Affiliated Holder Demand Notice”or, if the expected offering price of all remaining Registrable Securities should be less than $20,000,000, such lesser amount), the Company shall (i) promptly give notice of the Registration Request to require the Company, pursuant to the terms of all non-requesting Holders and subject to the limitations contained in this Agreement, to (ii) prepare and file with the Commission SEC, within sixty (60) days after receipt of such Registration Request, a Registration Statement registering for the offering and sale of all Registrable Securities (whether held by the Affiliated requesting Holders and any other Holder directly who makes a written request of the Company to have her or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of his Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Registration Statement, which such written request must be received by the Company within ten (10) days after such Holder Demand receives the Registration and Request (all of such Holders, collectively, the intended methods "REGISTERING HOLDERS"). Upon receipt of disposition thereof. If Registrable Securities are such written request, the Company shall use all commercially reasonable efforts to cause such Registration Statement to be distributed by Eclipse Holdings to declared effective within one or more Limited Partners to permit the sale hundred twenty (120) days after receipt of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand RegistrationRegistration Request. The Company shall use commercially reasonable efforts to include any keep such Registration Statement continuously effective until the earlier of either: (i) the date on which all Registrable Securities have been sold pursuant to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if Statement or Rule 144 or (ii) one (1) year from the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after effective date of the Company receives the Affiliated Holder Demand NoticeRegistration Statement.

Demand Registration. If at any time after the three (3) month anniversary after the Company’s Common Stock becomes subject to reporting requirements under the Exchange Act (whether through a Qualified Initial Public Offering, a Pubco Transaction (as defined below) or otherwise, (the “Start Date”)), whichever is earlier, Holders of at least thirty-five percent (35%) of the Registrable Securities then outstanding request in writing that the Company file a registration statement under the Securities Act covering the registration of at least 20% of the then outstanding Registrable Securities, or a lesser percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000, then the Company will (i) At any time, each Affiliated Holder shall have, to the extent it holds Registrable Securities, the option and right, exercisable by delivering a give written notice of the proposed registration to the Company all other Holders within ten (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms 10) days of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale receipt of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distributionrequest, and (ii) offers use its best efforts to cause such Limited Partner shares to be registered (together with any Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company) within twenty (20) days of the mailing of such written notice by the Company; provided, however, that (a) the Company shall not be required to effect any such registration (i) within one-hundred eighty (180) days prior to the filing of, and one-hundred eighty (180) days following the effective date of, a registration statement pertaining to a direct or underwritten public offering of the Company’s securities in which Registrable Securities were or will be registered; provided, that, the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, (ii) if, within thirty (30) days of receipt of the written request from the Holders pursuant to this Section 3.1, the Company gives notice to the Holders of the Company’s intention to make a public offering within sixty (60) days or (iii) if the Holders making the request propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 4 below,(b) if the Company furnishes the requesting Holders with a certificate of the President of the Company stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the Company and its stockholders for a registration statement to be filed in the near future, such registration obligation shall be deferred for not more than ninety (90) days, but the Company shall not be entitled to such deferral more than once in any 12-month period and (c) the Company shall not be obligated to effect more than a total of two (2) demand registrations pursuant to this Section 3, and (d) the Company shall not be required to effect a registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act. Any such registration shall be firmly underwritten by an underwriter of nationally recognized standing which shall be mutually agreeable to the Company and a majority in interest of the Holders requesting the registration. If any Holder disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Holders making the request. The Registrable Securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration; provided, however, that, if by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include all (but not less than all) of such additional Registrable Securities. Holders shall be so entitled to include additional Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner registration upon a Resale Distribution in written notice within ten (10) days of such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeoffer being made.

Demand Registration. (ia) At any time, each Affiliated Holder shall have, In addition to the extent it holds Registrable SecuritiesSection 10.01, the option Majority Holders as a group, shall have the right (though such right need not be jointly exercised by the Holders of the Certificates), on not more than one occasion in the aggregate (except as provided in clause (d) below) (it being understood and rightagreed that two or more Holders of Certificates may make a joint Demand hereunder or any Holder of Certificates may join in a Demand made by any other Holder of Certificates, exercisable by delivering and any such joint Demand or joining in of a written notice Demand shall be deemed to the Company (an “Affiliated Holder be a single Demand Notice”for all purposes hereof), and no more than once during any six-month period, to require the CompanyCompany to register for offer and sale under the Securities Act (a "Demand") all or a portion of the Certificate Shares held, pursuant to the terms of and or represented by Certificates held by such Holders, subject to the limitations contained restrictions set forth herein; provided that no Holders of Certificates shall be entitled to make a Demand hereunder unless the aggregate offering price of the securities to be offered in such Demand (net of underwriting discounts and commissions) exceeds the amounts set forth below depending on the time such Demand is exercised, as follows: Minimum Aggregate Date of Demand Offering Price -------------- ----------------- Prior to December 15, 2004 $ 50 million December 15, 2004 to December 14, 2005 $ 67 million December 15, 2005 to December 14, 2006 $ 84 million December 15, 2006 and thereafter $100 million As promptly as practicable after the Company receives from a Holder of Certificates (together with any other Holder who elects to participate in the registration requested under the Demand, the "Demanding Holder") a notice pursuant to this AgreementSection 10.02(a) (a "Demand Notice"), a copy of which shall have also been delivered to prepare each of the other Holders of Certificates at the same time as to the Company, demanding that the Company register for offer and sale under the Securities Act Certificate Shares, subject to Section 10.02(b), the Company shall (i) use all reasonable efforts to file as promptly as reasonably practicable with the Commission a Registration Statement registering relating to the offering offer and sale of Registrable the Applicable Securities on such form as the Company may reasonably deem appropriate (whether by provided that the Affiliated Company shall not, unless the Company otherwise determines, be obligated to register any securities on a "shelf" Registration Statement or otherwise to register securities for offer or sale on a continuous or delayed basis and the Company actually maintains such "shelf" Registration Statement effective) and, thereafter, (ii) after the filing of an initial version of the Registration Statement, use reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the date of filing of such Registration Statement; provided, however, that no Demanding Holder directly or indirectly by Limited Partners) on the terms and conditions specified shall be entitled to be named as a selling securityholder in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (or to use the Prospectus forming a part thereof for resales of Certificate Shares unless such Demanding Holder has made an “Affiliated Holder Demand Registration”Election. Subject to Section 10.02(b). The Affiliated Holder Demand Notice must set forth , the number and type of Registrable Securities that the Affiliated Holder anticipates will be included Company shall use reasonable efforts to keep each Registration Statement continuously effective in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners order to permit the sale of such Registrable Securities directly Prospectus forming a part thereof to be usable by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that Demanding Holder or Holders for resales of Certificate Shares for an Effectiveness Period ending on the earlier of (i) specifies 30 days from the amount Effective Time of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, Registration Statement and (ii) offers such Limited Partner the right to include time as all (but not less than all) of such Registrable Securities in Certificate Shares have been disposed of by the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeselling Holders.

