Common use of Demand Registration Clause in Contracts

Demand Registration. (a) Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstanding, the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement).

Demand Registration. (a) Upon receipt Commencing on or after the Initial Lock-Up Termination Date and from time to time so long as there are any Registrable Securities outstanding, if the Company is not eligible to file a Shelf Registration Statement, if the Company has not caused a Shelf Registration Statement to be declared effective by the Commission in accordance with Section 2.4 or if the Shelf Registration Statement shall cease to be effective, subject to the minimum size limitations in Section 2.5(a), the Holder(s) holding a majority of a Registrable Securities then outstanding may collectively make one or more written request requests to the Company for registration under the Securities Act of all or part of its or their Common Stock constituting Registrable Securities, including for the avoidance of doubt shares of Common Stock issued or issuable upon exchange of Common OP Units, that are not then subject to the Lock-Up Restrictions (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to “Demand Registration”). The Holders submitting the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstanding, the Company request for a Demand Registration shall (i) promptly give concurrently provide written notice of the Registration Request proposed registration to all non-requesting Holders and (ii) other Holders. The Company shall prepare and file with the Commission, within 45 thirty (30) days after its receipt of such Registration Request request for a Demand Registration, a registration statement for on an appropriate form which the purpose of effecting Company is then eligible to use with respect to any Demand Registration (a “Demand Registration of the sale of all Registrable Shares Statement”) as selected by the requesting Holders Company, and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect cause any such Demand Registration Statement to be declared effective by the Commission as soon promptly as reasonably practicable but not later than 120 days after its receipt the filing thereof. Any request for a Demand Registration will specify the number of such Registration Request (including, without limitation, the execution shares of an undertaking Registrable Securities proposed to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance the offering thereof; provided that the requesting Holder(s) may change the number of Registrable Securities proposed to be offered pursuant to any Demand Registration at any time prior to the Demand Registration Statement with Rule 144(krespect to the Demand Registration being declared effective by the Commission, in each case subject to the minimum size limitations in Section 2.5(a). Without the prior written consent of the Holders requesting such Demand Registration, no stockholder of the Company (other than the Holders) may include securities in any offering requested under this Section 2.1; PROVIDED, HOWEVER, provided that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service may include in such jurisdiction. Notwithstanding offering securities to be sold for the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment account of the Company, it would be detrimental subject to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statementlimitations set forth in Section 2.5(b).

Demand Registration. (a) Upon receipt At any time after one hundred eighty (180) days following the consummation of the IPO, for so long as any Registrable Securities are then outstanding, a Shareholder or Shareholders holding in the aggregate at least twenty percent (20%) of the Registrable Securities then outstanding shall have the right to request that the Company file and cause to become effective a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities held by such Shareholder(s) once such Shareholder(s) are no longer subject to the lock-up applicable to them entered into in connection with the IPO (which may be due to the expiration or waiver of such lock-up with respect to such Registrable Securities) (a “Demand Notice”) by delivering a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of Company specifying the number of Registrable Shares then outstandingSecurities such Shareholder(s) wish to Register and the intended method of distribution thereof (a “Demand Registration” and the Shareholder(s) submitting such Demand Registration, the “Initiating Holder” or “Initiating Holders”, collectively). The Company shall (i) promptly within 10 Business Days of the receipt of such request, give written notice of such Demand Registration (the Registration Request “Company Notice”) to all non-requesting Holders and Shareholders other than the Initiating Holder(s) (the “Eligible Holders”), (ii) prepare as soon as practicable, and file with the Commission, in any event within 45 forty-five (45) days after its of receipt of such request, file a Registration Request a registration statement Statement in respect of such Demand Registration, provided that all necessary documents for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders registration can be obtained and any other Holder who requests to have his Registrable Shares included in prepared within such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall 45-day period; and (iii) use its reasonable best efforts to effect cause such Registration Statement to become effective as soon as practicable but not later than 120 days after its thereafter. The Company shall include in such Registration all Registrable Securities that the Eligible Holders request to be included within the 10 Business Days following their receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and Notice. If the Holders, all method of distributing the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company offering is already subject to service in such jurisdiction. Notwithstanding the foregoingan underwritten public offering, the Company shall have may designate in its sole discretion, the right (the "SUSPENSION RIGHT") to defer managing underwriter for such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)offering.

Demand Registration. (a) Upon After receipt of a written request from the Investor (or any other Holder) requesting that the Company effect a registration (a "REGISTRATION REQUEST"“Demand Registration”) delivered not earlier than 120 days prior under the Securities Act covering all or part of the Registrable Securities held by the Investor (or such other Holder) which specifies the intended method or methods of disposition thereof, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof may elect (by written notice sent to the first anniversary Company within ten (10) Business Days from the date of this Agreement from Holders holding at least 50% such Holder’s receipt of the aggregate aforementioned notice from the Company) 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 specify in such notice the number of Registrable Shares then outstanding, Securities that such Holder elects to include in such registration. Thereupon the Company shall shall, as expeditiously as is reasonably possible, but in any event no later than (i) promptly give notice forty-five (45) days (excluding any days which occur during a permitted Blackout Period under Section 4 below) after receipt of the a written request for a Demand Registration Request to all non-requesting Holders and or (ii) prepare and file with if, as of such forty-fifth (45th) day the CommissionCompany does not have audited financial statements required to be included in a registration statement, within 45 thirty (30) days after receipt by the Company from its receipt independent public accountants of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included audited financial statements but in such registration statement within 10 no event later than ninety (90) days after receipt of notice by such Holder of a written request for a Demand Registration Statement, file with the Registration Request. The Company shall SEC and use its reasonable best efforts to effect cause to be declared effective, a registration statement (a “Demand Registration Statement”) relating to all shares of Registrable Securities which the Company has been so requested to register by such Registration Holders (“Participating Demand Holders”) for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as soon as practicable but not later than 120 days after its receipt aforesaid) of such Registration Request (includingthe Registrable Securities so registered, without limitationprovided, however, that the execution aggregate value of an undertaking the Registrable Securities requested to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of be registered (i) be at least US$25 million, based on the third anniversary closing trading price of the Equity Shares on the date hereof, the demand to file such Demand Registration Statement is made or (ii) the date on which include all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all Securities of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing Investor (or suspend sales under any filed registration statement or defer other Holder) requesting the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto Demand Registration which remain outstanding at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)time.

Demand Registration. At any time after the day that begins one year after the Closing Time and on or before the end of the day that is six years after the Closing Time, upon written, or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, from any Holder or Holders (a) Upon receipt of a written request (a the "REGISTRATION REQUESTRequesting Holders") delivered not earlier than 120 days prior 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 first anniversary 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 this Agreement from Holders holding at least 50% any of the aggregate of the number of Registrable Shares then outstandingWarrant Shares, the Company shall (i) promptly immediately give notice of to the Registration Request other Holders and afford them the opportunity to all non-requesting Holders participate in the registration statement and (ii) prepare and file with as promptly as possible after the Commission, within 45 days after its receipt of such Registration Request 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 for with respect to the purpose of effecting a Registration offering and sale or other disposition of the sale Warrant 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) is an underwritten registration, the Company and other holders of all Registrable Shares by securities of the requesting Holders and any other Holder who requests to have his Registrable Shares included Company may include securities in such registration statement within 10 days after receipt of notice by such Holder without the written consent of the Registration RequestHolders of the Warrant Shares for which registration has been requested pursuant to 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 this Section 3(c) unless and until the registration statement is declared effective. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance file only one registration statement pursuant to this Section 2 in any particular jurisdiction in 3(c) which becomes effective, whether or not the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement at the time it becomes effective covers all or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director portion of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)Warrant Shares.

Demand Registration. (a) Upon Subject to the provisions of Section 2.03(c) and Section 3.04 hereof, at any time and from time to time after the Closing Date, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, any Holder that holds at least five percent (5.0%) of the Registrable Securities (such holder, the “Demanding Holder”), may make a written demand for Registration for all or part of such Registrable Securities on a Registration Statement, 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 “Demand Registration”). The Company shall, promptly following the Company’s receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Demand Registration, notify, in writing, all other Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingSecurities 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 Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the CommissionCompany, in writing, within 45 five (5) days after its the receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration Requestrights pursuant to this Section 2.02, 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. The Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to Section 2.03(b) below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable best efforts to effect such Registration file a Shelf as soon thereafter as practicable practicable, but not later more than 120 thirty (30) days after its following the Company’s receipt of such the Demand Registration, for Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered Securities requested by the Demanding Holders and Requesting Holders pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Demand Registration. The Company shall not be obligated to take any action to effect any such Registration, qualification or compliance (i) more than two (2) Registrations pursuant to this Section 2 a Demand Registration initiated by the Sponsor, (ii) more than two (2) Registrations pursuant to a Demand Registration initiated by the Holders (other than the Sponsor) or (iii) more than four (4) Registrations pursuant to a Demand Registration in the aggregate, in each case, in any particular jurisdiction in which the Company would 12-month period; provided, however, that a Registration shall not be required to execute counted for such purposes unless a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would Registration Statement that may be detrimental to the Company and its shareholders to file such registration statement or amendment thereto available at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)become effective.

Demand Registration. (a) Upon receipt Subject to the provisions of this Agreement, if at any time after the earlier to occur of a Qualified Public Offering or May 31, 2004, RHH shall receive a written request from the C/H/J Holders of at least 25% of the class of Registrable Securities sought to be registered that were originally issued to all C/H/J Holders, or, if less, at least forty percent (40%) of the class of Registrable Securities sought to be registered then held by the C/H/J Holders, that RHH file a "REGISTRATION REQUEST"registration statement under the Securities Act covering the registration for offer and sale of such and any other outstanding Registrable Securities, then RHH shall promptly notify in writing all other C/H/J Holders of such request. Within twenty (20) delivered not earlier days after such notice has been given by RHH, any other C/H/J Holder may give written notice to RHH of its election to include its Registrable Securities in the registration. As soon as practicable after the expiration of such twenty (20) day period, RHH shall use its best efforts to cause the registration of all Registrable Securities with respect to which registration has been so requested by the C/H/J Holders. The right to demand the registration of Registrable Securities shall be exercised no more than 120 days prior two times by the C/H/J Holders, with the second such demand to be effected no sooner than 9 months after the registration statement resulting from the first anniversary of this Agreement from demand shall have become effective, provided, however, that if the C/H/J Holders are unable to sell, pursuant to such two registration statements, all Registrable Securities which they sought to sell, the C/H/J Holders holding at least 50% twenty-five percent (25%) of the aggregate shares of such Registrable Securities may, no sooner than 12 months after the second such registration statement became effective, cause RHH to use its reasonable efforts to cause a third registration statement, covering such unsold Registrable Securities, to be filed and to become effective. The foregoing notwithstanding, the C/H/J Holders may demand that a registration statement be filed pursuant to Form S-3 any number of Registrable Shares then outstanding, the Company shall times if (i) promptly give notice the value of the Registration Request shares of Registrable Securities to all non-requesting Holders be so offered and sold is at least $1,000,000 and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request at least 9 months has elapsed since a registration statement for the purpose filed as a result of effecting a Registration of the sale of all Registrable Shares demand by the requesting C/H/J Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)became effective.

Demand Registration. Subject to the provisions of Section 5.01(d), if the Company is ineligible to use a Shelf Registration Statement or if the Shelf Registration Statement is otherwise unavailable to the Company, the Stockholders (athe “Demanding Holders”) Upon receipt may make a written demand that the Company promptly prepare and file a registration statement (a “Demand Registration Statement”) under the Securities Act of all or part of their Registrable Securities having an anticipated aggregate offering price of the value of all the Registrable Securities owned by the Stockholders, which written demand shall describe the amount and type of security to be included in such Demand Registration Statement and the intended method(s) of distribution thereof, which may include delayed distribution pursuant to Rule 415 under the Securities Act (such written demand a “Demand Registration”). Each Demand Registration shall be for the sale of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingSecurities equal to or greater than the Registrable Amount. The Company shall, within ten (10) Business Days after receipt of the Demand Registration, notify, in writing, all other Stockholders, if any, 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 Demand Registration (each such holder that includes all or a portion of such holder’s Registrable Securities in such Demand Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) Business Days after the receipt by such other Stockholders of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in such Demand Registration and the Company shall (i) promptly give notice of effect, as soon thereafter as practicable, the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares Securities requested by the requesting Holders Demanding Holder(s) and any other Holder who requests Requesting Holder(s) pursuant to have his Registrable Shares included in such registration statement within 10 days after receipt of notice Demand Registration, including by such Holder of the filing a Demand Registration Request. The Company shall use its reasonable best efforts to effect such Registration Statement relating thereto as soon as practicable practicable, but not later more than 120 sixty (60) days immediately after its the Company’s receipt of such the Demand Registration. Under no circumstances shall the Company be obligated to obtain effectiveness of more than one (1) Demand Registration Request Statement under this Section 5.02 with respect to any or all Registrable Securities within any twelve (including, without limitation, the execution of an undertaking to file post-effective amendments 12) month period; provided that a Demand Registration shall not count against this limitation unless and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of Demand Registration Statement has been declared effective by the date hereofCommission, (ii) the date on which Company has complied with all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144of its obligations under this Agreement with respect thereto, and (iii) the date on whichDemand Registration Statement has remained effective for the Shelf Registration Effectiveness Period; provided, in the opinion further, that if, after such Demand Registration Statement has been declared effective, an offering of counsel reasonably acceptable Registrable Securities pursuant to the Company and the Holders, all a Demand Registration is subsequently interfered with by any stop order or injunction of the Registrable Shares registered pursuant Commission, federal or state court or any other governmental agency, then the Demand Registration Statement shall be deemed not to have been declared effective, unless and until, such Registration may be sold in accordance with Rule 144(k)stop order or injunction is removed, rescinded or otherwise terminated; PROVIDEDprovided, HOWEVERfurther, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute file another Demand Registration Statement until the Demand Registration Statement that has been previously filed with respect to a general consent to service of process in effecting such Registration, qualification Demand Registration becomes effective or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)subsequently terminated.

Demand Registration. (a) Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstanding, the Company shall (i) promptly give notice of SAP and its Affiliated Companies shall have the Registration Request right, after the 180 day period following the IPO Date (or such other period as may be requested by the Company or an underwriter to all non-requesting Holders facilitate compliance with applicable FINRA rules, or any successor provisions or amendments thereto), and (ii) prepare Silver Lake and file its Affiliated Companies shall have the right, after the two year period following the IPO Date, to request in writing (a “Request”) (which request shall specify the Registrable Securities intended to be disposed of by such requesting Holder, and the intended method of distribution thereof, including in a Rule 415 Offering, if the Company is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) that the Company register such portion of the requesting Holder’s Registrable Securities as shall be specified in the Request (a “Demand Registration”) by filing with the CommissionSEC, within 45 days as soon as practicable (the “Filing Date”) after its the receipt of such Registration a Request by the Company, a registration statement for (a “Demand Registration Statement”) covering such Registrable Securities, and the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect have such Demand Registration Statement become effective with the SEC concurrently with filing or as soon as practicable but not later than 120 days after its receipt of such Registration Request (includingthereafter, without limitationand, the execution of an undertaking subject to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall Section 3.4, to keep such Demand Registration continuously effective until Statement Continuously Effective for a period of at least 24 months, in the earlier case of (i) the third anniversary a Rule 415 Offering, or, in all other cases, for a period of the date hereof, (ii) at least 180 days following the date on which such Demand Registration Statement is declared effective (or for such shorter period which will terminate when all of the Registrable Shares registered pursuant to Securities covered by such Demand Registration Statement shall have been sold pursuant to thereto) (provided that such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may period shall be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) extended for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish time equal to the Holders a certificate signed by an executive officer or period the Holder of Registrable Securities refrains from selling any director securities included in such registration statement at the request of the Company stating thator the Underwriters’ Representative pursuant to the provisions of this Agreement), including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Demand Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, that such period during which the Demand Registration Statement shall remain Continuously Effective shall, in the good faith case of an Underwritten Offering, and subject to Section 3.4, be extended for such period (if any) as the underwriters shall reasonably require, including to satisfy, in the judgment of the Company, it would be detrimental counsel to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)underwriters, any prospectus delivery requirements imposed by applicable law.

Demand Registration. Notwithstanding any other provisions of this Section 3, in no event shall more than one (a1) Upon receipt Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 180 days after the effective date of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior Registration Statement filed by the Company. No Demand Registration shall be deemed to the first anniversary have occurred for purposes of this Agreement from Holders holding at least 50% Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of the aggregate of the number of Registrable Shares then outstandinga Demand Notice, the Company shall give written notice (ithe “Notice”) promptly give notice of the Registration Request such Demand Notice to all non-requesting Holders holders of Registrable Securities and (iishall, subject to the provisions of Section 3(b) prepare and file with the Commissionhereof, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included include in such registration statement all Registrable Securities with respect to which the Company received written requests for inclusion therein within 10 ten (10) days after receipt such Notice is given by the Company to such holders. All requests made pursuant to this Section 3 will specify the amount of notice by such Holder Registrable Securities to be registered and the intended methods of the Registration Requestdisposition thereof. The Company shall use its commercially reasonable best efforts to effect maintain the effectiveness of the Registration Statement (except in the case of a Shelf Registration Statement) with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration as soon as practicable but not later than 120 days after its receipt Statement have actually been sold; provided, however, that such period shall be extended, if reasonably practicable, for a period of time equal to the period the holders of Registrable Securities refrain from selling any securities included in such Registration Request Statement at the request of (x) an underwriter or (y) the Company pursuant to the provisions herein. The Company shall use its commercially reasonable efforts to maintain the effectiveness of a Registration Statement that constitutes a Shelf Registration Statement at all times during the Effectiveness Period; provided, however, that any Holder of Registrable Securities that has been included in a Shelf Registration Statement may request that such Registrable Securities be removed from such Shelf Registration Statement, in which event the Company shall promptly either withdraw such Shelf Registration Statement or file a post-effective amendment to such Shelf Registration Statement removing such Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) each Shelf Registration Statement filed by the Company pursuant to this Section 3 shall contain all language (including, without limitation, on the execution Prospectus cover page, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by an Investor Qualified Holder to allow for distribution to, and resale by, the direct and indirect partners, investors or affiliated entities of an undertaking Investor Qualified Holder (a “Partner Distribution”) and (ii) the Company shall, at the reasonable request of any Investor Qualified Holder seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Shelf Registration Statement, or revise such language if deemed necessary by such Investor Qualified Holder to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)Partner Distribution.

Demand Registration. (a) Upon receipt The Covered Holders shall have the right, on not more than two occasions in the aggregate, occurring no more frequently than once during any six month period, to require the Company (subject to the next sentence) to use its reasonable best efforts to register for offer and sale under the Securities Act all or a portion of the Registrable Securities then outstanding; provided, however, that, without limiting the foregoing, if the Company is S-3 Eligible during any calendar year, then the Covered Holders shall also have the right, on not more than two occasions in the aggregate during such calendar year, to require the Company to register for offer and sale pursuant to a written request Registration Statement on Form S-3 (which shall be a "REGISTRATION REQUEST"shelf" Registration Statement pursuant to Rule 415 under the Securities Act, or a successor provision) delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% if so requested by a majority of the aggregate of Covered Holders (which majority shall be calculated based on the number of Registrable Shares Securities held by all Covered Holders) all or a portion of the Registrable Securities then outstanding. As promptly as practicable after the Company receives a notice from the Covered Holders (a "Demand Notice") demanding that the Company register for offer and sale under the Securities Act Registrable Securities having as to each Registration an expected aggregate offering price of at least $10,000,000, subject to Section 2(b), the Company shall (i) promptly give notice file with the Commission a Registration Statement relating to the offer and sale of the Registration Request to all non-requesting Holders and Applicable Securities on Form S-3, or if Form S-3 is not available, on such other form as the Company may reasonably deem appropriate and, thereafter, (ii) prepare and file with use all reasonable efforts to cause such Registration Statement to be declared effective under the Commission, within 45 days Securities Act as promptly as practicable after its receipt the date of filing of such Registration Request Statement; provided, however, that no Covered Holder shall be entitled to be named as a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included selling stockholder in such registration statement within 10 days after receipt of notice by such Holder of the Registration RequestStatement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Covered Holder is an Electing Holder. The Subject to Section 2(b), the Company shall use its all reasonable best efforts to effect such keep each Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration Statement continuously effective until in order to permit the Prospectus forming a part thereof to be usable by Covered Holders for resales of Registrable Securities for an Effectiveness Period ending on the earlier of (i) 90 days from the third anniversary Effective Time of such Registration Statement (two years in the date hereof, case of a shelf registration pursuant to Rule 415 or any successor rule thereto on Form S-3) and (ii) the date on which such time as all Registrable Shares registered pursuant to of such Registration securities have been sold pursuant to such registration statement or Rule 144, and (iii) disposed of by the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)selling stockholders.

Demand Registration. (a) Upon At any time after 180 days after the Qualified Public Offering, the holders of a majority of the Registrable Securities may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities in the manner specified in such request (the “Demand Request”). No later than five (5) days after receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingsuch Demand Request, the Company shall (i) promptly give deliver notice of the Registration Request such request to all non-requesting Holders Shareholders holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the Demand 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 inclusion of such Person’s Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its commercially reasonable efforts to expeditiously effect (ii) prepare and file with the Commission, within 45 but in any event no later than 180 days after its the receipt of such Registration Request a the Demand Request) the registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included Securities whose holders request participation in such registration statement within 10 days after receipt of notice by such Holder of under the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable Securities Act, but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable only to the Company and the Holdersextent provided for in this Section 2; provided, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVERhowever, that the Company shall not be obligated to take any action required to effect any such Registration, qualification or compliance registration pursuant to a request under this Section 2 in any particular jurisdiction more than once. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the Company would be required holders of Registrable Securities shall have been entitled to execute join and in which there shall have been effectively registered a general consent majority of the Registrable Securities as to service 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 process the initiating Shareholders; provided, however, that a majority in effecting such Registrationinterest of the participating holders of Registrable Securities may request, qualification or compliance unless in writing, that the Company is already subject to service 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 jurisdiction. Notwithstanding the foregoing, holders may thereafter request the Company shall have the right (the "SUSPENSION RIGHT") to defer reinstate such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31statement, if permitted under the Company shall furnish Securities Act, or to the Holders a certificate signed by an executive officer or any director of the Company stating thatfile another registration statement, in accordance with the good faith judgment procedures set forth herein and without reduction in the number of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales demand registrations permitted under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statementthis Section 2.1(a).

Demand Registration. (a) At any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO of the Company’s Common Stock, either Investor (the “Initiating Holder”) may notify the Company that it intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities in the manner specified in such request. Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingsuch request, the Company shall (i) promptly give deliver notice of the Registration Request such request to all non-requesting Holders and other holders of Registrable Securities who shall then have ten (ii10) prepare and file with days to notify the Commission, within 45 days after its receipt Company in writing of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests their desire to have his Registrable Shares be included in such registration. If the request for registration statement within 10 days after receipt contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of notice by any Person to participate in such Holder registration shall be conditioned upon such Person’s participation in such underwritten public offering and the inclusion of such Person’s Registrable Securities in the Registration Requestunderwritten public offering to the extent provided herein. The Company shall will use its reasonable best efforts to expeditiously effect such Registration as soon as practicable (but not in any event no later than 120 ninety (90) days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (irequest) the third anniversary registration of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to Securities whose holders request participation in such registration statement or Rule 144under the Securities Act, and (iii) the date on which, in the opinion of counsel reasonably acceptable but only to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold extent provided for in accordance with Rule 144(k)this Agreement; PROVIDED, HOWEVERprovided however, that the Company shall not be obligated to take any action required to effect any such Registration, qualification or compliance registration pursuant to a request under this Section 2 (1) more than three (3) times for each Investor, or (2) if the Registrable Securities proposed to be included in any particular jurisdiction such registration are expected to have an aggregate sale price (net underwriting discounts and commissions, if any) less than $50,000,000. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within one hundred twenty (120) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the Company would be required holders of Registrable Securities shall have been entitled to execute 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 general consent requested registration under this Section 2(a) unless and until the registration statement relating to service such registration has been declared effective by the Commission; provided however, that (i) the participating Investors holding a majority of process the Registrable Securities being registered by all participating Investors (a “Participating Majority”) or (ii) the Initiating Holder, only to the extent no such Investor holds a majority of the Registrable Securities being registered by all participating Investors, may request, in effecting such Registrationwriting, qualification or compliance unless that the Company is already subject to service in such jurisdiction. Notwithstanding the foregoingwithdraw a registration statement which has been filed under this Section 2(a) but has not yet been declared effective, and a Participating Majority (or Initiating Holder, as applicable) may thereafter request the Company shall have the right (the "SUSPENSION RIGHT") to defer reinstate such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31statement, if permitted under the Securities Act, or to request that the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating thatfile another registration statement, in accordance with the good faith judgment procedures set forth herein and without reduction in the number of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales demand registrations permitted under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statementthis Section 2(a).

Demand Registration. (a) Upon receipt Commencing 30 days following the Effective Date, any Holder of Registrable Securities may make a written request substantially in the form of Annex A hereto for registration under the Securities Act of all or part of its or their Registrable Securities (a "REGISTRATION REQUESTDemand Registration") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstanding, the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, provided that the Company Issuer shall not be obligated to take effect (i) any action to effect any such Demand Registration, qualification or compliance pursuant to this Section 2 except for the first Demand Registration hereunder, unless the aggregate market value of the Registrable Securities covered by such written requests (calculated as of a recent date as determined by the Issuer) is at least $50,000,000, (ii) more than one Demand Registration in any particular jurisdiction 6-month period, (iii) more than three Demand Registrations requested by Appaloosa and more than two Demand Registrations requested by Holders other than Appaloosa, (iv) any Demand Registration within 3 months of a previous registration in which the Company holders of Registrable Securities were given piggyback rights pursuant to Section 2.3 and in which there was no reduction in the number of Registrable Securities requested to be included or (v) any Demand Registration at a time when doing so would be required to execute a general consent to service in violation of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT"Section 5.3(b) to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating thatPreferred Registration Rights Agreement. Each such request will specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof and may specify the book-running managing Underwriter and any additional investment bankers and managers to be used in connection with an underwritten offering. Promptly after receipt of requests for the registration of Registrable Securities with an aggregate market value of at least $50,000,000 (determined as aforesaid) or, in the good faith judgment case of the Companyfirst Demand Registration hereunder, it would be detrimental to promptly after the Company and its shareholders to file such receipt of a request for the registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore of Registrable Securities, the Company has elected to defer the filing Issuer will give written notice of such registration request to all other Holders of the Registrable Securities and include in such registration all such Registrable Securities with respect to which the Issuer has received a written request for inclusion therein within 30 calendar days after written notice has been mailed. Each such request will also specify the number of Registrable Securities to be registered and the intended method of disposition thereof. The registration statement to be filed pursuant to a Demand Registration shall not include securities being sold for the account of other persons and entities (other than securities being sold for the account of other persons and entities pursuant to the piggy-back registration rights provisions of the Preferred Registration Rights Agreement) or suspend sales under for the account of the Issuer, unless the Holders of a filed registration statement)majority of the Registrable Securities to be included in such Demand Registration consent in writing thereto.

Demand Registration. (a) Upon After receipt of a written request from a Holder requesting that the Company effect a registration (a "REGISTRATION REQUESTDemand Registration") delivered not earlier than 120 days prior under the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the first anniversary Company within ten (10) Business Days from the date of this Agreement from Holders holding at least 50% such Holder's receipt of the aggregate aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Shares then outstanding, Securities that such Holder elects to include in such registration. Thereupon the Company shall shall, as expeditiously as is possible, but in any event no later than thirty (i30) promptly give notice days (excluding any days which occur during a permitted Blackout Period under Section 5 below) after receipt of the Registration Request to all non-requesting Holders and (ii) prepare and a written request for a Demand Registration, file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders SEC and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration cause to be declared effective as soon as practicable but not later than 120 days practical after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such filing thereof a registration statement or Rule 144(a "Demand Registration Statement") relating to all shares of Registrable Securities which the Company has been so requested to register by such Holders ("Participating Demand Holders"), and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and extent required to permit the Holdersdisposition (in accordance with the intended method or methods thereof, all as aforesaid) of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k)Securities so registered; PROVIDEDprovided, HOWEVERhowever, that the Company shall not aggregate number of the Registrable Securities requested to be obligated to take any action to effect any registered constitute at least 10% of the initial amount of the Registrable Securities or include all Registrable Securities which remain outstanding at such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoingtime; provided further that, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31may, if permitted by applicable Laws and Regulations, utilize the Company shall furnish Shelf Registration Statement to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and satisfy its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)obligations hereunder.