Demand Registration. (a) (i) At A Holder or Holders other than Blackstone ("Xxxxxx Holders") may request (at any time, each Affiliated Holder shall have, time after the Company completes an IPO) by written notice delivered to the extent it holds Company that the Company register under the Securities Act all or any portion of the Registrable SecuritiesSecurities then held by such Xxxxxx Xxxxxx or Xxxxxx Holders (the "Requesting Xxxxxx Holders"), representing in the aggregate not less than fifty percent (50%) of the Registrable Securities held by the Xxxxxx Holders, for sale in the manner specified in such notice (including, but not limited to, an underwritten public offering). In each such case, such notice shall specify the number of Registrable Securities for which registration is requested, the option proposed manner of disposition of such securities, and rightthe minimum price per share at which the Requesting Xxxxxx Holders would be willing to sell such securities in an underwritten offering. The Company shall, exercisable within five (5) Business Days after its receipt of any Requesting Xxxxxx Holders' notice under this Section 2(a)(i), give written notice of such request to all other Xxxxxx Holders and afford them the opportunity of including in the requested registration statement such of their Registrable Securities as they shall specify in a written notice given to the Company within twenty (20) days after their receipt of the Company's notice. Within ten (10) Business Days after the expiration of such twenty (20) day period, the Company shall notify all Xxxxxx Holders requesting registration of (A) the aggregate number of Registrable Securities proposed to be registered by delivering all Xxxxxx Holders, (B) the proposed filing date of the registration statement, and (C) such other information concerning the offering as any Holder may have reasonably requested. If the Xxxxxx Holders of a majority in aggregate amount of the Registrable Securities to be included in such offering shall have requested that such offering be underwritten, the managing underwriter for such offering shall be chosen by the Xxxxxx Holders of a majority in aggregate amount of the Registrable Securities being registered, with the consent of the Company, which consent shall not be unreasonably withheld, not less than thirty (30) days prior to the proposed filing date stated in the Company's notice, and the Company shall thereupon promptly notify such Xxxxxx Holders as to the identity of the managing underwriter, if any, for the offering. On or before the 30th day prior to such anticipated filing date, any Xxxxxx Xxxxxx may give written notice to the Company and the managing underwriter specifying either that (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of A) Registrable Securities (whether by of such Xxxxxx Xxxxxx are to be included in the Affiliated Holder directly or indirectly by Limited Partners) underwriting, on the same terms and conditions specified in as the Affiliated Holder Demand Notice, which may include sales on a delayed securities otherwise being sold through the underwriters under such registration or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in B) such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing registered pursuant to such Limited Partner registration statement and sold in the Resale Distributionopen market without any underwriting, on terms and (ii) offers such Limited Partner conditions comparable to those normally applicable to offerings in reasonably similar circumstances, regardless of the right to include all (but not less than all) method of such Registrable Securities disposition originally specified in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written Holder's request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeregistration.

Demand Registration. If at any time after: (ia) At any timeApril 30, each Affiliated Holder 2003 or (b) one hundred eighty (180) days following the effective date of an initial public offering of the Company's securities, the Company shall havereceive a written request from the Requesting Holder(s), to register all or a part of the extent it holds Registrable Securities, the option and Company shall promptly give written notice of such proposed registration to all record Holders of Registrable Securities. The Holders shall have the right, exercisable by delivering a giving written notice to the Company within twenty (an “Affiliated Holder Demand Notice”)20) days from receipt of the Company's notice, to require elect to have included in such registration such of their Registrable Securities as such Holders may request in such notice of election. Thereupon, the Company shall, as promptly as practicable, but in no event later than forty five (45) days after the date on which the request for registration was given to the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering sufficient to permit the public offering and sale of such Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms Securities, and conditions specified will use generally understood to be best efforts in the Affiliated Holder Demand Noticecontext of registration rights agreements through its officers, which may include sales on a delayed or continuous basis pursuant directors, auditors and counsel to Rule 415 pursuant to a Shelf cause such Registration Statement to become effective as promptly as practicable and to maintain the effectiveness thereof for at least one hundred eighty (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i180) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registrationdays. The Company shall use commercially reasonable efforts be obligated to include any file no more than two demand Registration Statements requested by the Requesting Holders pursuant to this Section 1.2. A Registration Statement will not count as one of the two permitted demand Registrations under this Section 1.2 until it has become effective or if, in connection with such Registration, at least seventy-five percent (75%) of the number of Registrable Securities for which Registration has been requested are Registered. For the purposes of this Section 1.2, the Group Requesting Holders and Omega shall each have a right to demand one of the two demand Registrations, and such right will be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration deemed exercised and extinguished if the Company has received a written request for inclusion therein from such Limited Partner within three (3demand made by the applicable Requesting Holder(s) Business Days after the Company receives the Affiliated Holder Demand Noticeis deemed exercised pursuant to this Section.

Demand Registration. (a) The Holders of (i) At any time, each Affiliated Holder at least $30,000,000 aggregate principal amount of Debentures then outstanding shall have, have the right to the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to request in writing that the Company (an “Affiliated Holder Demand Notice”), to require the Company, effect a registration of such Holders' Debentures pursuant to the terms provisions of and subject this Section 2.1 or (ii) at least $20,000,000 aggregate principal amount of Debentures then outstanding shall have the right to request in writing that the limitations contained Company effect a registration of such Holders' Debentures pursuant to a Takedown under this Section 2.1 (each such request, a "Registration Demand"). A Registration Demand shall specify the principal amount of Debentures that each such Holder proposes to sell in this Agreement, to prepare and file with the Commission a offering. If no Shelf Registration Statement registering (as defined in Section 2.1(c)(i) below) shall be effective as of the offering and sale date of Registrable Securities (whether by the Affiliated Holder directly Registration Demand, the demanding Holders may elect to have the Company register such Debentures in accordance with either Section 2.1(c)(i) or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to Section 2.1(d). If a Shelf Registration Statement (an “Affiliated Holder Demand Registration”shall be effective as of the date of the Registration Demand, then all demanding Holders shall be deemed to have elected to register their Debentures pursuant to Section 2.1(c)(ii). The Affiliated Holder Holders of Debentures may each make one Registration Demand Notice must set forth the number pursuant to Sections 2.1(c)(i) and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand 2.1(d) and two Registration and the intended methods of disposition thereof. If Registrable Securities are Demands per year pursuant to be distributed by Eclipse Holdings an existing Shelf Registration Statement pursuant to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (iSection 2.1(c)(ii) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if for which the Company has received a written request will pay and bear all costs and expenses in accordance with Section 3.3 and thereafter, the Holders may make one Registration Demand per year pursuant to Sections 2.1(c)(i) and 2.1(d) and one Registration Demand per year pursuant to an existing Shelf Registration Statement pursuant to Section 2.1(c)(ii) for inclusion therein from which such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticerequesting Holders shall pay and bear all costs and expenses.

Demand Registration. (i) At any time, each Affiliated Holder shall have, time during which a shelf Registration Statement is not effective with respect to the extent it holds Registrable Securities, the option and right, exercisable by delivering upon receipt of a written notice request (a "REGISTRATION REQUEST"), which shall include a description of such Holders' proposed method of distribution (which method may, at the election of the Holders of a majority of the Registrable Securities, also include an Underwritten Offering by a nationally recognized Underwriter selected by the Company and reasonably acceptable to the Company Registering Holders) from Holders holding Registrable Securities having an aggregate expected offering price of at least $25,000,000 (or, all remaining Registrable Securities if all such remaining Registrable Securities shall have an “Affiliated Holder Demand Notice”aggregate expected offering price of less than $25,000,000), the Company shall (i) promptly give notice of the Registration Request to require the Company, pursuant to the terms of all non-requesting Holders and subject to the limitations contained in this Agreement, to (ii) prepare and file with the Commission SEC, within sixty (60) days after receipt of such Registration Request, a Registration Statement registering for the offering and sale of all Registrable Securities (whether held by the Affiliated requesting Holders and any other Holder directly who makes a written request of the Company to have her or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of his Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Registration Statement, which such written request must be received by the Company within ten (10) days after such Holder Demand receives the Registration and Request (all of such Holders, collectively, the intended methods "REGISTERING HOLDERS"). Upon receipt of disposition thereof. If Registrable Securities are such written request, the Company shall use its best efforts to cause such Registration Statement to be distributed by Eclipse Holdings to declared effective within one or more Limited Partners to permit the sale hundred twenty (120) days after receipt of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand RegistrationRegistration Request. The Company shall use commercially reasonable efforts to include any keep such Registration Statement continuously effective until the earlier of either: (i) the date on which all Registrable Securities have been sold pursuant to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if Statement or Rule 144 or (ii) two (2) years from the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after effective date of the Company receives the Affiliated Holder Demand NoticeRegistration Statement.

Demand Registration. The Company may include in a Demand Registration shares of Common Stock for the account of the Company and Registrable Securities for the account of the Piggy-Back Holders and Shares for the account of other holders thereof exercising contractual piggy-back rights, on the same terms and conditions as the Registrable Securities to be included therein for the account of the Demanding Holders; provided, however, that (i) At if the managing Underwriter or Underwriters of any timeunderwritten offering described in Section 2.1 have informed the Company in writing that it is their opinion that the total number of shares which the Demanding Holders, each Affiliated Holder the Company, any Piggy-Back Holders and any such other holders intend to include in such offering is such as to materially and adversely affect the success of such offering, then (x) the number of Shares to be offered for the account of the Company (if any) shall havebe reduced (to zero, if necessary) and (y) thereafter, if necessary, the number of Shares to be offered for the account of such Piggy-Back Holders and such other holders (other than such other holders exercising contractual piggy-back rights pursuant to the Registration Rights Agreement dated as of March 22, 1995 among the Company and the stockholders named therein (the "1995 Registration Rights Agreement")) shall be reduced (to zero, if necessary), in the case of this clause (y) pro rata in proportion to the respective number of Shares requested to be registered, to the extent it holds Registrable Securities, necessary to reduce the option and right, exercisable by delivering a written notice total number of Shares requested to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration offering to the number of Shares, if any, recommended by such managing Underwriters (and if the number of Shares to be offered for the account of each such Person has been reduced to zero, and the intended methods number of disposition thereof. If Registrable Securities are Shares requested to be distributed registered by Eclipse Holdings the Demanding Holders and such other holders exercising contractual piggy-back rights pursuant to one or more Limited Partners to permit the sale 1995 Registration Rights Agreement exceeds the number of such Registrable Securities directly Shares recommended by such Limited Partners as Selling Stockholders (such a distributionmanaging Underwriters, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies then the amount number of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities Shares to be received by a Limited Partner upon a Resale Distribution in offered for the account of the Demanding Holders and such Affiliated Holder Demand other holders exercising contractual piggy-back rights pursuant to the 1995 Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Notice.Rights Agreement shall be reduced pro

Demand Registration. As provided for in Section 3.2, the Company may include in a Demand Registration Equity Shares for the account of the Company, the other Holders or other holders thereof exercising contractual piggy-back or demand rights, on the same terms and conditions as the Registrable Securities to be included therein for the account of the Holder commencing the Demand Registration; provided, however, that (i) At if the managing Underwriter or Underwriters of any timeunderwritten offering described in Section 3.1 have informed the Company in writing that it is their opinion that the total number of Equity Shares which the Company and the Holders and any other holders participating therein intend to include in such offering is such as to materially and adversely affect the success of such offering, each Affiliated then (x) the number of Equity Shares to be offered for the account of such other holders (if any) shall be reduced (to zero, if necessary), in the case of this clause (x) pro rata in proportion to the respective number of Equity Shares requested to be registered, (y) thereafter, if necessary, the number of Equity Shares to be offered for the account of the Company (if any) shall be reduced (to zero, if necessary) and (z) thereafter, if necessary, the number of Equity Shares to be offered for the account of the Holders (including the Holder commencing the Demand Registration) shall have, be reduced pro rata in proportion to the respective number of Equity Shares requested to be registered to the extent it holds Registrable Securities, necessary to reduce the option and right, exercisable by delivering a written notice total number of Equity Shares requested to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and offering to the intended methods number of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly Equity Shares, if any, recommended by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, managing Underwriters and (ii) offers if the offering is not underwritten, no other party, including the Company, shall be permitted to offer securities under any such Limited Partner Demand Registration unless the right Holder commencing the Demand Registration consents to include all (but not less than all) the inclusion of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities Equity Shares therein, such consent not to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeunreasonably withheld.

Demand Registration. The Company may include in a Demand Registration shares of Common Stock for the account of the Company and Registrable Securities for the account of the Piggy-Back Holders and Shares for the account of other holders thereof exercising contractual piggy-back rights, on the same terms and conditions as the Registrable Securities to be included therein for the account of the Demanding Holders; provided, however, that (i) At if the managing Underwriter or Underwriters of any timeunderwritten offering described in Section 2.1 have informed the Company in writing that it is their opinion that the total number of shares which the Demanding Holders, each Affiliated Holder the Company, any Piggy-Back Holders and any such other holders intend to include in such offering is such as to materially and adversely affect the success of such offering, then (x) the number of Shares to be offered for the account of the Company (if any) shall havebe reduced (to zero, if necessary) and (y) thereafter, if necessary, the number of Shares to be offered for the account of such Piggy-Back Holders and such other holders shall be reduced (to zero, if necessary), in the case of this clause (Y) pro rata in proportion to the respective number of Shares requested to be registered, to the extent it holds Registrable Securities, necessary to reduce the option and right, exercisable by delivering a written notice total number of Shares requested to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration offering to the number of Shares, if any, recommended by such managing Underwriters (and if the number of Shares to be offered for the account of each such Person has been reduced to zero, and the intended methods number of disposition thereof. If Registrable Securities are Shares requested to be distributed registered by Eclipse Holdings to one or more Limited Partners to permit the sale Demanding Holders exceeds the number of such Registrable Securities directly Shares recommended by such Limited Partners as Selling Stockholders (such a distributionmanaging Underwriters, a “Resale Distribution”), Eclipse Holdings then the number of Shares to be offered for the account of the Demanding Holders shall deliver a written notice be reduced pro rata in proportion to each Limited Partner that (ithe respective number of Shares requested to be registered by the Demanding Holders) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers if the offering is not underwritten, no other party (other than Piggy-Back Holders and any other holders exercising contractual piggy-back rights not subject to the reduction contemplated by this clause (ii)), including the Company, shall be permitted to offer securities under any such Limited Partner Demand Registration unless a majority of the right Shares held by the Demanding Holder or Holders consent to include all (but not less than all) the inclusion of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeshares therein.

Demand Registration. (a) (i) At any time, each Affiliated Holder shall have, Subject to the extent it holds restrictions contemplated by Section 3, and for so long as the Investor beneficially owns Registrable SecuritiesSecurities representing, in the aggregate and on an as-converted basis, more than 7.5% of the outstanding Total Equity (calculated on an as-converted basis) or Senior Notes with an aggregate principal value of more than $50 million, upon the written request of the Investor (for purposes of this Article IV, the option and right, exercisable by delivering a written notice to “Demand Party”) requesting that the Company (an “Affiliated Holder effect the registration under the Securities Act of all or part of such Demand Notice”)Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company thereupon will, as expeditiously as reasonably practicable, use its reasonable best efforts to require effect the Company, registration under the Securities Act pursuant to this Section 4.1 of the terms Registrable Securities which the Company has been so requested to register by the Demand Party; provided that in no event shall the Company be required to effect more than three (3) registrations (each of and subject which may involve a Marketed Offering) pursuant to this Section 4.1; provided, further, that in no event shall the limitations contained in this Agreement, Company be obligated to prepare and file with any such registration statement that would not obtain a minimum aggregate sales price of $25 million; provided, further, that the Commission Company shall not be obligated to file a Registration Statement registering registration statement or undertake a Marketed Offering under this Section 4.1 within a period of 90 days after the offering and sale effective date of Registrable Securities (whether any other registration statement filed by the Affiliated Holder directly Company, the filing of a Shelf Prospectus Supplement by the Company or indirectly the consummation of a Marketed Offering by Limited Partners) on the terms and conditions specified in Company; and, provided, further, that the Affiliated Holder Demand Notice, which Company may include sales satisfy its obligations hereunder by filing a registration statement for an offering of securities of the Company to be made on a delayed or continuous basis pursuant to Rule 415 pursuant (or any successor provision thereto) under the Securities Act (together with any amendments thereto, and including any documents incorporated by reference therein, a “Shelf Registration Statement”), if the Company is then eligible to use such form at such time. For the avoidance of doubt, if the Company is eligible to file a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and Statement, any demand to register more than one type of Registrable Securities that the Affiliated Holder anticipates will be included for sale in such Affiliated Holder Demand Registration and the intended methods one offering shall constitute only one registration for purposes of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”this Section 4.1(a), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Notice.