Demand Registration. (a) Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstanding, the Company shall (i) promptly give notice A Holder or Holders that hold not less than a majority of the Registration Request then outstanding Registrable Securities (such Holder or group being referred to all non-requesting Holders as the “Initiating Holder”) shall have the option and right, exercisable by delivering a written notice to the Corporation (ii) a “Demand Notice”), to require the Corporation to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the CommissionSEC a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice, within 45 days after its which may include sales on a delayed or continuous basis pursuant to Rule 415 (a “Demand Registration”). The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration. Notwithstanding anything to the contrary herein, in no event shall the Corporation be required to effectuate a Demand Registration for Registrable Securities having an aggregate value of less than $3.5 million based on the VWAP of such Registrable Securities as of the date of the Demand Notice. (ii) Within five Business Days of the receipt of the Demand Notice, the Corporation shall give written notice of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of Demand Notice to all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration and, as soon as reasonably practicable thereafter, but not later in no event more than 120 60 days after its following receipt of such Registration Request (includingthe Demand Notice, without limitationshall, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable subject to the Company and the Holderslimitations of this Section 2(a), file a Registration Statement covering all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, Securities that the Company Holders shall not in writing request (such request to be obligated given to take any action to effect any the Corporation within three days of receipt of such Registration, qualification or compliance notice of the Demand Notice given by the Corporation pursuant to this Section 2 2(a)(ii)) to be included in such Demand Registration as promptly as practicable as directed by the Initiating Holder in accordance with the terms and conditions of the Demand Notice and use all commercially reasonable efforts to cause such Registration Statement to become effective under the Securities Act and remain effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or otherwise cease to be Registrable Securities (the “Effectiveness Period”). (iii) Subject to the other limitations contained in this Agreement, the Corporation is not obligated hereunder to effect (A) more than two Demand Registrations in any particular jurisdiction 12 month period, (B) more than a total of six Demand Registrations pursuant to this Agreement and (C) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities held by the Holders providing such Demand Notice shall have become effective under the Securities Act and remains effective under the Securities Act and is sufficient to permit offers and sales of the number and type of Registrable Securities on substantially the terms and conditions specified in which the Company would Demand Notice in accordance in all material respects with the intended timing and method or methods of distribution thereof specified in the Demand Notice. In addition, the Corporation will not be required to execute file a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such Registration Statement at a time when filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it Registration Statement would be detrimental to prohibited by the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under terms of a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement).customary

Demand Registration. At any time following the Closing and expiration or waiver of any lockup applicable to such Holders party hereto, the Initiating Holders may request in writing that all or part of the Registrable Securities held by them shall be registered under the Securities Act (aa “Demand Registration”). Within ten (10) Upon days after receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingany such request, the Company shall give written notice of such request to the other Holders and shall include in such registration all Registrable Securities held by all such Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within seven (7) days after the receipt of the Company’s notice; provided that no Holder who is subject to a lockup with respect to such Holder’s Registrable Securities shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. Thereupon, the Company shall effect the registration of all Registrable Securities as to which it has received requests for registration as soon as practicable; provided that (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action required to effect any such Registrationregistration under this Section 2.3 (x) within a period of ninety (90) days following the effective date of a previous registration and (y) with respect to Registrable Securities with a total offering price not reasonably expected to exceed, qualification or compliance in the aggregate, $50 million, and (ii) this provision shall not apply if a shelf registration on Form F-3 has been filed pursuant to this Section 2 in any particular jurisdiction in which the 2.5 and is effective and available for use. The Company would shall not be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not effect more than 105 days during any one-year period ending on December 31, if (A) two (2) registration under this Section 2.3 requested by the Sponsor and (B) three (3) registrations under this Section 2.3 requested by the Major Shareholder Initiating Holders. If the Company shall furnish to the Holders a certificate signed by an executive officer or any director the Chief Executive Officer of the Company stating that, that in the good faith judgment of the Company, board of directors (the “Board”) it would be seriously detrimental to the Company and or its shareholders for a registration under this Section 2.3 to file be effected at such time, the Company shall have the right to defer such registration statement or amendment thereto at such time for a period of not more than ninety (or continue sales 90) days after receipt of the request of the Initiating Holders under a filed registration statement) and therefore this Section 2.3, provided that the Company has elected shall not utilize this right more than once in any twelve (12) month period. The Initiating Holders may elect to defer withdraw from any offering pursuant to this Section 2.3 by giving written notice to the filing Company and the underwriter(s) of their request to withdraw prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration. If the Initiating Holders withdraw from a proposed offering relating to a Demand Registration then either the Initiating Holders shall reimburse the Company for the costs associated with the withdrawn Demand Registration (in which case such registration statement shall not count as a Demand Registration provided for in this Section 2.3) or such withdrawn registration shall count as a Demand Registration provided for in this Section 2.3. Notwithstanding any other provision of this Section 2.3, if the managing underwriter advises the Holders 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 pro rata to the respective number of Registrable Securities held by the Holders; provided that in any event all Registrable Securities held by the Initiating Holders and any other Holders that elect to participate in any such registration must be included in such registration (pro rata based on the total amount of Registrable Securities held by each such Initiating Holder or suspend sales under a filed other Holder, as applicable) prior to any other shares of the Company, including shares held by persons other than Holders. The Company shall not register securities for sale for its own account in any registration statement)requested pursuant to this Section 2.3 unless permitted to do so by the written consent of the Initiating Holders.

Demand Registration. (a) Upon receipt of At any time and from time to time on and/or after the Closing Date, each Holder shall severally have the option and right, exercisable by delivering a written request notice to Parent (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior “Demand Notice”), to require Parent to, pursuant to the first anniversary terms of and subject to the limitations contained in this Agreement from Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”). The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall Parent be required to effectuate a Demand Registration unless the Registrable Securities of the Holders holding to be included therein after compliance with Section 2.1(b) have an aggregate value of at least 50% $200 million based on the VWAP (the “Minimum Amount”) as of the date of the Demand Notice; provided, however, that the Minimum Amount shall not apply in the event that, as the result of Cut Back Shares being removed from such Registration Statement pursuant to this Section 2.1(a), the Registrable Securities of the Holders to be included therein after compliance with Section 2.1(b) have an aggregate value of less than $200 million. If at any time the Commission takes the position that some or all of the Registrable Securities proposed to be included in a Registration Statement filed pursuant to a Demand Registration must be removed from such Registration Statement (such portion of the Registrable Securities, the “Cut Back Shares”) in order for all of the Registrable Securities in such Registration Statement filed pursuant to a Demand Registration to be eligible to be made on a delayed or continuous basis under the provisions of Rule 415 or for the Initiating Holder to not be named as an “underwriter” in such Registration Statement, then if the Initiating Holder so elects, Parent shall remove the Cut Back Shares from such Registration Statement. Any Cut Back Shares so removed pursuant to this Section 2.1(a) shall be allocated among the Holders including Registrable Securities for resale on such Registration Statement on a pro rata basis. Further, a Demand Registration shall not constitute a Demand Registration of the Initiating Holder for purposes of Section 2.1(c) if, as a result of the cutback provisions in this Section 2.1(a) or Registrable Securities of Holders other than the Initiating Holder included in such Demand Registration pursuant to Section 2.1(b), there is included in the Demand Registration less than the lesser of (x) Registrable Securities of the Initiating Holder having a VWAP measured on the effective date of the related Registration Statement of $200 million and (y) two-thirds of the number of Registrable Shares then outstanding, Securities the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Initiating Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, set forth in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)applicable Demand Notice.

Demand Registration. (a) Upon receipt (i) The Holders of not less than a written request majority of the Registrable Shares then held by all Holders shall have the right, during the period (a the "REGISTRATION REQUESTRegistration Period") delivered not earlier than 120 days prior to commencing on the first anniversary date of this Agreement from Holders holding at least 50% of and ending as to each Holder on the aggregate of the number of Registrable Shares then outstanding, the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (ix) the third anniversary of the date hereofof this Agreement and (y) if such Holder is an Affiliated Holder, (ii) the date on which such Holder shall cease to be an Affiliated Holder, by written notice (the "Demand Notice") given to the Company, to request the Company to register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Shares designated by such Holders; 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 following sentence shall be at least 4,000,000 or the remaining Registrable Shares, if less. For purposes of this Agreement, a Holder shall be deemed to hold as of any relevant date all Registrable Shares issuable upon conversion of any Exchange Preferred Stock then held by such Holder. Upon receipt of any such Demand Notice, the Company shall promptly notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Shares held by them in the proposed registration by submitting their own Demand Notice. In connection with any Demand Registration in which more than one Holder participates, in the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total number of Registrable Shares to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Shares to be sold), then the amount of Registrable Shares to be offered for the account of such Holders shall be reduced pro rata on the basis of the number of Registrable Shares to be registered by each such Holder or on such other basis as the Holders may agree. The Holders as a group shall be entitled to three Demand Registrations pursuant to this Section 2(a)(i). Any Demand Registration that does not become effective or is not maintained for the period (whether or not continuous) specified in Section 2(c) (or such shorter period as shall terminate when all the Registrable Shares covered by such Demand Registration have been sold pursuant to such registration statement or Rule 144, and (iiithereto) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which reduce the Company would be required to execute a general consent to service number of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish Demand Registrations available to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)hereunder.

Demand Registration. (a) At any time after the initial public offering of the ADSs representing interests in the Company’s Ordinary Shares pursuant to an effective registration under the Securities Act, the holders of the Registrable Securities may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities in the manner specified in such request. Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingsuch request, the Company shall (i) promptly give deliver notice of the Registration Request such request to all non-requesting Holders Investors holding Registrable Securities who shall then have ten (10) days to notify the Company in writing of their desire to be included in such 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 inclusion of such Person’s Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its best efforts to expeditiously effect (iibut in any event no later than sixty (60) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a request) the registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included Securities whose holders request participation in such registration statement within 10 days after receipt of notice by such Holder of under the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable Securities Act, but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable only to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold extent provided for in accordance with Rule 144(k)this Agreement; PROVIDED, HOWEVERprovided however, that the Company shall not be obligated to take any action required to effect any such Registration, qualification or compliance registration pursuant to a request under this Section 2 in more than (a) five (5) times over the course of any particular jurisdiction twelve (12) month period for the holders of the Registrable Securities as a group or (b) such other greater number of times as agreed upon by the Investors then holding Registrable Securities and the Company. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the Company would be required holders of Registrable Securities shall have been entitled to execute 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 general consent requested registration under this Section 2(a) unless and until the registration statement relating to service such registration has been declared effective by the Commission; provided however, that the participating Investors holding a majority of process the Registrable Securities being registered by all participating Investors (a “Participating Majority”) may request, in effecting such Registrationwriting, qualification or compliance unless that the Company is already subject to service in such jurisdiction. Notwithstanding the foregoingwithdraw a registration statement which has been filed under this Section 2(a) but has not yet been declared effective, and a Participating Majority may thereafter request the Company shall have the right (the "SUSPENSION RIGHT") to defer reinstate such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31statement, if permitted under the Securities Act, or the holders of Registrable Securities may request that the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating thatfile another registration statement, in accordance with the good faith judgment procedures set forth herein and without reduction in the number of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales demand registrations permitted under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statementthis Section 2(a).

Demand Registration. (a) At any time after 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, the holders of a majority of the Registrable Securities may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities covering the registration of at least such number of the Registrable Securities having an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $10,000,000 in the manner specified in such request. Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingsuch request, the Company shall (i) promptly give deliver notice of the Registration Request such request to all non-requesting Holders Investors holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such 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 inclusion of such Person’s Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its best efforts to expeditiously effect (iibut in any event no later than thirty (30) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a request) the registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included Securities whose holders request participation in such registration statement within 10 days after receipt of notice by such Holder of under the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable Securities Act, but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable only to the Company and the Holdersextent provided for in this Agreement; provided, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVERhowever, that the Company shall not be obligated to take any action required to effect any such Registration, qualification or compliance registration pursuant to a request under this Section 2 in any particular jurisdiction more than two (2) times for 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 within ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the Company would be required holders of Registrable Securities shall have been entitled to execute 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 general consent requested registration under this Section 2(a) unless and until the registration statement relating to service such registration has been declared effective by the Commission at the request of process the initiating shareholders; provided, however, that a majority in effecting such Registrationinterest of the participating holders of Registrable Securities may request, qualification or compliance unless in writing, that the Company is already subject to service 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 jurisdiction. Notwithstanding the foregoing, holders may thereafter request the Company shall have the right (the "SUSPENSION RIGHT") to defer reinstate such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31statement, if permitted under the Company shall furnish Securities Act, or to the Holders a certificate signed by an executive officer or any director of the Company stating thatfile another registration statement, in accordance with the good faith judgment procedures set forth herein and without reduction in the number of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales demand registrations permitted under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statementthis Section 2(a).

Demand Registration. (a) Upon receipt From and after the date that is six (6) months after the date of this Agreement, in case the Company shall receive from the Investor a written request or requests that the Company effect a Registration (“Demand Registration”), which if the Company is a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% WKSI as of the aggregate filing date thereof, shall be an automatic Shelf Registration Statement, and any related qualification or compliance, with respect to all or any part of the number of Registrable Shares Securities owned by the Investor, then outstanding, the Company shall file and use its best efforts (i) promptly give notice of to cause the Registration Request Statement covering such Registrable Securities to all non-requesting Holders be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof, and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (i) the third anniversary of the date hereof, (iix) the date on which all Registrable Shares registered pursuant to Securities covered by such Registration Statement have been sold pursuant to such registration statement or Rule 144, and (iiiy) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of which the Registrable Shares registered pursuant to such Registration Securities may be sold in accordance with without any restriction pursuant to Rule 144(k); PROVIDED144. (b) Notwithstanding anything to the contrary provided above, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 2.2: (1) if the aggregate anticipated price to the public of any Registrable Securities which the Investor proposes to sell pursuant to such registration, together with the aggregate anticipated price to the public of any other securities of the Company entitled to inclusion in any particular jurisdiction such registration, is less than US$50,000,000 (or the equivalent thereof in other currencies), unless such Registration covers all remaining Registrable Securities; (2) if the Company shall furnish to the Investor a certificate certifying the same signed by the Chief Executive Officer stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration to be effected at such time, in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, event the Company shall have the right (the "SUSPENSION RIGHT") to defer such the filing of the Registration Statement no more than once during any twelve (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder12) month period for a period of not more than 105 ninety (90) days during any one-year after receipt of the request of the Investor under this Section 2.2(a); provided, however, that such period ending on December 31, shall terminate if the Company shall furnish registers any of its other Shares during such period; or (3) if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act other than a registration from which the Registrable Securities of the Investor have been excluded (with respect to the Holders a certificate signed by an executive officer all or any director portion of the Company stating that, Registrable Securities the Investor requested be included in the good faith judgment of the Company, it would be detrimental such registration) pursuant to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statementSection 2.1(b).

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a written notice (aa “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a written request (Demand Registration Notice from a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% Holder requesting registration of the aggregate lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the number Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Shares then outstandingSecurities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company shall (i) promptly give notice of the Registration Request agrees to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its commercially reasonable best efforts to effect such keep any Demand Registration as soon as practicable but not later than 120 days after its receipt Statement continuously effective (including the preparation and filing of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective any amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective supplements necessary for that purpose) until the earlier of (i) the third anniversary of date that is two (2) years after the date hereofof effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Shares registered Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to such Registration have been sold pursuant to such registration statement Rule 144 (or Rule 144any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, and or (iii) the date on which, in which the opinion Holder or Holders consummate the sale of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares Securities registered pursuant to under such Demand Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdictionStatement. Notwithstanding the foregoing, the Company shall have the right may at any time (the "SUSPENSION RIGHT") including, without limitation, prior to defer or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such filing (Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or suspend sales under any filed an existing shelf registration statement or defer pursuant to Rule 462(b) under the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if Securities Act (in which event the Company shall furnish be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Holders a certificate signed by an executive officer or any director of the Company stating thatRegistrable Securities so included, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file so long as such registration statement remains effective and not the subject of any stop order, injunction or amendment thereto at such time (or continue sales under a filed registration statement) and therefore other order of the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statementCommission).

Demand Registration. (a) Upon receipt The Shareholders may make up to two written requests for registration under the Securities Act of a written request all or any part of the Registrable Securities held by such Shareholders (a "REGISTRATION REQUESTDemand Registration") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstanding, the Company shall ); provided that (i) promptly give notice a majority of the Registration Request to all non-requesting Holders and Shareholders (iithe "Required Holders") prepare and file with the Commission, within 45 days after its receipt of must make each such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereofrequest, (ii) the date on which all each Demand Registration must be in respect of Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, Securities with a Fair Market Value in excess of $1,000,000 and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all Shareholders shall not request a Demand Registration within 180 days of the effective date of a prior Demand Registration. Such request will specify the aggregate number of shares of Registrable Shares registered pursuant Securities proposed to such Registration may be sold by the Required Holders and will also specify the intended method of disposition thereof. Each Shareholder that is not a Required Holder in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated relation to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company Demand Registration shall have the right to be a Participating Shareholder in relation to such Demand Registration. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective 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 (the "SUSPENSION RIGHTUnderwriters") 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 time the Company is in compliance in all material respects with its obligations under this Agreement), then such Demand Registration shall be deemed to defer such filing have been effected (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, provided that if the Company shall furnish to the Holders Demand Registration does not become effective because of (i) a certificate signed by an executive officer or any director of the Company stating that, material adverse change in the good faith judgment condition (financial or otherwise), business, assets or results of the Company, it would be detrimental to operations of the Company and its shareholders subsidiaries taken as a whole or (ii) a material adverse change in the financial markets that occurs, in either case, subsequent to file the date of the written request made by the Participating Shareholders, then the Demand Registration shall not be deemed to have been effected). The Required Holders may on any occasion withdraw a request for a Demand Registration at any time prior to the time the Demand Registration becomes effective and such registration statement or amendment thereto at such time (or continue sales under request will not be considered a filed registration statement) and therefore request for a Demand Registration provided that the Participating Shareholders pay all expenses incurred by the Company has elected to defer the filing of in connection with such registration statement (or suspend sales under a filed registration statement)withdrawn request.

Demand Registration. (a) Commencing 120 days after the Closing Date, each Holder shall have the right, subject to the terms of this Agreement, to require the Company to register for offer and sale under the Securities Act all or a portion of the Registrable Securities then owned by such Holder subject to the requirements and limitations in this Section 5.1. In order to exercise such right, the Holder (the “Demanding Holder”) must give written notice to the Company (a “Demand Notice”) requesting that the Company register under the Securities Act the offer and sale of Registrable Securities (i) having a market value on the date the Demand Notice is received (the “Demand Date”) of at least $500 million based on the then prevailing market price, or (ii) representing at least 10% of the outstanding Common Stock (on a fully diluted basis) or (iii) as to Vivendi and its Controlled Affiliates, representing all of the Registrable Securities then held by Vivendi and its Controlled Affiliates. Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingDemand Notice, the Company shall (i) promptly give notice notify the other Holders, as well as any other Person that is entitled to sell securities pursuant to such Registration and this Agreement, of the Registration Request to all non-requesting Holders and receipt of such Demand Notice, (ii) prepare and file with the Commission, within 45 Commission as soon as practicable and in no event later than 90 days after its receipt of such the Demand Date a Demand Registration Request a registration statement for Statement relating to the purpose of effecting a Registration offer and sale of the sale of all Registrable Shares Applicable Securities on any available form agreed to by the requesting Holders Demanding Holder and any other Holder who requests the Company for which the Company then qualifies (which may include a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act solely for use in connection with delayed underwritten offerings under Rule 415 promulgated under the Securities Act) and (iii) use reasonable efforts to have his Registrable Shares included in cause such registration statement within 10 days after receipt of notice by such Holder of Demand Registration Statement to be declared effective under the Registration RequestSecurities Act as promptly as practicable. The Company shall use its reasonable best efforts to effect such have each Demand Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously Statement remain effective until the earlier of (i) one year (in the third anniversary case of a shelf Demand Registration Statement) or 60 days (in the date hereof, case of any other Demand Registration Statement) from the Effective Time of such Registration Statement and (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, time as all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that Applicable Securities have been disposed of by the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)Electing Holders.

Demand Registration. (a) Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior Subject to the first anniversary provisions of this Agreement Section 2.7, at any time and from Holders holding at least 50% time to time on or after the the closing of the aggregate of the number of Registrable Shares then outstandingTransactions, the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier each of (i) the third anniversary Gores Holders of at least a majority in interest of the date hereofthen-outstanding number of Registrable Securities held by the Gores Holders (the “Gores Demanding Holders”), (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144Parent Demanding Holders, and (iii) Parent (together with the date Gores Demanding Holders, the Parent Demanding Holders, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on which(1) Form F-1 or (2) if available, Form F-3, which in the case of either clause (1) or (2), may be a shelf Registration Statement filed pursuant to Rule 415 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 “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration (and, in the opinion any event, within twenty days of counsel reasonably acceptable its receipt of such Demand Registration, notify, in writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to the Company and the Holders, include all or a portion of the such Holder’s Registrable Shares registered Securities in a Registration pursuant to a Demand Registration (each such Registration may be sold Holder that includes all or a portion of such Holder’s Registrable Securities in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance a “Requesting Holder”) shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder 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 in any particular jurisdiction in which 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 would be required of any such written notification from a Requesting Holder(s) to execute a general consent to service of process in effecting such Registrationthe Company, qualification or compliance unless the Company is already subject to service Section 2.2(d), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in such jurisdiction. Notwithstanding the foregoing, a Registration pursuant to a Demand Registration and the Company shall have effect, as soon thereafter as practicable, the right (Registration of all Registrable Securities requested by the "SUSPENSION RIGHT") Demanding Holders and Requesting Holders pursuant to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)Demand Registration.

Demand Registration. (a) Upon receipt of a written request (a "REGISTRATION REQUEST"“Registration Request”) delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 5010% of the aggregate of the number of Registrable Shares then outstanding, which shall specify the number of Registrable Shares to be registered and the intended method of distribution, the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 30 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request; provided however, that such Holders may make such a request only with respect to $20,000,000 or more of issued and outstanding Registrable Shares (or such lesser amount, if any, equal to the full amount of any unregistered Registrable Securities issued and outstanding which are in an aggregate amount of less than $20,000,000 following the last date on which a closing is possible under the Purchase Agreement). Each such request shall specify the number of Registrable Shares to be registered and the intended method of distribution thereof. The Company shall use its reasonable best efforts to effect such Registration cause the applicable registration statement to be declared effective as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification qualifications under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to covered by such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the are no longer Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdictionShares. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT"“Suspension Right”) to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) until the reason for such deferral or suspension no longer exists, but in no event for a continuous period of not more than 105 30 days during or an aggregate of more than 90 days in any onetwelve-year period ending on December 31month period, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would materially interfere with any material financing, acquisition, corporation reorganization, merger, or other transaction involving the Company or any of its subsidiaries or would otherwise be detrimental to the Company and its shareholders to file such registration statement or amendment or supplement thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement).

Demand Registration. Further, on a one-time basis only, during the period commencing with the effective date of the Company's initial registration statement under the 1933 Act and ending five (a5) Upon receipt years after the date of this Warrant, upon request by the Holder or Holders of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior majority in interest of the total number of shares underlying Agents' Warrants issued pursuant to the first anniversary Agency Agreement, and of this Agreement from Holders holding at least 50% any shares acquired upon exercise of the aggregate of the number of Registrable Shares then outstandingAgents' Warrants, the Company shall (iwill promptly take all necessary steps to register or qualify, under the 1933 Act and the securities laws of such states as the Holders may reasonably request, such number of Warrant Shares issued and to be issued upon exercise of the Warrants requested by such Holders in their request to the Company. If Form S-3 is not available, the Company will have no obligation to effect the registration provided for by this Section 9(b) promptly until such time as Form S-3 is available. After a demand for registration has been made by a Holder or Holders of the requisite number of Agents' Warrants or Warrant Shares, the Company will give written notice of the Registration Request demand registration to all non-requesting Holders of this Warrant, of any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and of any Warrant Shares and, on the written request of any such Holder given within twenty (ii20) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder Holder), the Company will cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such demand registration statement. With respect to a demand registration statement pursuant to this Section 9(b), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders' shares, and the Company shall pay all other costs and expenses of the Registration Requestregistration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company shall use its reasonable best efforts to effect keep effective and maintain any registration, qualification, notification, or approval specified in this Section 9(b) for such Registration period as soon as practicable but not later than 120 days after its receipt may be reasonably necessary for such Holder or Holders of such Registration Request (including, without limitation, Warrant Shares to dispose thereof and from time to time shall amend or supplement the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, prospectus used in the opinion of counsel reasonably acceptable connection therewith to the extent necessary in order to comply with applicable law. The Company and need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if nine (9) months following the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)effective date thereof.

Demand Registration. (a) Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to To the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstanding, extent the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a does not maintain an effective registration statement for the purpose of effecting Warrant Shares, the Company, upon written demand (a Registration “Demand Notice”) of the sale Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares agrees to register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Shares by Securities”). On such occasion, the requesting Holders and any other Holder who requests to have his Registrable Shares included in such Company will file a registration statement with the Commission covering the Registrable Securities within 10 thirty (30) days after receipt of notice by such Holder of the Registration Request. The Company shall a Demand Notice and use its commercially reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, have the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144declared effective promptly thereafter, and (iii) subject to compliance with review by the date on whichCommission; provided, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVERhowever, that the Company shall not be obligated required to take comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5(b) hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The sole demand for registration may be made at any action time beginning on the Initial Exercise Date and expiring on the Termination Date. The Company covenants and agrees to effect give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of any such Registration, qualification or compliance Demand Notice. The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to this Section 2 5(a), but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in any particular jurisdiction connection with the sale of the Registrable Securities. The Company agrees to use its commercially reasonable efforts to cause the filing required herein to become effective promptly and to qualify or register the Registrable Securities in which such States as are reasonably requested by the Holder(s); provided, however, that in no event shall the Company would be required to execute register the Registrable Securities in a State in which such registration would cause: (i) the Company to be obligated to register or license to do business in such State or submit to general consent to service of process in effecting such RegistrationState, qualification or compliance unless (ii) the principal stockholders of the Company is already subject to service in such jurisdictionbe obligated to escrow their shares of capital stock of the Company. Notwithstanding the foregoing, the The Company shall have cause any registration statement filed pursuant to the demand right (the "SUSPENSION RIGHT"granted under Section 5(a) to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) remain effective for a period of not more than 105 days during at least twelve (12) consecutive months after the date that the Holders of the Registrable Securities covered by such registration statement are first given the opportunity to sell all of such securities. The Holders shall only use the prospectuses provided by the Company to sell the Warrant Shares covered by such registration statement, and will immediately cease to use any one-year period ending on December 31, prospectus furnished by the Company if the Company shall furnish advises the Holder that such prospectus may no longer be used due to the Holders a certificate signed by an executive officer material misstatement or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement).omission

Demand Registration. (a) Upon receipt Subject to the last sentence of a this Section 2(a), any Holder or Holders shall have the right during the Registration Period, by written request notice (a the "REGISTRATION REQUESTDEMAND NOTICE") delivered not earlier than 120 days prior given to the first anniversary of this Agreement from Holders holding at least 50% Company, to request the Company to register under and in accordance with the provisions of the aggregate of the number of Registrable Shares then outstanding, the Company shall (i) promptly give notice of the Registration Request to Securities Act all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and or any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all portion of the Registrable Shares registered pursuant to designated by such Registration may be sold in accordance with Rule 144(k)Holders; PROVIDED, HOWEVER, that the aggregate value (based on the closing price per share of Common Stock at the respective dates of such notices) of Registrable Shares requested to be registered pursuant to any Demand Notice and pursuant to any related Inclusion Notices received pursuant to the following sentence shall be at least $ 20 million. Upon receipt of any such Demand Notice, the Company shall not promptly (and in no event later than 15 days after receipt of such Demand Notice) notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Shares held by them in the proposed registration by submitting their own written notice to the Company no later than 15 days after receipt of the notice from the Company of the Demand Notice requesting inclusion of a specified number of such Holders' Registrable Securities (the "INCLUSION NOTICE"). In connection with any Demand Registration in which more than one Holder participates, in the event that such Demand Registration involves an Underwritten Offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be obligated included in such offering that the total number of Registrable Shares to take any action be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Shares to effect any be sold), then the amount of Registrable Shares to be offered for the account of such Registration, qualification or compliance Holders shall be reduced pro rata on the basis of the number of Registrable Shares to be registered by each such Holder. The Holders as a group shall be entitled to three Demand Registrations pursuant to this Section 2 in 2. If any particular jurisdiction in which such Demand Registration does not become effective or is not maintained for a period (whether or not continuous) of at least 120 days (or such shorter period as shall terminate when all the Company would Registrable Shares covered by such Demand Registration (other than any shares reserved for issuance upon exercise of the underwriters' overallotment option) have been sold pursuant thereto), the affected Holders will be required entitled to execute a general consent to service an additional Demand Registration pursuant hereto. For purposes of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company 120-day period does not have to be consecutive and may be interrupted by Delay Periods or Interruption Periods as set forth herein. It is agreed that the registration of Registrable Shares pursuant to an Inclusion Notice shall have the right (the "SUSPENSION RIGHT"not be deemed to be a separate Demand Registration. Nothing in this Section 2(a) shall limit any rights pursuant to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)Section 3 hereof.