Demand Registration. (i) At any time, Upon each Affiliated Holder shall have, notice to the extent it holds Company by the Morgan Holders, IronBrxxx, xhe Prudential Holders or the 1818/Progressive/ML Holders requesting the registration of a specified number of their Registrable Securities, the option Company shall, as promptly as practicable and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require in any event not later than 90 days after the Company's receipt of such notice, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission under the Securities Act a Registration Statement registering the offering and sale (including by means of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis shelf registration pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement") if so requested in such notice (but, in the case of a shelf registration, only if the Company is then eligible to use such a shelf registration and if Form S-2 or Form S-3 (or any successor forms) is then available to the Company) with respect to the Registrable Securities to which such notice relates, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective at the earliest practicable date and to prepare and make available a Prospectus meeting the requirements of Section 10(a) of the Securities Act and providing for the method of disposition determined pursuant to Section 1(a)(ii) for such period as may be required by the Securities Act, but in no event beyond the period specified in Section 1(a)(iii); provided, that the Company will not be required to effect any such registration within the period beginning on the effective date of a Registration Statement filed by the Company on its behalf or for the account of any other Person covering a firm commitment Underwritten Offering and ending on the later of (A) 90 days after such effective date and (B) the expiration of any lock-up period required by the underwriters, if any, in connection therewith. Subject to Section 1(a)(iii) below, each of the Morgan Holders, the 1800/Xxxgressive/ML Holders, the Prudential Holders and IronBrand may make two requests for registration pursuant to this Section 1(a)(i); provided that the number of such permissible requests shall be increased as set forth in Sections 1(c)(ii)(A) and 1(c)(iv) and provided no such holders shall be entitled to make such a request while any other Registration Statement (other than a Shelf Registration Statement) with the Commission is on file prior to its becoming effective or within 90 days after such a Registration Statement has been declared effective or in the case of a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in while such Affiliated Holder Demand registration is on file prior to being declared effective until 90 days after such Registration and the intended methods of disposition thereof. If Registrable Securities are Statement ceases to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeeffective.

Demand Registration. (i) At any timetime after July 1, each Affiliated Holder shall have1999, upon written request (a "Registration Request") of holders of a majority of the Purchased Shares then subject to the extent it holds Registrable Securitiesregistration rights provided for in this Section 10(a) (who for purposes of this Section 10 shall be referred to collectively as the "Purchaser"), the option Company hereby agrees to file with the Securities and rightExchange Commission (the "SEC"), exercisable as soon as practicable thereafter but not later than 30 days after receipt of such request, a registration statement on Form S-3 or its successor form (the "Form S-3 Registration Statement"), registering the Purchased Shares then outstanding for resale by delivering the Purchaser. Upon receipt of the Registration Request, the Company will give notice to all other holders of Purchased Shares then subject to the registration rights provided for in this Section 10(a) of the Registration Request (other than those making such request) (the "Other Purchasers"), and offer to include in the Form S-3 Registration Statement Purchased Shares (subject to the registration rights provided for in this Section 10) then held by the Other Purchasers, and will include all such shares held by the Other Purchasers in the Form S-3 Registration Statement which such Other Purchasers elect, by a written notice to the Company (an “Affiliated Holder Demand Notice”), to require within 15 days of their receipt of the Company, pursuant 's notice. The Company will furnish the Purchaser with copies of the Form S-3 Registration Statement prior to the terms filing of and subject the same. The Company will use its reasonable efforts to the limitations contained in this Agreement, to prepare and file with the Commission a have such Form S-3 Registration Statement registering the offering and sale of Registrable Securities (whether declared effective promptly by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand RegistrationSEC. The Company shall keep such Form S-3 Registration Statement effective for the period necessary for the Purchaser to complete the public resale or other disposition or distribution of the Purchased Shares or, if earlier, the date when all of the Purchased Shares are eligible for sale in one 3-month period under Rule 144 under the Securities Act. If in the good faith judgment of the Board of Directors of the Company (as evidenced by an appropriately adopted resolution), the filing, effectiveness or continued use commercially reasonable efforts of the Form S-3 Registration Statement would be materially detrimental to include the Company and its shareholders, then the Company shall have the right to defer such filing or effectiveness, and may suspend the Purchaser's right to sell Common Stock under the Form S-3 Registration Statement, for the period during which such filing, effectiveness or use would be materially detrimental to the Company, provided that such deferral or suspension shall be for a period of not more than sixty (60) days and the Company shall not make such a deferral or suspension more than once in any Registrable Securities twelve month period, and, further provided, that during such deferral or suspension the Company shall not file a registration statement for securities to be received by issued and sold for its own account or for the account of any other security holder of the Company, or both. The Company shall have the right to defer the filing of the Form S-3 Registration Statement for a Limited Partner upon period of 180 days after the effective date of a Resale Distribution registration statement, the preparation of which the Company initiated at the time of the Purchaser's request for registration. The Company shall not be required to file the Form S-3 Registration Statement on a date when the inclusion in such Affiliated Holder Demand Form S-3 Registration if Statement of financial statements of the Company, other than the historical financial statements of the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after required to be contained in the most recently required reports of the Company receives on SEC Forms 10-K and 10-Q and the Affiliated Holder Demand Noticerequired reports on SEC Form 8-K since the end of the fiscal year covered by the most recently required report on Form 10-K, would be required under the General Rules and Regulations of the SEC.

Demand Registration. Commencing upon the consummation of an IPO (ibut not within the period covered by a lock-up agreement (the "Lock-Up Agreement") At in such form and containing such terms as shall be required by any timeunderwriter in connection with any public offering of securities of the Company), each Affiliated Holder if on any occasion one or more holders of Registrable Shares shall have, notify the Company in writing that it or they intend to the extent it holds offer or cause to be offered for public sale Registrable Securitiesshares having an anticipated aggregate offering price of at least $4 million, the option and rightCompany will so notify all holders of Registrable Shares, exercisable including all holders who have a right to acquire Registrable Shares. Upon written request of any holder given within twenty (20) days after the receipt by delivering a written such holder from the Company of such notification, the Company will use its best efforts to 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 Act in an underwritten offering with an underwriter reasonably acceptable to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registrationexpeditiously as possible. The Company shall use commercially reasonable efforts not be required to effect more than one (1) registration pursuant to this Section 10.2, provided, however, that the Company shall not be required to register any shares under this Section 10.2 or Section 10.3 below, if, and only to the extent, a Purchaser could dispose of such shares, at the time of such demand, under Rule 144. If the Company determines to include shares to be sold by it or by other selling shareholders in any registration request pursuant to this Section 10.2, such registration shall be deemed to have been a "piggy back" registration under Section 10.1, and not a "demand" registration under this Section 10.2 if the holders of Registrable Shares are unable to include in any such registration statement at least seventy-five percent (75%) of the Registrable Shares initially requested for inclusion in such registration statement. The holders of Registrable Shares to be registered in a registered public offering pursuant to this Section 10.2 shall have the right to select the managing underwriter(s) for such offering. If, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obliged to include in such registration statement only such limited portion of the Registrable Shares with respect to which such holder has requested inclusion hereunder; provided, however, that the Company shall not so exclude any Registrable Securities Shares unless it has first excluded any securities to be received offered and sold by a Limited Partner upon a Resale Distribution 18 19 officers and employees of the Company or by holders who do not have contractual rights to include such securities in such Affiliated Holder Demand Registration if registration prior to or pari passu with the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeholders of Registrable Shares.