Demand Registration. (a) Upon receipt The Holders shall have the right, at any time during the Pre-Distribution Period and after the IPO Date (and the expiration of a written any lockup period to which the Holders may be subject in connection with the IPO), to request in writing (a "REGISTRATION REQUESTRequest") delivered not earlier than 120 days prior (which request shall specify the Registrable Securities intended to the first anniversary be disposed of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstanding, the Company shall (i) promptly give notice of the Registration Request to all non-requesting by such Holders and the intended method of distribution thereof, including in a Rule 415 Offering, if ADESA is then eligible to register such Registrable Securities on Form S-3 (iior a successor form) prepare and file for such offering) that ADESA register such portion of such Holders' Registrable Securities as shall be specified in the Request (a "Demand Registration") by filing with the Commission, within 45 days as soon as practicable thereafter, but not later than the 30th day (or the 45th day if the applicable registration form is other than Form S-3) after its the receipt of such Registration a Request by ADESA, a registration statement for the purpose of effecting (a "Demand Registration of the sale of all Statement") covering such Registrable Shares by the requesting Holders Securities, and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company ADESA shall use its commercially reasonable best efforts to effect have such Demand Registration Statement declared effective by the Commission as soon as practicable thereafter, but not in no event later than 120 days the 75th day (or the 90th day if the applicable registration form is other than Form S-3) after its the receipt of such Registration Request (includinga Request, without limitation, the execution of an undertaking and to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Demand Registration continuously effective until Statement Continuously Effective for a period of at least twenty-four (24) months, in the earlier case of (i) the third anniversary a Rule 415 Offering, or, in all other cases, for a period of the date hereof, (ii) at least 180 days following the date on which such Demand Registration Statement is declared effective (or for such shorter period which will terminate when all of the Registrable Shares registered pursuant to Securities covered by such Demand Registration Statement shall have been sold pursuant thereto), including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by ADESA for such registration statement Demand Registration Statement or Rule 144by the Securities Act, the Exchange Act, any state securities or blue sky laws, or any rules and (iii) regulations thereunder; PROVIDED that such period during which the date on whichDemand Registration Statement shall remain Continuously Effective shall, in the opinion case of counsel an Underwritten Offering, be extended for such period (if any) as the underwriters shall reasonably acceptable require, including to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating thatsatisfy, in the good faith judgment of the Company, it would be detrimental counsel to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)underwriters, any prospectus delivery requirements imposed by applicable law.

Demand Registration. With respect to each Demand Registration undertaken for the account of any Principal Stockholder Party up to (aand including) Upon receipt of a written request (a "REGISTRATION REQUEST"the second Demand Registration that becomes effective as set forth in Section 4.1(b) delivered not earlier than 120 days prior to hereof, and the first anniversary of this Agreement from Holders holding at least 50% distribution of the aggregate of the number of Registrable Shares then outstandingSecurities pursuant thereto, the Company shall bear all reasonable out-of-pocket fees, costs and expenses incurred by the Company and each Participating Stockholder Party, including, without limitation, (i) promptly give notice of the Registration Request to all non-requesting Holders SEC and stock exchange registration and filing fees, (ii) prepare stock exchange listing fees, (iii) fees and file expenses of compliance with the Commission, within 45 days after its receipt securities or blue sky laws (including reasonable fees and disbursements of such Registration Request a registration statement for the purpose of effecting a Registration counsel in connection with blue sky qualifications of the sale Registrable Securities), (iv) printing expenses (including the expense of all Registrable Shares by the requesting Holders printing Prospectuses), (v) messenger and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request delivery expenses, (vi) marketing expenses (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication lawsexpenses in connection with road shows); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (iivii) reasonable fees and disbursements of counsel for the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144Company and each Principal Stockholder Party and their independent public accountants, and (iiiviii) all Distribution Expenses (all such expenses being herein referred to herein as the date on which"REGISTRATION EXPENSES"). In the case of any Demand Registration undertaken thereafter, in the opinion of counsel reasonably acceptable to Participating Stockholder Parties shall bear all Registration Expenses incurred by the Company and the Holders, all Participating Stockholder Parties in connection with such Demand Registration on a pro rata basis according to the relative number of shares proposed to be included in such registration by the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k)Participating Stockholder Parties; PROVIDED, HOWEVER, that any Registration Expenses attributable to any securities included in the Demand Registration by the Company in accordance with Section 4.1(a)(i)(B) hereof shall be borne by the Company on a pro rata basis according to the relative number of such Registrable Securities proposed to be included by it in the registration; and PROVIDED, FURTHER, that (x) the Company shall not be obligated bear up to take any action a maximum of $25,000 for each Participating Stockholder Party of the fees and disbursements of counsel for such Participating Stockholder Party and (y) except to effect any such Registrationthe extent set forth in the foregoing clause (x), qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which each Participating Stockholder Party shall bear the Company would be required to execute a general consent to service fees and disbursements of process in effecting such Registrationits counsel, qualification or compliance unless the Company is already subject to service in such jurisdictionindependent public accountants and other advisors. Notwithstanding the foregoing, in the Company event that the Xxxx Stockholders are issued shares of Common Stock in the Merger that have not been registered under the Securities Act, the Xxxx Stockholders shall have the right (the "SUSPENSION RIGHT") be entitled to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by exercise an executive officer or any director additional Demand Registration in which all of the Company stating that, in the good faith judgment of Registration Expenses shall be borne by the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement).

Demand Registration. (a) Upon receipt To the extent that a Registration Statement filed pursuant to Section 2(b) or a Shelf Registration Statement is not available to effect the proposed transaction, following the applicable Lock-up Period, either (a) General Motors, (b) the Majority Sellers (other than General Motors) of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% a majority in interest of the aggregate then issued and outstanding number of Registrable Securities held by such Majority Sellers (other than General Motors) or (c) the Existing Holders of at least a majority in interest of the then issued and outstanding number of Registrable Securities held by the Existing Holders (the “Demanding Holders”), in each case, may request that the Company register under the Securities Act all or any portion of its Registrable Securities pursuant to a Registration Statement on Form S-1 or any successor form thereto with respect to a underwritten public offering of Registrable Securities (each, a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the number of Registrable Shares then outstandingSecurities requested to be included in the Long-Form Registration. Upon receipt of any such request, the Company shall promptly (ibut in no event later than 10 days following receipt thereof) promptly give deliver notice of the Registration Request such request to all non-requesting Holders and other holders of Registrable Securities who shall then have 10 days from the date such notice is given to notify the Company in writing of their desire to be included in such registration (ii) each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”). The Company shall prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting Commission a Registration Statement on Form S-1 or any successor form thereto covering all of the sale of all Registrable Shares by Securities that the requesting Holders and any other Holder who requests holders thereof have requested to have his Registrable Shares be included in such registration statement Long-Form Registration within 10 60 days after receipt of notice by such Holder of the Registration Request. The Company date on which the initial request is given and shall use its reasonable best efforts to effect cause such Registration Statement to be declared effective by the Commission as soon as practicable but not later thereafter. Under no circumstances shall the Company be obligated to effect (x) more than 120 days after its receipt an aggregate of such three (3) Registrations pursuant to a Demand Registration Request (including, without limitation, by the execution of an undertaking Majority Sellers under this subsection 2(a) with respect to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which any or all Registrable Shares registered Securities held by such Majority Sellers and (y) more than three (3) Registration pursuant to a Demand Registration by the Existing Holders under this subsection 2(a) with respect to any or all Registrable Securities held by such Existing Holders; provided, however, that a Registration have been sold pursuant to a Demand Registration shall not be counted for such registration statement or Rule 144, purposes unless a Registration Statement that may be available at such time has become effective and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares Securities requested by the Requesting Holders and the Demanding Holders to be registered pursuant to on behalf of the Requesting Holders and the Demanding Holders in such Registration may be sold Statement have been sold, in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to Section 5 of this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)Agreement.

Demand Registration. (a) Upon After receipt of a written request from a Holder requesting that the Company effect a registration or, in the case of a Shelf Registration (as defined below), renew a "REGISTRATION REQUEST"registration (each, a “Demand Registration”) delivered not earlier than 120 days prior under the Securities Act covering all or part of such Holder’s Registrable Securities (which specifies the intended method or methods of disposition thereof), the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4.02 hereof, may elect (by written notice sent to the first anniversary Company within ten Business Days from the date of this Agreement from Holders holding at least 50% such Holder’s receipt of the aggregate aforementioned notice from the Company) to have all or part of such Holder’s Registrable Securities included in such registration thereof pursuant to this Section 4.01, and such Holder shall specify in such notice the number of Registrable Shares then outstanding, Securities that such Holder elects to include in such registration. Thereupon the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commissionshall, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and as expeditiously as is possible, but in any other Holder who requests to have his Registrable Shares included in such registration statement within 10 event no later than 30 days after receipt of notice by such Holder of a written request for a Demand Registration, file with the Registration Request. The Company shall SEC and use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (includingcause to be declared effective, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such a registration statement or Rule 144(a “Demand Registration Statement”) relating to all shares of Registrable Securities which the Company has been so requested to register by such Holders (“Participating Demand Holders”) for sale, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and extent required to permit the Holdersdisposition (in accordance with the intended method or methods thereof, all as aforesaid) of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k)Securities so registered; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated to take any action required to effect any a Demand Registration (i) unless the aggregate number of the Registrable Securities requested to be registered constitute at least 3% of the Common Stock issued and outstanding on the date such Registrationwritten request for a Demand Registration is made or (ii) at the time when, qualification because the Company’s independent public accounting firm has not completed its audit or compliance pursuant to this Section 2 in any particular jurisdiction in which review of the Company would be required to execute a general consent to service of process in effecting such RegistrationCompany’s annual or quarterly financial statements, qualification or compliance unless the Company is already subject not able to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed file a registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)that complies with SEC rules.

Demand Registration. (a) Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior 2.1.1 If at any time and from time to time on or after the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingdate hereof, the Company shall receive a request from one or more Holders (isuch Holders, the “Requesting Shareholders”) promptly give notice that the Company, effect a registration under the Securities Act of all or any portion of the Registration Request Requesting Shareholder’s Registrable Securities, specifying the intended method of disposition thereof, including whether to all non-requesting Holders and be conducted via an underwritten offering (ii) prepare and file with each such request shall be referred to herein as a “Demand Registration”), the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration effect, as soon expeditiously as practicable but not possible, and in no event later than 120 days 45 Business Days after its the receipt of such Registration Request (including, without limitationrequest, the execution filing of an undertaking to file post-effective amendments a Registration Statement and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary effectiveness of the Demand Registration, subject to the restrictions set forth in this ARTICLE II. The Company shall give reasonably prompt notice of a Demand Registration (and in no event later than 15 Business Days or 5 Business Days in the case of a Bought Deal prior to the anticipated filing date hereofof the Registration Statement relating to such Demand Registration) to the other Holders with respect to all other Registrable Securities of the same class as those requested to be registered by the Requesting Shareholders (all such Holders, (iitogether with the Requesting Shareholders, and any other Holders participating in a Demand Registration or Piggyback Registration, the “Registering Shareholders”) that such Holders have the right to request the Company to register by request received by the Company within 10 Business Days, or 2 Business Days in the case of a Bought Deal, after the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144of the Company’s notice of the Demand Registration, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not use reasonable best efforts to include all Registrable Securities requested to be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which registered by the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service Registering Shareholders in such jurisdictionRegistration Statement. Notwithstanding the foregoing, the Company shall have not be obligated to effect a Demand Registration (i) unless the right aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $30,000,000 and (the "SUSPENSION RIGHT"ii) to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish have effected a Demand Registration in which Holders had the opportunity to sell Registrable Securities within the Holders a certificate signed by an executive officer or any director three-month period prior to receipt of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)Demand Registration.

Demand Registration. (a) Upon receipt Commencing on the Closing Date, the holders of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% sixty-six and two-thirds percent (662/3%) of the aggregate of the number of Registrable Shares then outstanding, the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) Shares that were sold to Purchasers in the third anniversary of the date hereofTransaction, (ii) the date on Shares into which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement the Notes are or Rule 144may be convertible, and (iii) Warrant Shares that are issuable upon exercise of the date on whichWarrants and (iv) Warrant Shares that are issuable upon exercise of the Agent Warrants (collectively, in the opinion of counsel reasonably acceptable “Registrable Securities”) shall have the right to request registration under the Company and the Holders, Securities Act for all or any portion of the Registrable Shares registered pursuant to such Registration may be sold Securities upon the terms and conditions set forth in accordance with Rule 144(kthis Section 1(a); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance . Promptly after receipt of a request for registration pursuant to this Section 2 1(a) the Company shall notify each registered holder of the Registrable Securities (a “Holder”) in any particular jurisdiction writing of such request for registration except to the extent that such Holder’s Registrable Securities were included in the demand. Upon receipt of such notice from the Company (the “Company Notice”), the Holder or the Holder’s agent may give the Company a written request to register all or some of the Holder’s Shares in the Registration Statement described in the Company Notice (the “Demand Notice”), provided that such Demand Notice is given within ten (10) days after the date on which the Company would Notice is given (with such request stating (i) the amount of Shares to be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless included and (ii) any other information reasonably requested by the Company is already subject to service in properly effect the registration of such jurisdictionShares). Notwithstanding The Company shall, as soon as practicable after the foregoing, date on which the Company shall have Notice is given, use reasonable commercial efforts to file a Registration Statement with the right Securities and Exchange Commission (the "SUSPENSION RIGHT"“SEC”) to defer such filing (or suspend sales under covering the Shares specified in the Demand Notice and in any filed registration statement or defer the updating of written request from any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if other Purchaser received by the Company within ten (10) days of the date on which the Company Notice is given and will use reasonable commercial efforts to cause the Registration Statement to become effective. No right to registration of Shares under this Section 1(a) shall furnish be construed to the Holders a certificate signed by an executive officer or limit any director registration required under Section 1(b) hereof. The obligations of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statementthis Section 1(a) and therefore shall expire after the Company has elected afforded the Holders the opportunity to defer the filing of such exercise registration statement (or suspend sales rights under a filed registration statement).this Section 1(a) for one registration. Attachment E to Securities Purchase Agreement

Demand Registration. (a) Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to If, at any time during the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingfive-year period commencing December 1, 1999, the Company shall (i) promptly give notice receive a written request from Eligible Holders who in the aggregate own at least 25% of the Registration Request total number of shares of Common Stock then included (or upon such exercises would be included) in the Registrable Securities (the "MAJORITY HOLDERS"), to register the sale of all non-requesting Holders or part of such Registrable Securities, the Company shall, as promptly as practicable, at the Company's sole cost and expense (ii) other than the fees and disbursements of counsel for the Eligible Holders, and the underwriting discounts if any, payable in respect of the Registrable Securities sold by the Eligible Holders), prepare and file with the Commission, within 45 days after its receipt of such Registration Request Commission a registration statement for sufficient to permit the purpose of effecting a Registration public offering and sale of the sale Registrable Securities through the facilities of all Registrable Shares by appropriate securities exchanges, if any, on which the requesting Holders Company's Common Stock is being sold or on the over-the-counter market, and any other Holder who requests will use its best efforts through its officers, directors, auditors, and counsel to have his Registrable Shares included in cause such registration statement within 10 days after receipt of notice by such Holder of to become effective as promptly as practicable; provided, however, that the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking only be obligated to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws)one such registration statement; and provided further, however, that if an undersigned Eligible Holder does not offer to include any portion of its Registrable Securities in the registration statement so prepared, then such Eligible Holder shall keep such Registration continuously effective until the earlier be entitled to one separate demand covering all of (i) the third anniversary of the date hereof, (ii) the date on his Registrable Securities which all Registrable Shares registered pursuant to such Registration have not been previously sold pursuant to such registration statement or Rule 144, and (iii) 144 under the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Securities Act. The Company shall not be obligated to take any action to effect any such Registration, qualification or compliance registration of its securities pursuant to this Section 2 1(b) within nine months after the effective date of a previous registration statement prepared and filed in accordance with Section 1(a) or 1(b). Within three business days after receiving any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoingrequest contemplated by this Section 1(b), the Company shall have give written notice to all the right (other Eligible Holders, advising each of them that the "SUSPENSION RIGHT") Company is proceeding with such registration and offering to defer such filing (include therein all or suspend sales under any filed registration statement or defer the updating portion of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31such other Eligible Holder's Registrable Securities, if provided that the Company shall furnish receives a written request to the Holders a certificate signed do so from such Eligible Holder within 30 days after receipt by an executive officer him or any director of the Company stating that, in the good faith judgment it of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)'s notice.