Demand Registration. a. The Company covenants and agrees that at any time after receipt of a written request (ia "Demand Registration Request") At any time, each Affiliated Holder shall have, to from the extent it holds Registrable Securitiesholders of this Warrant and the Other Warrants and/or holders of Shares (this Warrant, the option Other Warrants, and rightthe Shares are referred to herein, exercisable collectively, as the "Securities") (hereinafter, the "Securityholders") constituting in the first instance, at least fifty percent (50%), and in the second instance, one hundred percent (100%), of the Securities outstanding on such date (determined on an as- converted basis) and then eligible for inclusion in a registration pursuant to this Section 9.1, stating that the Initiating Securityholders (as defined below) desire and intend to transfer all or a portion of the Securities held by delivering a written notice to them under such circumstances (constituting in the first instance, at least fifty percent (50%), and in the second instance, one hundred percent (100%) of the aggregate of all such outstanding and eligible Securities), the Company shall give notice (an “Affiliated Holder Demand the "Registration Notice”), ") to require all of the Securityholders within fifteen (15) days of the Company's receipt of such registration request, pursuant and the Company shall cause to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable requested registration all Securities are requested to be distributed included therein by Eclipse Holdings any such Securityholder within fifteen (15) days after such Registration Notice is effective (subject to the provisions of the final sentence of this Section 9.1(a)). After such 15-day period, the Company shall file as promptly as practicable a registration statement and use its reasonable best efforts to cause such registration statement to become effective under the Act and remain effective for one hundred and twenty (120) days or more Limited Partners such shorter period as may be required if all such Securities covered by such registration statement are sold prior to permit the sale expiration of such Registrable Securities directly 120-day period; provided that the Company shall not be obligated to effect any such registration pursuant to this Section 9.1 after the Company has effected two (2) such registrations pursuant to this Section 9.1. Each Securityholder making a demand for registration under this Section 9.1 is referred to herein as an "Initiating Securityholder." For purposes of this Section 9, a registration shall not be deemed to have been effected unless a registration statement with regard thereto has been declared effective and remained effective for a period of one hundred and twenty (120) days (or such shorter period as is permitted in the second sentence of this Section 9.1). The foregoing notwithstanding, in the event of an underwritten offering pursuant to this Section 9.1, if the managing underwriter of such offering shall advise the Securityholders in writing that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such Limited Partners as Selling Stockholders (such a managing underwriter believes can reasonably be sold in the contemplated distribution, a “Resale Distribution”), Eclipse Holdings then the securities to be included in the registration shall deliver a written notice to each Limited Partner that be included in the following order: (i) specifies first, all of the amount Securities requested to be included therein by the Initiating Securityholders, (ii) second, the Securities requested to be included therein by the other Securityholders, pro rata among such Securityholders according to the number of Registrable Securities that Eclipse Holdings estimates distributing requested to be included by each such Limited Partner in the Resale DistributionSecurityholder requesting inclusion therein, and (iiiii) offers such Limited Partner third, the right securities the Company proposes to include all therein and (but not less than alliv) fourth, such other securities requested to be included therein, pro rata among the holders of such Registrable Securities in other securities according to the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities number of securities requested to be received included by a Limited Partner upon a Resale Distribution in each such Affiliated Holder Demand Registration if the Company has received a written request for holder requesting inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticetherein.

Demand Registration. (i) At any time, each Affiliated Holder shall have, to time after the extent it holds Registrable Securitiesdate that is 180 days after the Closing, the option and rightInvestor may request registration under the Securities Act of all of its Registrable Securities then held on a Form S-1 or Form S-3 registration statement (or any successor to each such form) (or, exercisable by delivering if Form S-1 or Form S-3 is not then available, on such form of registration statement as is then available to effect a written notice to registration of the Company (an “Affiliated Holder Demand Notice”), to require the Company, Registrable Securities pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission subsection (b)(i)) (each a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Each request for a Demand Notice must set forth Registration shall specify the approximate number and type of Registrable Securities that the Affiliated Holder anticipates will required to be included in such Affiliated Holder registered. Upon receipt of a Demand Registration and request, the intended methods of disposition thereof. If Registrable Securities are Company shall cause a Registration Statement to be distributed filed within forty-five (45) days after the date on which such request was received by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand RegistrationCompany. The Company shall use commercially reasonable efforts not be required to include any Registrable Securities to be received by effect a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration (A) more than two (2) times for the Investor; provided, however, that a Registration Statement shall not count as a Demand Registration requested under this subsection (b)(i)(A) unless and until it has become effective, or (B) if the Company has received furnishes to the Investor a written request for inclusion therein from such Limited Partner within three (3) Business Days after certificate signed by an authorized officer of the Company receives stating that (a) within sixty (60) days of receipt of the Affiliated Holder Demand NoticeRegistration request under this subsection (b)(i), the Company expects to file a registration statement for the public offering of securities for the account of the Company (other than a registration of securities (x) issuable pursuant to an employee stock option, stock purchase or similar plan, (y) issuable pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act or (z) in which the only securities being registered are securities issuable upon conversion of debt securities which are also being registered), provided, that the Company is actively employing good faith efforts to cause such registration statement to become effective, or (b) the Company is engaged in a material transaction or has an undisclosed material corporate development, in either case, which would be required to be disclosed in the Registration Statement, and in the good faith judgment of the Company’s Board of Directors, such disclosure would be materially detrimental to the Company and its stockholders at such time (in which case, the Company shall disclose the matter as promptly as reasonably practicable and thereafter file the Registration Statement, and the Investor agrees not to disclose any information about such material transaction to third parties until such disclosure has occurred or such information has entered the public domain other than through breach of this provision by such Investor), provided, however, that the Company shall have the right to defer the filing of the Registration Statement pursuant to this subsection twice in any twelve (12) month period and any such deferral may not exceed a period of more than sixty (60) days in the aggregate during such twelve-month period.

Demand Registration. (i1) At any timetime commencing after the effective date of the Registration Statement and ending on the fifth (5th) anniversary of the effective date of the Registration Statement, each Affiliated Holder the Holders of Registrable Securities representing a Majority (as hereinafter defined) of such securities (assuming the exercise of all of the Underwriters Warrants) (the Initiating Holders) shall have, have the right (which right is in addition to the extent it holds Registrable Securities, the option and rightregistration rights under Section 7.3 hereof), exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”)Company, to require have the CompanyCompany prepare and file with the Commission, on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Registrable Securities for up to two hundred and seventy (270) days by such Holders and a y other Holders of Registrable Securities, as well as any other security holders possessing similar registration rights, who notify the Company within twenty-one (21) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section 7.4 by any Holder or Holders to all other registered Holders of Registrable Securities, as well as any other security holders possessing similar registration rights, within ten (10) days after the date of the receipt of any such registration request. (3) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 7.4(a) hereof. The right of any Holder to registration pursuant to this Section 7.4 shall be conditioned upon such Holder's participation in such underwriting and the terms inclusion of such Holder's Registrable Securities in the underwriting to the extent and subject to the limitations contained provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. (4) The Company shall (together with all Holders, officers, directors and other stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the Underwriter of the underwriters selected for such underwriting by the Initiating Holders, which underwriter(s) shall be reasonably acceptable to the Underwriter. Notwithstanding any other provision of this AgreementSection 7.4, if the Underwriter of the underwriter or underwriters advises the Initiating Holders in writing that marketing factors require a limitation or elimination of the number of shares of Common Stock or other securities to be underwritten, the Underwriter may limit the number of shares of Common Stock or other securities to be included in the registration and underwriting. The Company shall so advise the Underwriter and all Holders of Registrable Securities requesting registration, and the number of shares of Common Stock or other securities that are en titled to be included in the registration and underwriting shall be allocated among the Underwriter and other Holders requesting registration, in each case, in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement. If the Company or any Holder of Registrable Securities who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, such person may elect to withdraw its securities therefrom by written notice to the Company, the underwriter and the Initiating Holders. Any securities so excluded shall be withdrawn from such registration. No securities excluded from such registration by reason of such underwriters' marketing limitations shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 7.4(d), the Company or underwriter or underwriters selec xxx as provided above may round the number of securities of any holder which may be included in such registration to the nearest 100 shares. (5) In the event that the Initiating Holders are unable to sell all of the Registrable Securities for which they have requested registration due to the provisions of Section 7.4(d) hereof and if, at that time, the Initiating Holders are not permitted to sell Registrable Securities under Rule 144(k), the Initiating Holders shall be entitled to require the Company to afford the Initiating Holders an opportunity to effect one additional demand registration under this Section 7.4. (6) In addition to the registration rights under Section 7.3 and subsection (a) of Section 7.4 hereof, at any time commencing on the date hereof and expiring five (5) years thereafter any Holder of Registrable Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file file, on one occasion, with the Commission a Registration Statement registering the registration statement so as to permit a public offering and sale for 270 days by any such Holder of its Registrable Securities provided, however, that the provisions of Section 7.5(b) hereof, shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holder's making such request. (whether by 7) Notwithstanding anything to the Affiliated Holder directly contrary contained herein, if the Company shall not have filed a registration statement for the Registrable Securities of the Initiating Holders or indirectly by Limited Partnersthe Holder(s) on referred to in Section 7.5(f) above (the terms and conditions Paying Holders), within the time period specified in Section 7.5(a) below, the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth Company shall upon the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that of election of the Initiating Holders or the Paying Holders, as the case may be, repurchase (i) specifies any and all Shares and/or Underlying Warrants at the amount higher of Registrable Securities that Eclipse Holdings estimates distributing the Market Price per share of Common Stock or per Underlying Warrant, as the case may be, on (x) the date of the notice sent to such Limited Partner the Company under Section 7.4(a) or (f), as the case may be, or (y) the expiration of the period specified in the Resale Distribution, Section 7.5(a) and (ii) offers any and all Warrants at such Limited Partner Market Price less the right to include all (but not less than all) Exercise Price of such Registrable Securities Warrant. Such repurchase shall be in the Affiliated Holder Demand Registration. The Company immediately available funds and shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner close within three five (35) Business Days business days after the Company receives expiration of the Affiliated Holder Demand Noticeperiod specified in Section 7.5(a).