Demand Registration. (a) At any time after the 180 day period following the effective date of a Registration Statement filed in connection with the Company’s initial public offering of its equity securities, the Requesting Holders may request, in writing, on up to two (2) separate occasions, that the Company effect a registration on Form S-1 (or any successor form) of Registrable Securities owned by one or more Holders. If the Requesting Holders intend to distribute the Registrable Securities by means of an underwriting, they shall so advise the Company in their request. In the event such registration is underwritten, the right of other Holders to participate in such registration shall be conditioned on such Holders’ participation in such underwriting. Upon receipt of a any such request from the Requesting Holders, the Company shall promptly give written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior notice of such proposed registration to all other Holders. Such other Holders shall have the right, by giving written notice to the first anniversary Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration such of this Agreement from their Registrable Securities as such Holders may request in such notice of election. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with an underwriter or underwriters that is mutually agreeable to the Company and the Holders holding at least 50% a majority-in-interest of the aggregate Registrable Securities that the Holders requested for inclusion in such registration. The Company shall, at its own expense and as expeditiously as possible, and in any event within ninety (90) days after the date such request is given by the Requesting Holders, file a Form S-1 (or any successor form) for all Registrable Securities that the Company has been requested to so register. If the underwriter advises the Company or the Holders of Registrable Securities requesting registration hereunder that, in its good faith view, marketing factors require a limitation of the number of Registrable Shares Securities to be underwritten, then outstandingthe Requesting Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the Company number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Requesting Holders, in proportion (ias nearly as practicable) promptly give notice to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. For purposes of this Section 2.1(a), a registration shall not be counted as “effected” if, as a result of an exercise of the Registration Request underwriter’s cutback provisions this Section 2.1(a), fewer than fifty percent (50%) of Registrable Securities that the Requesting Holders have requested to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares be included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)are actually included.

Demand Registration. (ai) Upon receipt At any time in the Initial Shelf Period during which the Initial Shelf Registration Statement is not effective for a continuous period of at least thirty (30) days (other than under the circumstances and periods permitted by Sections 8 and 9) (an "Initial Shelf Failure"), and at any time after the Initial Shelf Registration Expiration Date and prior to the tenth (10th) anniversary of the Closing Date, any Holder of Registrable Shares may request in writing that the Company cause to be filed a written request registration statement (a "REGISTRATION REQUESTDemand Shelf Registration Statement") delivered not earlier than 120 days prior under Rule 415 of the Securities Act relating to the first anniversary sale by the Holder of all or part of such Holders Registrable Shares; provided, however, that the Company shall have no obligation pursuant to this Agreement from Holders holding at least 50% of Section 2(b)(i) unless the aggregate of conditions set forth in Section 2(b)(ii), and elsewhere in this Agreement, are satisfied. Upon the number of Registrable Shares then outstandingCompany's determination that such conditions have been satisfied, the Company shall (i) promptly give written notice of the Registration Request proposed registration to all non-requesting Holders and (ii) prepare and file with of Registrable Shares. Subject to the Commissionconditions set forth below, each such Holder shall have the right, by giving written notice to the Company, within 45 fifteen (15) days after its receipt the notice referred to in the preceding sentence has been given by the Company, to elect to have included in the Demand Shelf Registration Statement all or part of such Holder's Registrable Shares. Thereupon, the Company shall use reasonable efforts to cause such Demand Shelf Registration Request a registration statement for Statement to be filed with, and be declared effective by, the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration RequestSEC. The Company shall agrees to use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Demand Shelf Registration Statement continuously effective until the earlier earliest of (i) the third anniversary of the date hereof, (iiA) the date on which all the Holders no longer hold any Registrable Shares registered pursuant to under such Demand Shelf Registration have been sold pursuant to such registration statement or Rule 144Statement, and (iiiB) the date on which, in which the Company has caused to be delivered to the Holders an opinion of counsel, which counsel must be reasonably acceptable to the Company and the Holderseach Holder, all of stating that the Registrable Shares registered pursuant to such Registration may be sold in accordance with during a single period of ninety (90) days by the Holders pursuant to Rule 144(k); PROVIDED, HOWEVER, 144 promulgated under the Securities Act without regard to any volume limitations and that the Company shall not be obligated to take any action to effect any such Registrationhas, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which on the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing date of such registration statement opinion, satisfied the necessary informational requirements under Rule 144, or (or suspend sales under a filed registration statement)C) ninety (90) days from the date such Demand Shelf Registration Statement first becomes effective.

Demand Registration. If the merger between the Company and 2259736 Ontario Inc., a subsidiary of Comamtech Inc., is not consummated, at any time after the date that is eighteen (a18) months following the Closing Date, and until the Registrable Securities may be sold pursuant to Rule 144 without volume limitation, Holders holding a majority in interest of the Registrable Securities shall have the right to demand, in writing, that the Company file with the Commission a Registration Statement covering the resale of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Upon receipt of a such written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days demand, the Company shall prepare, and, on or prior to ninety (90) days from the first anniversary date of this Agreement from Holders holding at least 50% receipt of such written demand (the aggregate of “Filing Deadline”), file with the number of Registrable Shares then outstanding, Commission a Registration Statement on Form S-3 (or if such form is not available to the Company on another form appropriate for such registration in accordance herewith). The Company shall (i) promptly give notice use its best efforts to cause the Registration Statement to be declared effective under the Securities Act not later than sixty (60) days (the “Effectiveness Deadline”) after such filing (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Request Statement will not be “reviewed,” or not be subject to all non-requesting Holders further review), provided, however, if the Registration Statement is being “reviewed” by the Commission then the Effectiveness Deadline shall be 120 days from the Filing Deadline and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the third anniversary of the date hereof, when all Registrable Securities covered by such Registration Statement have been sold or (iiy) the date on which all Registrable Shares registered Securities may be sold, pursuant to such Rule 144 without restriction (the “Effectiveness Period”). Upon the initial filing thereof and upon the filing of any pre-effective amendment thereto, the Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, Statement shall cover all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdictionSecurities. Notwithstanding anything to the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31contrary herein, if the Commission informs the Company that it will not allow the Registration Statement to cover at least 100% of the Registrable Securities, then the Registration Statement shall furnish cover the highest percentage of such Registrable Securities that the Commission will allow. Such Registration Statement also shall cover, to the Holders a certificate signed by an executive officer extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental similar transactions with respect to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)Registrable Securities.

Demand Registration. (a) Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to Commencing six months from the first anniversary date of this Agreement from (the "Demand Date"), the Holders holding at least 50% of the aggregate Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the number of Registrable Shares then outstandingWarrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request 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 purpose of effecting a Registration Company and counsel for Sands Brothers and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of all Registrable Shares their respective Warrant Securities for nine (9) consecutive months by the requesting such Holders and any other Holder Holders of the Warrants and/or Warrant Securities who requests notify the Company within ten (10) days after receiving notice from the Company of such request, provided, however, that in the event that prior to have his Registrable Shares included in such the Demand Date the Company has filed a registration statement within 10 days after receipt of notice by as to which the rights afforded the Holder(s) pursuant to Section 7.2 hereof have been exercised such Holder that the re-sale of the Warrant Securities are covered by an effective registration statement (the "Piggyback Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitationStatement"), the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and Demand Date shall keep such Registration continuously effective be deferred until the earlier of (i) the third anniversary of date the date hereof, Piggyback Registration Statement is no longer effective with respect to the Warrant Securities held by the Holder(s) or (ii) one year from the date on which all Registrable Shares registered pursuant to such Registration of this Agreement; provided, further, however, that in the event that more than 75% of the Warrant Securities have been sold pursuant to such registration statement or Rule 144the Piggyback Registration Statement, and (iii) then the Demand Date shall be deferred until one year from the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement).Agreement..

Demand Registration. (a) Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstanding, the Company shall (i) promptly give notice At any time commencing one (1) year and expiring five (5) years after the effective date of the Company's Registration Request Statement relating to all non-requesting the Initial Public Offering (the "Effective Date"), the Holders of a majority (as hereinafter defined) of the shares of Common Stock purchased and (ii) purchasable upon exercise of the Underwriter's Warrants and the Warrants purchasable therewith shall have the right, exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), within 45 days after its receipt of such Registration Request solely on one (1) occasion, a registration statement on Form F-1 (or other appropriate form), and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the purpose of effecting a Registration Company and counsel for the Holders, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale for a period of all Registrable Shares nine (9) months of the shares of Common Stock and Warrants purchased or purchasable by the requesting such Holders and any other Holders of the Underwriter's Warrants upon exercise of the Underwriter's Warrants and the Warrants purchasable therewith (such shares of Common Stock and Warrants being hereinafter referred to as the "Registrable Securities"). The Holders of the Underwriter's Warrants may demand registration without exercising the Underwriter's Warrants, and are never required to exercise same. The Company covenants and agrees to give written notice of any registration request under this Section 7(a) to all other registered Holders of the Underwriter's Warrants and the Registrable Securities within ten (10) days from the date of the receipt of any such registration request and upon the written request of any Holder who requests within fifteen (15) days after receipt of such notice to have his Registrable Shares included include in such registration statement within 10 days after receipt the Registrable Securities of notice by such Holder Holder. As used herein, the term "Majority" in reference to the Holders of the Registration Request. The Company Underwriter's Warrants shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt mean in excess of such Registration Request fifty percent (including, without limitation, 50%) of the execution shares of an undertaking to file post-effective amendments Common Stock issued or issuable upon exercise of the Underwriter's Warrants and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of Warrants purchasable therewith that (i) are not held by the third anniversary Company, an affiliate, officer, creditor, employee or agent thereof or any of the date hereoftheir respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to the date on which all Registrable Shares registered public pursuant to such Registration have been sold pursuant to such a registration statement or Rule 144, and (iii) filed with the date on which, in Commission under the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)Act.

Demand Registration. At any time when an Initial --------------------- Registration Statement covering the Registrable Securities is not effective (a) Upon receipt during any period in which an Initial Registration Statement is otherwise required to be effective pursuant to Section 2(a)), the Majority Holders may request in writing that the Company effect a registration under the Securities Act for all or part of the Registrable Securities for sale in the manner specified in such request, and on a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior form that may be used for the registration of such Registrable Securities. All registrations requested pursuant to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstanding, the Company shall foregoing are referred to herein as "Demand Registrations." A Demand ---------------------- Registration may be effected on no more than two (i2) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 occasions. Within ten days after receipt of any request pursuant to this Section 2(b), the Company will give written notice by of such Holder request to all other Holders of Registrable Securities, and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) Business Days after the receipt of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (includingCompany's notice; provided, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVERhowever, that the Company shall not be obligated required to take register -------- ------- any action to effect any such Registration, qualification or compliance Registrable Securities pursuant to this Section 2 2(b) that are eligible for sale pursuant to Rule 144 without regard to volume restrictions. If requested by the Majority Holders, a Demand Registration shall be in any particular jurisdiction in which the form of an Underwritten Offering. In such event, and if the managing underwriters advise the Company would and such Holders in writing that in their opinion the amount of Registrable Securities and other securities, if any, proposed to be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service sold in such jurisdiction. Notwithstanding Underwritten Offering exceeds the foregoingamount of Registrable Securities and other securities, the Company shall have the right (the "SUSPENSION RIGHT") to defer if any, which can be sold in such filing (or suspend sales under any filed Underwritten Offering, and based on such determination recommends inclusion in such registration statement or defer of fewer Registrable Securities than proposed to be sold by the updating Holders, then (a) the number of any filed Registrable Securities of the Holders included in such registration statement and suspend sales thereundershall be reduced pro rata among such Holders (based upon the number of Registrable Securities requested to be included in the registration) for a period or (b) none of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to Registrable Securities of the Holders a certificate signed by an executive officer or any director of the Company stating that, shall be included in the good faith judgment of such registration statement if the Company, it would be detrimental to after consultation with the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore underwriter(s), recommends the Company has elected to defer the filing inclusion of none of such registration statement Registrable Securities; provided, however, that if securities are being offered for the -------- ------- account of other persons or entities (including the Company), such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holders than the fraction of similar reductions imposed on such other persons or suspend sales under a filed registration statemententities (including the Company).

Demand Registration. (a) Upon receipt of If the Company shall receive from the Holder at any time after six (6) months have elapsed from the Closing Date (as defined in the Stock Purchase Agreement) a written request (that the Company effect a "REGISTRATION REQUEST") delivered not earlier than 120 days prior registration with respect to the first anniversary of this Agreement from Holders holding at least 50% all or any part of the aggregate of the number of Registrable Shares then outstandingSecurities, the Company shall (i) promptly give notice of the Registration Request will, as soon as practicable thereafter, use all reasonable efforts to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering the resale from time to time by the Holder of all of the Registrable Securities (the "Initial Shelf Registration"). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Registration Request a registration statement Registrable Securities for the purpose of effecting a Registration of the sale of all Registrable Shares resale by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration RequestHolder. The Company shall use its all reasonable best efforts to effect cause the Initial Shelf Registration to be declared effective under the Securities Act, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is two years (or for such other time period as shall be specified in Rule 144(k) as the holding period required for termination of certain restrictions on sales of restricted securities by persons other than affiliates) from the Closing Date, or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration have been sold, or (ii) a subsequent Shelf Registration covering all of the Registrable Securities has been declared effective under the Securities Act or (iii) there cease to be outstanding any Registrable Securities (the "Effectiveness Period"). The Company shall file a registration statement as soon as practicable after receipt of the request of the Holder under this Section 1.2, but not later than 120 in any event within ninety (90) days after its of receipt of such Registration Request (includingrequest; provided, without limitationhowever, that if the execution Company shall furnish to the Holder a certificate signed by the President of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier Company stating that in the good faith judgment of the Board of Directors of the Company that (i) the third anniversary such offering would materially interfere with, or adversely affect, a pending or contemplated financing, merger, sale of the date hereofassets, recapitalization, corporate reorganization or other significant transaction or (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to disclosures required in connection with such registration statement could reasonably be expected to materially adversely affect the business or Rule 144prospects of the Company, and (iii) it is therefore essential to defer the date on which, in the opinion filing of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoingregistration statement, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing to a date not later than one hundred eighty (or suspend sales under any filed registration statement or 180) days after receipt of such request; provided, further that the Company may not defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during one such filing in any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time twelve (or continue sales under a filed registration statement12) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)month period.

Demand Registration. (a) Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstanding, the Company shall (i) promptly give notice of Subject to the Registration Request conditions set forth in this ------------------- Agreement, after the later to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier occur of (i) the third 30th day following the date on which the Company becomes eligible to file a Registration Statement on Form S-3 or a similar "short form" registration statement or (ii) the first anniversary of the date hereof, while Registrable Shares or the Units issued on the Closing Date are outstanding, any Holder or Holders of at least one-quarter ( 1/4) of the Units issued on the Closing Date may request, in connection with the redemption of such Units for Common Stock pursuant to and in accordance with the Partnership Agreement, that the Company cause to be filed a Registration Statement providing for the sale by such Holders of all or part of such Holders' Registrable Shares in the manner specified in such request, including an underwritten offering in accordance with the terms hereof (iieach a "Demand ------ Registration"). Within ten (10) days after receipt of a request for a Demand ------------ Registration, the Company shall promptly give written notice of such proposed registration to all other Holders. Such Holders shall have the right, by giving written notice to the Company within fifteen (15) days after such notice referred to in the preceding sentence has been given by the Company to elect to have included in the Registration Statement pursuant to a Demand Registration such of their Registrable Shares as each Holder may request in such notice of election. Thereupon, the Company shall use all commercially reasonable efforts to cause such Registration Statement to be declared effective by the Securities and Exchange Commission (the "SEC") for all Registrable Shares which the Company --- has been requested to register no later than ninety (90) days following the expiration of such fifteen (15) day period. The Company agrees to use all commercially reasonable efforts to keep the Registration Statement pursuant to a Demand Registration continuously effective until the earliest of (a) the date on which all the Holders no longer hold any Registrable Shares registered pursuant to under such Registration have been sold pursuant to such registration statement or Rule 144Statement, and (iiib) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of which the Registrable Shares registered are eligible for sale by the Holders pursuant to Rule 144(k) (or any successor provision) promulgated under the Securities Act or (c) the date which is six (6) months from the effective date of such Registration may be sold in accordance with Rule 144(k)Statement; PROVIDEDprovided, HOWEVERhowever, that such six (6) month period shall be tolled during the period the Holders' disposition of Registrable Shares pursuant to a Demand Registration is suspended because of an event described in Section 3(b). The Company shall not be obligated to take any action under this Section 2(b): (i) to effect any such Registration, qualification or compliance pursuant to this Section 2 more than one Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registrationtwelve- month period, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT"ii) to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not effect more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating thatthree Demand Registrations, in the good faith judgment aggregate, on behalf of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)Holders.

Demand Registration. At any time after ninety (a90) Upon receipt of a days from the date hereof, each Investor may make one written request (a "REGISTRATION REQUESTDEMAND NOTICE") delivered not earlier than 120 days prior to for registration under the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstanding, the Company shall Securities Act (ia "DEMAND REGISTRATION") promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all a portion of the Registrable Shares registered pursuant Securities held by such Investor, subject to such the right to reinstate a Demand Registration may be sold in accordance with Rule 144(k)set forth herein; PROVIDED, HOWEVER, that the Company number of shares of Registrable Securities requested to be registered (i) shall be greater than 1% of the shares of Common Stock outstanding and (ii) shall have a "fair market value" (determined pursuant to the next sentence) in excess of $1,000,000. For purposes of this Agreement, fair market value of the Registrable Securities 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 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 obligated the mean between the high bid and low asked prices for the security on the date of the Demand Notice (or if there are no quoted prices for such date, 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 the Company's Board of Directors, with reference to take 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). Both the Demand Notice and any action request to effect any such Registration, qualification or compliance 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 in 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 particular jurisdiction in which 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. An Investor requesting a registration pursuant to this Section 2(b) 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 would revoking such request and the Investor's right to request a Demand Registration hereunder shall be required to execute a general consent to service of process in effecting reinstated. If the Investor making such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoingdemand so elects, the Company offering of Registrable Securities pursuant to a Demand Registration shall be in the form of an Underwritten Offering and such Investor shall have the right (to designate the "SUSPENSION RIGHT") underwriters and the managing underwriter, subject to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment approval of the Company, it would which approval shall not be detrimental 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 Investor making such demand, (ii) SECOND among the holders of the Priority Securities (that have requested inclusion of the Priority Securities beneficially owned by such holders) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters, (iii) THIRD among the other holders of Registrable Securities (that have requested inclusion of their Registrable Securities in such registration), and any other holders of registration rights in respect of securities of the Company in accordance with the terms of the agreements granting such rights, pro rata (according to the Registrable Securities or other securities, as applicable, beneficially owned by such holders) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters, and (iv) 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 (ii) above in accordance with the terms of the agreements granting such rights to the Company and its shareholders No Investor shall be entitled to file such effect a Demand Notice under this Section 2(b) within 120 days after the closing date of an Underwritten Offering. No registration statement pursuant to a request or amendment thereto at such time (or continue sales under requests referred to in this subsection 2(b) shall be deemed to be a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)Shelf Registration.

Demand Registration. (a) Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 If at any time after 180 days prior to following the first anniversary of this Agreement from Holders holding at least 50% completion of the aggregate of the number of Registrable Shares then outstandingFirst Public Offering, the Company shall receive a request from a Shareholder or group of Shareholders, in each case holding at least 40% of the outstanding Registrable Securities (ithe requesting Shareholder(s) promptly shall be referred to herein as the “Initial Requesting Shareholders”), that the Company effect the registration under the Securities Act of all or any portion of such Initial Requesting Shareholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall give notice (a “Demand Notice”) of such requested registration (each such request shall be referred to herein as a “Demand Registration”) to the other Shareholders, which notice shall be given not later than five Business Days prior to the anticipated filing date of the Registration Request registration statement relating to such Demand Registration. Such other Shareholders may, upon notice received by the Company no later than two Business Days after the date of notice of a Demand Registration, request that the Company also effect the registration under the Securities Act of all non-or any portion of each such other Shareholder’s Registrable Securities (such other requesting Holders and (ii) prepare and file Shareholders, together with the CommissionInitial Requesting Shareholder(s), within 45 days after its receipt of such Registration Request a shall be referred to herein as the “Requesting Shareholders”). Thereafter, subject to the restrictions in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the registration statement for under the purpose of effecting a Registration of the sale Securities Act of all Registrable Shares by Securities for which the requesting Holders and any other Holder who requests to Requesting Shareholders have his Registrable Shares included in such requested registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable this Section 2.01 to the Company and extent necessary to permit the Holders, all disposition of the Registrable Shares Securities so to be registered pursuant to such Registration may be sold (in accordance with Rule 144(kthe intended methods thereof as aforesaid), provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party to this Agreement) as part of any Demand Registration; PROVIDED, HOWEVER, provided further that the Company shall not be obligated to take any action effect a Demand Registration unless the aggregate gross proceeds expected to effect any be received from the sale of the Registrable Securities requested to be included in such Registration, qualification Demand Registration equals or compliance pursuant to this Section 2 in any particular jurisdiction in which exceeds $20,000,000 or such lesser amount that constitutes all of the Requesting Shareholder’s Registrable Securities (provided that such lesser amount is at least $10,000,000). In no event shall the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right effect (the "SUSPENSION RIGHT"i) to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during one Demand Registration hereunder within any onesix-year month period ending on December 31or (ii) any Demand Registration if, if at the Company shall furnish to the Holders a certificate signed by an executive officer time of such request, six or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company more Demand Registrations and its shareholders to file such registration statement or amendment thereto at such time Underwritten Takedowns (or continue sales under a filed registration statementas defined below) have previously been effected ((i) and therefore (ii) hereinafter collectively referred to as the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement“Demand Registration Limitations”).

Demand Registration. (ai) Upon receipt Subject to the terms and conditions of a this Agreement, upon the written request (a "REGISTRATION REQUEST") delivered of the Purchasers, which request may not earlier than 120 days prior to be given until on or after the first four-month anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingClosing Date, the Company shall thereupon (ix) promptly give notice of will use its commercially reasonable efforts to, as expeditiously as reasonably practicable but no later than the Registration Request to all non-requesting Holders and (ii) prepare and file with 30th day after the Commission, within 45 days after its Company’s receipt of such request (the “Initial Shares Filing Deadline” or, if the Registration Request Statement (as defined below) relates to the Purchase Right Shares, the “Purchase Right Shares Filing Deadline,” as the case may be, in each case as such filing date may be extended as described below), file a registration statement pursuant to this Section 4.2 covering the Registrable Securities which the Company has been so requested to register by the Purchasers for the purpose method of effecting a Registration distribution set forth in the last sentence of this Section 4.2(a)(i) (the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in “Demand Registration” and, such registration statement within 10 days after receipt of notice by such Holder of statement, the “Registration Request. The Company shall Statement”) and (y) will use its reasonable best efforts to cause the Registration Statement to become or be declared effective under the Securities Act; provided that in no event shall the Company be required to effect such more than one Demand Registration as soon as practicable but not later than 120 days after its receipt pursuant to this Section 4.2(a)(i) (or, if the Purchase Right Shares are issued pursuant to the exercise of such Registration Request (includingthe Purchase Right, without limitation, the execution an aggregate of an undertaking two Demand Registrations pursuant to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication lawsthis Section 4.2(a)(i)); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, provided further that the Company shall not be obligated to take file a registration statement for any action to effect any such other holder of securities (other than a Special Registration, qualification ) (an “Other Registration Statement”) unless and until it files the Registration Statement or compliance pursuant to this Section 2 in any particular jurisdiction in which includes the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service Registrable Securities in such jurisdictionOther Registration Statement. Notwithstanding The Company may include in the foregoing, Registration Statement other securities for sale for its own account or for the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating account of any filed registration statement and suspend sales thereunder) for a period other person. If the Board of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director Directors of the Company stating that(or an authorized committee thereof), in its good faith judgment, determines that (A) any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or similar material transaction involving the Company or any of its subsidiaries, in each case, which is then under consideration by the Company or any of its subsidiaries, or (B) it would require the disclosure of material non-public information concerning the Company or its subsidiaries which at the time is not, in the good faith judgment of the Board of Directors of the Company (or an authorized committee thereof), in the best interests of the Company to disclose and is not, in the judgment of the Company’s counsel, it would otherwise required to be detrimental disclosed (a “Valid Business Reason”), the Company may postpone filing the Registration Statement for up to 60 days until such Valid Business Reason no longer exists. The Company shall give written notice to the Company Purchasers of its determination to postpone filing the Registration Statement and its shareholders to file of the fact that the Valid Business Reason for such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore postponement no longer exists, in each case, promptly after the occurrence thereof. If the Company has elected gives the Purchasers notice of its determination to defer postpone filing the filing Registration Statement, the Purchasers shall have the right, within 10 business days after receipt thereof, to withdraw their request for the Demand Registration, in which case such request shall not be counted for purposes of such registration statement (or suspend sales under a filed registration statementthis Section 4.2(a)(i). The method of distribution will be in open market and privately negotiated transactions.

Demand Registration. (a) Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstanding, the Company shall (i) promptly give notice For as long as Cova and Xxxxx (the “Required Holders”) hold shares of Common Stock and any securities issued in exchange for or in replacement of such shares of the Registration Request to Common Stock, and any securities issued by way of any stock split, reverse stock split, recapitalization, or other similar transaction affecting such Common Stock (collectively, the “Registrable Securities”), each of the Required Holders may request a registration by the Company of all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt or part of such Registration Request Required Holder’s Registrable Securities (a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 “Demand Registration”). Within ten (10) days after receipt of such request, the Company will serve notice of such registration request to all Stockholders and will, subject to the provisions of Section 3.1(a)(ii) hereof, use its commercially reasonable efforts to effect such registration and shall include in such registration and offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after the receipt by such Holder the applicable Stockholders of the Registration RequestCompany’s notice. The registration statement shall be on any form the Company is eligible to use to register for resale the Registrable Securities. The Company shall thereafter use its commercially reasonable best efforts to effect cause such Registration registration statement to be filed pursuant to this Section to become effective as soon as reasonably practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); thereafter and shall use its commercially reasonable efforts to keep such Registration continuously registration effective until until, subject to the terms and provisions of this Agreement, the earlier of the date when (i) all the third anniversary of Registrable Securities covered by the date hereof, registration statement have been sold pursuant thereto or otherwise or (ii) the date on which all Registrable Shares registered pursuant to such Registration have been Securities may be publicly sold pursuant to such registration statement without volume restrictions under Rule 144 (or Rule 144any similar provisions then in force) of the Securities Act, and (iii) as determined by the date on which, in the opinion of counsel reasonably acceptable to the Company and (collectively, the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k“Effectiveness Period”); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance . All requests made pursuant to this Section 2 in any particular jurisdiction in which 3.1(a)(i) will specify the Company would number of shares of Registrable Securities to be required to execute a general consent to service registered and will also specify the intended method of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)disposition thereof.