Demand Registration. (a) (i) At any time, each Affiliated Holder HEI shall have, to have the extent it holds Registrable Securities, the option and right, exercisable on not more than four occasions in the aggregate, and no more frequently than once during any six-month period, and (ii) the Minority Stockholders as a group shall have the right (though such right need not be jointly exercised by delivering the Minority Stockholders), on not more than two occasions in the aggregate (it being understood and agreed that two or more Minority Stockholders may make joint Demands hereunder or any Minority Stockholder may join in a written notice Demand made by any other Minority Stockholder, and any such joint Demand or joining in of a Demand shall be deemed to the Company (an “Affiliated Holder be a single Demand Notice”for all purposes hereof), and no more frequently than once during any six-month period, to require the CompanyCompany to register for offer and sale under the Securities Act (a "Demand") all or a portion of the Registrable Securities held by such Stockholder, pursuant to the terms of and subject to the limitations contained in restrictions set forth herein; provided that no Stockholder shall be entitled to make a Demand hereunder unless the Registrable Securities subject to such Demand represent at least 7% of the aggregate shares of Company Common Stock then issued and outstanding. As promptly as practicable after the Company receives from a Stockholder (the "Demanding Stockholder") a notice pursuant to this AgreementSection 4.1(a) (a "Demand Notice"), a copy of which shall have also been delivered to prepare each other Minority Stockholder at the same time as to the Company, demanding that the Company register for offer and sale under the Securities Act Registrable Securities, subject to Section 4.1(b), the Company shall (i) use all reasonable efforts to file as promptly as reasonably practicable with the Commission a Registration Statement registering relating to the offering offer and sale of Registrable the Applicable Securities on such form as the Company may reasonably deem appropriate (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities provided that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if not, unless the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Notice.Company

Demand Registration. (i) At any time, each Affiliated Holder shall have, to the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant 2.1 Registration Other Than on Form F-3 or Form S-3. Subject to the terms of and subject to the limitations contained in this Agreement, at any time or from time to prepare time after the earlier of (i) the fourth (4th) anniversary of the Effective Date or (ii) the date that is six (6) months after the consummation of the Overseas IPO, Holder(s) holding at least 10% or more of the issued and file with the Commission a Registration Statement registering the offering and sale of outstanding Registrable Securities (whether by on an as-converted basis) may request in writing that the Affiliated Holder directly or indirectly by Limited PartnersCayman Company effect a Registration for at least 25% of their Registrable Securities on any internationally recognized exchange that is reasonably acceptable to such requesting Holder(s). Upon receipt of such a request, the Cayman Company shall (x) on within (10) Business Date of the terms receipt of such written request give written notice of the proposed Registration to all other Holders and conditions (y) as soon as practicable, use its reasonably best efforts to cause the Registrable Securities specified in the Affiliated Holder Demand Noticerequest, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after receipt of the written notice from the Cayman Company, to be received by a Limited Partner upon a Resale Distribution Registered and/or qualified for sale and distribution in such Affiliated Holder Demand Registration if jurisdiction as the Initiating Holders may request. The Cayman Company has received a written request for inclusion therein from such Limited Partner within shall be obligated to consummate no more than three (3) Business Days after Registrations pursuant to this Section 2.1 that have been declared and ordered effective; provided that if the Company receives Registrable Securities sought to be included in the Affiliated Holder Demand NoticeRegistration pursuant to this Section 2.1 are not fully included in the Registration for any reason other than due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1.

Demand Registration. (i) At any timetime commencing one year following the closing of the Company's initial public offering, each Affiliated Holder shall haveand for a period of three (3) years thereafter (or, in the event that the Purchasers still have a right to nominate a director to the extent it holds Registrable SecuritiesBoard of Directors, for a period of five (5) years thereafter), the option and rightPurchasers, exercisable by delivering a written notice as defined in section 11.2 above, shall be entitled to demand (a) one registration of any or all of its shares held at the Company time (an “Affiliated Holder Demand Notice”the Purchasers being defined herein as one of the Groups) of the initial public offering for trading on any securities exchange (the "Initial Demand"), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (iib) offers such Limited Partner a second registration of any or all of its shares (the right to include all (but not less than all"Second Demand") of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if event no shares of the Company has received a written request for inclusion therein from were registered within nine (9) months preceding such Limited Partner Second Demand and no such registration is contemplated within three (3) Business Days months from the date of the Second Demand; PROVIDED, however, that the request for such Initial or Second Demand registrations must cover shares representing a market value at the time of such request equal to a minimum of three million Dollars ($3,000,000); and PROVIDED FURTHER, however, that such request may not include shares which within three months from the date of such request could be sold to the public without restriction, for example pursuant to the provisions of Rule 144 of the Securities and Exchange Commission. Within 20 days after receipt, the Company shall give written notice of such request to the other Holders and shall include in such registration all shares held by them with respect to which the Company receives written requests for inclusion therein within 15 days after the receipt of the Company's notice. Thereupon, the Company shall use its best efforts to effect the registration as soon as possible of all shares (as to which it has received requests for registration) for trading on a securities exchange, where the shares are then traded, specified in the request for registration. In the event the registration involves an underwriting, the rights of the shareholders hereunder shall be conditional upon the underwriter's determination as to marketing factors requiring the limitation of such right, and the underwriter may preclude from the offering any or all securities which could have otherwise been included in the offering. Notwithstanding any other provision of this clause, after the Company receives has effected one such registration pursuant to this clause, and such registration has been declared or ordered effective, in the Affiliated Holder Demand Noticeevent that the Company shall furnish to such shareholder(s) delivering a request for registration a certificate signed by the Managing Director 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 or its shareholders for a registration statement to be filed in the near future, the Company's obligation to use its best efforts to register, qualify or comply under this clause shall be deferred for a period not to exceed 120 days from the date of receipt of such request. Notwithstanding any other provision of this Section 14.3, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the registration of such shares will be allocated on a pro rata basis among all shareholders of the Company (based on the number of shares requested to be included).

Demand Registration. One or more of the Gabelli Affiliates may request in writing that the Company file a registration statement on an appropriate form for the general registration of securities under the Securities Act, and include therein such number of the Shares owned by such Gabelli Affiliate as such person may specify in its written request; provided, however, that (i) At the Company shall not be required to file a registration statement pursuant to this Section 1 if (x) the Shares requested to be so registered do not, together with any time, each Affiliated Holder shall have, Shares timely requested to be registered by the other Gabelli Affiliate pursuant to the extent it holds Registrable Securitiesthird-to-last sentence of this Section 1(a), have an aggregate Market Price exceeding the option and right, exercisable by delivering a written notice Rule 144 Threshold as of the Trading Day immediately preceding the expiration of the applicable Notice Period under such sentence or (y) the Company delivers to each Gabelli Affiliate requesting registration under this Section 1 an opinion of counsel to the Company (such opinion and such counsel to be reasonably acceptable to each such Gabelli Affiliate, it being agreed that the Company’s regular outside securities counsel shall be deemed to be reasonably acceptable counsel for this purpose) to the effect that the Shares proposed to be registered by such person may be offered and sold by such person to the public in the United States together with the Shares, if any, requested to be registered by all other Gabelli Affiliates (I) without registration pursuant to an “Affiliated Holder Demand Notice”), effective registration statement under the Securities Act and (II) within the volume limitations under Rule 144(e) promulgated under the Securities Act (or any successor rule or regulation) whether or not such volume limitations are then applicable and (ii) the Gabelli Affiliates shall in the aggregate have the right on only ten (10) occasions to require the Company, Company to file a registration statement pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis Section 1. All requests made pursuant to Rule 415 pursuant this paragraph shall specify the aggregate number of Shares to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration registered and the intended methods of disposition thereof, which methods may include an underwritten public offering. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale Upon receipt of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein registration from a Gabelli Affiliate pursuant to this Section 1(a), the Company shall promptly give written notice of the proposed registration to each such Limited Partner other Gabelli Affiliate and provide each such other holder with the opportunity to join in such request by written notice to the Company specifying the aggregate number of Shares to be registered by such holder within three 20 days from the date of the Company’s written notice (3such period is referred to as the “Notice Period”). Subject to Section 1(c) Business Days of this Agreement, the Company will use its reasonable best efforts to ensure that each registration statement required to be filed pursuant to this Section 1 shall be filed with the Securities and Exchange Commission (the “Commission”) as promptly as reasonably practicable, but no later than 30 days after receipt of such request by the Company, and the Company shall use its reasonable best efforts to cause such registration statement to be declared effective by the Commission as promptly thereafter as practicable; provided, however, that the Company shall not be required to maintain such effectiveness for more than 90 days. Notwithstanding the Company’s rights to effect a Suspension of Filing or Suspension of Effectiveness in Section 1(c), the Gabelli Affiliates that made the registration request under this Section 1(a) shall have the right to withdraw any such request, and such withdrawn request shall not count as a demand registration under clause (ii) of this Section 1(a), if (1) the registration statement required to be filed pursuant to this Section 1 is not filed with the Commission by the date that is 45 days after such request is received by the Company and has not at the time of such withdrawal been filed with the Commission, or is not declared effective by the date that is 90 days after the date such registration statement is filed with the Commission and has not at the time of such withdrawal been declared effective, and (2) in either case, such Gabelli Affiliates notify the Company receives of the Affiliated Holder Demand Noticewithdrawal of such request no later than 10 days after such 45th or 90th day, as the case may be.

Demand Registration. Commencing on such date as consolidated ------------------- financial results (iincluding combined sales and net income) At any time, each Affiliated Holder shall have, to covering at least 30 days of post-Merger combined operations of the extent it holds Registrable SecuritiesCompany and USR have been published by the Company (the "RESTRICTION TERMINATION DATE"), the option and rightRequired Holders may, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”the "DEMAND NOTICE"), to require demand that the CompanyCompany file, pursuant to the terms of and and, subject to Section 2.3 below, the limitations contained in this AgreementCompany shall file, to prepare and file with the Commission a Registration Statement registering the for an underwritten public offering and sale covering an Offering of such number of Registrable Securities equal to the lesser of (whether a) one-third (1/3) of the aggregate number of Registrable Securities ------ then owned by the Affiliated Holder directly or indirectly by Limited PartnersHolders and (b) such number of Registrable Securities as would generate anticipated gross proceeds (based on the terms then current trading price of the Common Stock as reported by the NYSE) in such Offering of not more than $200,000,000. In addition, the Required Holders will be entitled at any time after _____, 1999 [date which is 11 1/2 months after Effective Time of Merger] or, if earlier, such date as Xxxxxxx Xxxxxx has received $250,000,000 in gross proceeds from the sale of Common Stock to demand that the Company file and conditions specified in the Affiliated Holder Demand Notice, which may include sales on cause to be declared effective a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth collectively with the number and type Registration Statement referred to in the preceding sentence, "DEMAND REGISTRATION STATEMENTS") covering all or any part of the Registrable Securities Securities; provided that the Affiliated Holder anticipates will Holders shall not be included entitled to more than (x) one such demand (other than the demand provided in the first sentence of this Section 2.1) during any 12 month period and (y) three such Affiliated Holder demands in the aggregate. Subject to Section 2.3 below, such Demand Registration and Statements shall be filed on an appropriate form under the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners Act, as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days soon as practicable after the Company receives the Affiliated Holder Demand Notice, the Company will use its best efforts to cause any Demand Registration Statement to be declared effective on the date requested by the managing underwriter for the Offering (no earlier than 60 days from the date of the Demand Notice), or, if such Offering is not underwritten, as soon as practicable after filing with the Commission and (3) the Company will keep such Demand Registration Statement effective until the related Offering is completed (but not more than 60 days from the effective date of the Demand Registration Statement).

Demand Registration. (ia) At any timethe request of Sponsors, each Affiliated Holder shall have, to the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to ------------------- the Company (an “Affiliated Holder Demand Notice”), shall use reasonable efforts to require effect the Company, registration under the Securities Act pursuant to the terms of this Section 4.1(a) of the shares of Common Stock held by Sponsors; provided that upon the Public Sale of all of -------- Sponsors' Common Stock, Sponsors will no longer be entitled to any registration rights pursuant to this Section 4.1. At the request of Cendant, the Company shall use reasonable efforts to effect a registration under the Securities Act pursuant to this Section 4.1(a) of the shares of Common Stock or Convertible Preferred Stock held by Cendant. Sponsors jointly and Cendant shall each be entitled to four underwritten registrations pursuant to this Section 4.1 and Sponsors jointly and Cendant shall each be entitled to one "shelf" registration pursuant to this Section 4.1. Until the earlier of (i) the third anniversary of the date hereof or (ii) the date on which Sponsors own less than 5% of the Common Stock, in any such registration requested by Sponsors or Cendant, and in any additional underwritten registrations of Common Stock held by Sponsors or Cendant which the Company elects to effect (other than as required pursuant to this Section 4.1(a)), Sponsors shall be entitled to register up to the greater of (i) 80% of the total number of shares to be registered in the secondary offering by Sponsors and Cendant (including any shares to be sold by Sponsors and Cendant pursuant to the underwriters' over-allotment option, if exercised) or (ii) such percentage of the total number of shares to be registered in the secondary offering by Sponsors and Cendant such that Sponsors will have sold at least 70% of all shares sold by Sponsors and Cendant following the Company's initial public offering. After the third anniversary of the date hereof, in any registration requested by Sponsors or Cendant, and in any additional underwritten registrations of Common Stock held by Sponsors or Cendant which the Company elects to effect (other than as required pursuant to this Section 4.1(a)), each of Sponsors and Cendant shall be entitled to register a number of shares equal to 50% of the total number of shares to be registered in the secondary offering by Sponsors and Cendant (including any shares to be sold by Sponsors and Cendant pursuant to the underwriters' over-allotment option, if exercised). Notwithstanding the foregoing, once Sponsors own less than 5% of the Common Stock, in any registration requested by Cendant or Sponsors, Cendant shall be entitled to register 100% of the total number of shares to be registered in a secondary offering (including any shares to be sold pursuant to the underwriters' overallotment option, if exercised), subject to Sponsors' right to include shares in such registration pursuant to Section 4.2 (subject to the limitations contained set forth in this AgreementSection 4.2(b)). In any registration hereunder, Cendant shall be entitled, at its election, to prepare and file with (i) register the Commission a Registration Statement registering number of shares permitted to be registered by Cendant hereunder or (ii) cause the offering and sale Company to register on its own behalf the number of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must shares set forth in clause (i) and use the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit proceeds from the sale of such Registrable Securities directly shares to redeem, at Cendant's election, the Convertible Preferred Stock or Senior Preferred Stock, if permitted by applicable law. If the proceeds of any sale under this Section 4.1 are not permitted under applicable law to be used to redeem the Convertible Preferred Stock or Senior Preferred Stock, then such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings proceeds shall deliver a written notice be held by the Company to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner be paid in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) respect of such Registrable Securities in shares when and to the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received extent permitted by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticelaw.

Demand Registration. On any one (i1) At occasion commencing at any time, each Affiliated Holder shall have, to time one (1) year after the extent it holds Registrable SecuritiesEffective Date and expiring five (5) years after the Effective Date, the option Holders of the Warrants and the Warrant Shares representing at least a Majority (as hereinafter defined) of such securities shall have the right, exercisable by delivering a written notice to the Company (an “Affiliated Holder Demand Notice”)Company, to require have the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to Company prepare and file with the Securities and Exchange Commission (the "Commission") a Registration Statement registering registration statement on Form S-1, SB-2 (or other xxxxxxxxxte form) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Holders, in order to comply with the provisions of the 1933 Act, so as to permit a public offering and sale sale, for a period of Registrable Securities not less than twelve (whether 12) months, of the Warrant Shares by such Holders, and any other Holders of the Affiliated Holder directly or indirectly by Limited PartnersWarrants and/or Warrant Shares who shall notify the Company within thirty (30) on business days after receipt of the terms and conditions specified notice described in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”)succeeding sentence. The Affiliated Holder Demand Notice must set forth Company covenants and agrees to give written notice of any registration request under this Section 7(b) by any Holder(s) of Warrants or Warrants Shares to all other Holders of the number and type of Registrable Securities that the Affiliated Holder anticipates will be included in such Affiliated Holder Demand Registration Warrants and the intended methods Warrant Shares within ten (10) calendar days from the date of disposition the receipt of any such registration request. For purposes of this Agreement, the term "Majority," or any stated percentage, in reference to the Holders of the Warrants and/or Warrant Shares or any category thereof. If Registrable Securities , shall mean the Holders of Warrant Shares and Warrants or category thereof representing, in the aggregate, in excess of fifty percent (50%) or such other stated percentage of the then-outstanding Warrant Shares and Warrant Shares or category thereof into which then-outstanding Warrants or category thereof are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distributionthen exercisable, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner excluding all Warrant Shares and Warrants that (i) specifies are held by the amount Company, an affiliate, officer, director, employee or agent thereof or any of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner their respective affiliates, members of their family, persons acting as nominees or in the Resale Distributionconjunction therewith, and or (ii) offers such Limited Partner have been resold to the right public pursuant to include all a registration statement filed with the Commission under the 1933 Act. For the purposes of subsection (but i) above, the Underwriters and their respective officers, directors, employees and agents shall not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities be deemed to be received by affiliates, officers, directors, employees or agents of the Company. No registration statement filed pursuant to this demand registration provision (without the consent of the Holders holding a Limited Partner upon a Resale Distribution in Majority of the Warrant Shares requested to be registered pursuant to such Affiliated Holder Demand Registration if registration statement) may relate to any securities other than the Company has received a written request for inclusion therein from Warrant Shares, and no other securities may be sold incidentally to any such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticeunderwritten public offering of Warrant Shares so registered.

Demand Registration. In the event that, for any reason, TWUS is unable to cause a Resale Registration Statement or an Affiliate Registration Statement to be declared effective by the Commission within thirty (i30) At any timedays following the Closing of the Reorganization or is unable or it is impracticable to keep such Resale Registration Statement or Affiliate Registration Statement continuously effective for the period set forth in Section 2(a) or 2(b), each Affiliated Holder as applicable, TWUS shall, within ten (10) days after TWUS makes such determination or such shorter period as the Commission may provide to TWUS in the event such event involves an action or determination by the Commission (in which case TWUS shall have, immediately forward to the extent it holds Registrable SecuritiesInvestors, Hyperion, Triumph, the option Employees and rightParibas copies of all relevant correspondence to and from the Commission), exercisable by delivering a written give notice to the Company Investors, Hyperion, Triumph, the Employees and Paribas, as the case may be, of such fact and of the circumstances giving rise to such inability or impracticability, so as to enable the Investors, Hyperion, Triumph, the Employees and Paribas to exercise their rights as set for in this Section 2(c). At any time any shares of TWUS Preferred Stock or Registrable Shares are outstanding and a Resale Registration Statement or an Affiliate Registration Statement, as applicable, covering the resale of their respective Registrable Shares is not effective, TWUS shall, at the written request of any Investor, Hyperion, Triumph, the Employees or Paribas (an “Affiliated Holder and their permitted transferees and assigns), as the case may be (a "Demand Notice”"), cause to require be filed as soon as practicable after the Company, pursuant to the terms date of and subject to the limitations contained in this Agreement, to prepare and file with the Commission such request a Registration Statement registering in accordance with Rule 415 under the offering Securities Act (or such other rule as is applicable to the proposed sale) relating to the resale by such Investor, Hyperion, Triumph, the Employees or Paribas (and sale their permitted transferees and assigns) of all or any portion of the Registrable Shares held by such Investor (including Conversion Shares and/or Dividend Shares issuable to such Investor), Hyperion, Triumph, the Employees or Paribas (and their permitted transferees and assigns) in accordance with the terms hereof, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter (a "Demand Registration"); provided, however, that TWUS shall not be required to file such Registration Statement unless the number of Registrable Securities (whether by the Affiliated Holder directly or indirectly by Limited Partners) on the terms and conditions specified in the Affiliated Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (an “Affiliated Holder Demand Registration”). The Affiliated Holder Demand Notice must set forth the number and type of Registrable Securities that the Affiliated Holder anticipates will be Shares included in such Affiliated Holder Demand Notice have a Fair Market Value in excess of $1,000,000. TWUS agrees to use its reasonable best efforts to keep the Demand Registration continuously effective, after its date of effectiveness, with respect to the Registrable Shares of the requesting Investor, Hyperion, Triumph, the Employees or Paribas (and their permitted transferees and assigns) until the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one date on which such Investor, Hyperion, Triumph, the Employees or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders Paribas (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (iand their permitted transferees and assigns) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registration. The Company shall use commercially reasonable efforts to include no longer holds any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand NoticeShares.

Demand Registration. (i) At any time, each Affiliated Holder If the Company shall have, to the extent it holds Registrable Securities, the option and right, exercisable by delivering receive from Infinity a written notice request to the Company (an “Affiliated Holder Demand Notice”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale register shares of Registrable Securities (whether by a "Demand"), the Affiliated Holder directly or indirectly by Limited Partners) on Company shall prepare and file a Registration Statement under the terms 1933 Act covering the shares so requested to be registered, and conditions specified shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective; provided, however, that if at the time the request for registration is made, the Company is in the Affiliated Holder Demand Noticeprocess of registering securities under the 1933 Act for sale by it or has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board of Directors of the Company, materially and adversely affect the Company, the Company may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf defer the filing (but not the preparation) of the requested Registration Statement (an “Affiliated Holder Demand Registration”a) in the case of another registration statement in process, until the filing or abandonment of such registration statement but in no event longer than sixty (60) days, and (b) in the case of a material transaction, for up to sixty (60) days (but the Company shall use its best efforts to resolve the transaction and file the Registration Statement as soon as practicable). The Affiliated Holder Company shall be required to register the Registrable Securities pursuant to this Section 1.2 in response to any Demand Notice must set forth by Infinity, provided (i) no Demand may be made by Infinity until on and after one year from the number date hereof, (ii) only one Demand may be made by Infinity (together with all permitted assignees thereof pursuant to Section 1.9) in any calendar year and type (iii) the Company shall not be required to register the Registrable Securities more than three (3) times on registration forms other than Form S-3 (or any substantially equivalent successive form). The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred twenty (120) days after it has become effective, the Affiliated Holder anticipates offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be included in such Affiliated Holder Demand Registration and the intended methods of disposition thereof. If Registrable Securities are deemed not to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale have become effective unless 80% of such Registrable Securities directly by have been sold pursuant to such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”registration), Eclipse Holdings and if the registration has remained effective for one hundred twenty (120) days without such interference such registration shall deliver a written notice be deemed to each Limited Partner that (i) specifies have been requested regardless of whether any of the amount of Registrable Securities that Eclipse Holdings estimates distributing are ultimately sold pursuant to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Affiliated Holder Demand Registrationregistration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall use commercially reasonable efforts be subject to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Affiliated Holder Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after the Company receives the Affiliated Holder Demand Noticepriority of Infinity's rights under this Section 1.2.