Demand Registration. (a) Upon receipt At any time after one hundred eighty (180) days following the consummation of the IPO, for so long as any Registrable Securities are then outstanding, a Holder or Holders holding in the aggregate at least ten percent (10%) of the Registrable Securities then outstanding shall have the right to request that the Company file and cause to become effective a Registration Statement on Form F-1 with the SEC on the appropriate registration form for all or part of the Registrable Securities held by such Holder(s) once such Holder(s) are no longer subject to the lock-up applicable to them entered into in connection with the IPO (which may be due to the expiration or waiver of such lock-up with respect to such Registrable Securities) (a “Demand Notice”) by delivering a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of Company specifying the number of Registrable Shares then outstandingSecurities such Holder(s) wish to Register and the intended method of distribution thereof (a “Demand Registration” and the Holder(s) submitting such Demand Registration, the “Initiating Holder” or “Initiating Holders”, collectively). The Company shall (i) promptly within twenty (20) days of the receipt of such request, give written notice of such Demand Registration (the Registration Request “Company Notice”) to all non-requesting Holders and other than the Initiating Holder(s) (the “Eligible Holders”), (ii) prepare as soon as practicable, and file with the Commission, in any event within 45 forty-five (45) days after its of receipt of such request, file a Registration Request a registration statement Statement in respect of such Demand Registration, provided that all necessary documents for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders registration can be obtained and any other Holder who requests to have his Registrable Shares included in prepared within such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall 45-day period; and (iii) use its reasonable best efforts to effect cause such Registration Statement to become effective as soon as practicable but not later than 120 thereafter. The Company shall include in such Registration all Registrable Securities that the Eligible Holders request to be included within the twenty (20) days after its following their receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and Notice. If the Holders, all method of distributing the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company offering is already subject to service in such jurisdiction. Notwithstanding the foregoingan Underwritten Offering, the Company shall have the right (the "SUSPENSION RIGHT") to defer include such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if information in the Company Notice, and the managing underwriter for such offering will be designated by the Board and shall furnish reasonably acceptable to the Holders a certificate signed by an executive officer or any director majority in interest of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)Initiating Holders.

Demand Registration. (a) Upon receipt Subject to the terms and conditions of this Agreement, including Section 2(c), if at any time the Company receives a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to from any Investor that the first anniversary of this Agreement from Holders holding at least 50% of Company register under the aggregate of the number of Securities Act Registrable Shares Securities, then outstanding, the Company shall (i) file, as promptly give notice of as reasonably practicable but no later than the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commissionapplicable Filing Deadline, within 45 days after its receipt of such Registration Request a registration statement under the Securities Act covering all Registrable Securities that such Investor requests to be registered. The registration statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the purpose of effecting Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) and, if the Company is a Registration WKSI as of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Filing Deadline, shall be an Automatic Shelf Registration RequestStatement. The Company shall use its commercially reasonable best efforts to effect such Registration cause the registration statement to be declared effective or otherwise to become effective under the Securities Act as soon as reasonably practicable but not but, in any event, no later than 120 days after its receipt of such Registration Request (includingthe Effectiveness Deadline, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall use its commercially reasonable efforts to keep such Registration the registration statement continuously effective under the Securities Act until the earlier of (i) the third anniversary of the date hereof, (ii1) the date on which all such Investor notifies the Company in writing that the Registrable Shares registered pursuant to Securities included in such Registration registration statement have been sold pursuant or the offering therefor has been terminated or (2) (x) fifteen (15) Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is a WKSI and filed an Automatic Shelf Registration Statement in satisfaction of such demand, (y) thirty (30) Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is not a WKSI and registered for resale the Registrable Securities on Form S-3 in satisfaction of such demand or (z) fifty (50) Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is neither a WKSI nor then eligible to use Form S-3 and registered for resale the Registrable Securities on Form S-1 or other applicable form in satisfaction of such demand; provided that each period specified in clause (2) of this sentence shall be extended automatically by one (1) Business Day for each Business Day that the use of such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to prospectus is suspended by the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDEDany Suspension Period, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this (d) or pursuant to Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement5(i).

Demand Registration. (a) At any time and from time to time after the one year anniversary of the Purchase Agreement, the Holders of a majority in number of the Registrable Shares shall have the right, by written notice (the "DEMAND NOTICE") given to the Corporation, to request the Corporation to register (a "DEMAND REGISTRATION") under and in accordance with the provisions of the Securities Act all or any portion of such Holders' Registrable Shares. Upon receipt of a written request any such Demand Notice, the Corporation shall promptly, but in no event more than five (a "REGISTRATION REQUEST"5) delivered not earlier than 120 business days prior after receipt thereof, notify each other Holder of the receipt of such Demand Notice and, subject to the first anniversary of this Agreement from Holders holding at least 50% limitations set forth below, shall include in the proposed registration all Registrable Shares with respect to which the Corporation has received written requests for inclusion therein within 30 days after delivery of the aggregate Corporation's notice. In connection with any Demand Registration in which more than one Holder or holders of Other Shares or the Corporation participates, in the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total amount of Shares to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Shares to be sold), then the number of Registrable Shares, Primary Shares then outstanding, and Other Shares (which have registration rights with respect to such offering) shall be reduced on a pro rata basis (based upon the Company shall (inumber of shares requested or proposed to be registered by each such holder and the Corporation) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice number deemed satisfactory by such Holder of managing underwriter or underwriters, provided, that the Registration Requestsecurities to be excluded shall be determined in the sequence reflected in Section 3(b)(A). The Company Holders as a group shall use its reasonable best efforts be entitled to effect such one Demand Registration as soon as practicable but not later than 120 days after its receipt on each of such Registration Request Form S-1, Form S-2 and Form S-3 (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(kany successor form thereto); PROVIDED, HOWEVER, that any Demand Registration that does not become effective or is not maintained for the Company time period required in accordance with Section 2(c) hereof shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing count as one of such registration statement (or suspend sales under a filed registration statement)Demand Registrations.

Demand Registration. (a1) Upon receipt At any time and from time to time beginning on the one- year anniversary of the Closing Date (as defined in the Merger Agreement) and ending on the ten-year anniversary of such Closing Date, any Holder(s) holding no less than fifty percent (50%) of the Registrable Securities (or, with respect to a second Demand Registration hereunder, fifty percent (50%) of the remaining Registrable Securities), shall have the right to require the Company to file a registration statement under the Securities Act covering all or any part of their respective Registrable Securities, by delivering a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior therefor to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of Company specifying the number of Registrable Shares then outstandingSecurities to be included in such registration by such Holder(s), a price range acceptable to such Holder(s) for the sale of such Registrable Securities and the intended method of distribution thereof. All such requests pursuant to this Section 2(a) are referred to herein as "Demand Registration Requests" and the registrations ---------------------------- so requested are referred to herein as "Demand Registrations" and, with respect -------------------- to any Demand Registration, the Holder(s) making such demand for registration being referred to as the "Initiating Holder". As ----------------- promptly as practicable, but no later than 10 Business Days after receipt of a Demand Registration Request, the Company shall give written notice (ithe "Demand Exercise Notice") promptly give notice of the such Demand Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its ---------------------- of record of Registrable Securities. Upon receipt of the Demand Exercise Notice, each Other Holder shall have 10 Business Days from the date of receipt to deliver a written request to the Company asking that such Registration Request a Other Holder's Registrable Securities be included in the registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares statement. Such written request by the requesting Holders and any other Other Holder who requests shall include the number of Registrable Securities held by such Other Holder that he desires to have his Registrable Shares be included in such the registration statement within 10 days after receipt of notice by such Holder of the Registration Requeststatement. The Company shall use its reasonable best efforts to effect such include in a Demand Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary Registrable Securities of the date hereofInitiating Holder, (ii) the date on which all Registrable Shares registered pursuant Securities of any Other Holders that shall have made a written request to such Registration have been sold pursuant to the Company for inclusion thereof in such registration statement or Rule 144, (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Other Holders) within 30 days after the receipt of the Demand Exercise Notice and the Primary Securities and Other Securities of the Company requested to be included in such registration by holders of such Other Securities and (iii) the date on which, in the opinion of counsel reasonably acceptable to any Primary Securities the Company wishes to register. The Company shall, as expeditiously as practicable following a Demand Registration Request, use its best efforts to (i) prepare, file and the Holders, all cause to become effective registration of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDEDSecurities on Form S-1, HOWEVER, that Form SB-2 or Form S-3 (if available) or any successor form promulgated by the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance SEC pursuant to this Section 2 in any particular jurisdiction in which 2(a)(A), and (ii) if requested by the Company would be required to execute a general consent to service Initiating Holder, request acceleration of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding effective date of the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish relating to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)registration.

Demand Registration. In the event that (a1) Upon receipt of a written request (a "REGISTRATION REQUEST") delivered Qualified Placement in which the Company agrees to register with the SEC one or more securities issued in such Qualified Placement does not earlier than 120 days occur on or prior to the first anniversary date that is one-hundred and eighty (180) days after the date of this Agreement from Holders holding at least 50% Agreement, (2) the Company does not satisfy in a timely manner its obligations to investors in a Qualified Placement to register with the SEC all securities issued to investors in such Qualified Placement, including without limitation its obligations to file a registration statement with the SEC and to cause it to be declared effective, (3) the Company does not satisfy its obligations under Section 2(a)(ii) below, or (4) the Investor is not able to sell all of its Registrable Securities because of an underwriter cutback described in Section 2(a)(iv) below (each such event being a “Demand Triggering Event”), as soon as practicable (but in any case within sixty (60) days of the aggregate first occurrence of a Demand Triggering Event) (the number of Registrable Shares then outstanding“Filing Deadline”), the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting SEC a Registration of Statement covering the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all resale of the Registrable Securities in an amount at least equal to the number of Registrable Securities (the “Demand Registration”). Such Registration Statement (the “Demand Registration Statement”) shall include the plan of distribution attached hereto as Exhibit A. The Demand Registration Statement also shall cover, to the extent allowable under the 1933 Act, such indeterminate number of additional Common Shares registered pursuant resulting from share splits, share dividends or similar transactions with respect to such the Registrable Securities. The Demand Registration may Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be sold provided in accordance with Rule 144(k); PROVIDED, HOWEVER, that Section 3(c) to the Company shall not be obligated Investor and its counsel prior to take any action to effect any such Registration, qualification its filing or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdictionother submission. Notwithstanding the foregoing, the Company shall have not be required to (A) file the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, Demand Registration Statement if the Company shall furnish had completed the registration of securities in connection with an underwritten public offering that the Investor could have joined in accordance with Section 2(a)(ii) below within the prior one-hundred and eighty (180) days or (B) file more than one Registration Statement under this Section 2(a)(i) unless the Investor is not able to the Holders a certificate signed by an executive officer or any director dispose of all of its shares because of the Company stating that, provisions set forth in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statementSection 2(a)(iii) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)below.

Demand Registration. At any time and from time to time prior to the five (a5) Upon receipt year anniversary of the Closing Date (the “Exercise Period”), the Investor shall have the right, exercisable by making a written request (a "REGISTRATION REQUEST"“Demand Request”) delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of Company (which request shall specify the aggregate of the number of Registrable Shares then outstandingshares of Common Stock underlying the Shares, the Conversion Shares and the Warrant Shares requested to be registered), to require that the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement (the “Demand Registration Statement”) with the SEC covering, for the purpose Investor, the shares of effecting a Registration of Common Stock underlying the sale of all Registrable Shares, the Conversion Shares by and the requesting Holders and any other Holder who requests to have his Registrable Warrant Shares included specified in such registration statement within 10 days after receipt of notice by such Holder of the Registration Demand Request. The Company shall use its reasonable best efforts to effect such will file the Demand Registration as soon as practicable but not Statement no later than 120 thirty (30) calendar days after its the Company’s receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of Demand Request. If (i) in the third anniversary good faith judgment of the date hereofBoard of Directors of the Company, (ii) the date on which all Registrable filing of the Demand Registration Statement covering the Common Stock underlying the Shares, the Conversion Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable Warrant Shares would be materially detrimental to the Company and the Holders, all Board of Directors of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDEDCompany concludes, HOWEVERas a result, that it is in the best interests of the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer the filing of such filing Demand Registration Statement at such time, and (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunderii) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders Investor a certificate signed by an executive officer or any director 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 Demand Registration Statement to be filed in the near future and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore that it is, therefore, in the best interests of the Company has elected to defer the filing of such registration statement Demand Registration Statement, then the Company shall have the right to defer such filing for a period of not more than one hundred eighty (or suspend sales 180) days after receipt of the request of the Investor, provided that, that the Company shall not defer its obligation in this manner more than one (1) time under a this Agreement; and provided, further, that the length of any such deferment shall be added to the Exercise Period. The Demand Registration Statement filed registration statement)pursuant to the request of the Investor may include other securities of the Company and may include securities of the Company being sold for the account of the Company. If the SEC limits the number of securities that may be registered on any Demand Registration Statement, such number of securities shall be cutback (in the following order) to comply with any such limitation imposed by the SEC: (i) securities of the Company other than the Shares, the Conversion Shares and the Warrant Shares and (ii) the Shares, the Conversion Shares and the Warrant Shares.

Demand Registration. (a) Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior Subject to the first anniversary of this Agreement from Holders holding limitations contained in Section 10.7, at least 50% any time after the earlier of the aggregate of the number of Registrable Shares then outstanding, the Company shall date that is (i) promptly give notice of [confidential portion omitted] after the Registration Request to all non-requesting Holders and Qualifying Offering (as defined in the Investment Agreement) or (ii) prepare and file with [confidential portion omitted] if the CommissionQualifying Offering has not occurred by such date, within 45 days after the Issuer shall be requested by holders of warrants exercisable for a majority of the Stock Units then issuable upon the exercise of all warrants issued to the Investors (as defined in the Investment Agreement) to effect the registration of any of its receipt Restricted Securities under the Securities Act, the Issuer shall promptly give written notice of such Registration Request a proposed registration statement for the purpose to all holders of effecting a Registration of the sale of all Registrable Shares by the requesting Holders outstanding Restricted Securities and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall thereupon shall, as expeditiously as possible, use its reasonable best efforts to effect such Registration as soon as practicable but the registration under the Securities Act by filing pursuant to Rule 415 of the Securities Act a "shelf" registration statement on Form S-3 (or, if the staff at the SEC takes the position that Form S-3 is not later than 120 available and holders of warrants exercisable for a majority of the Stock Units then issuable upon the exercise of all warrants issued to the Investors so request, on Form S-1) covering all Restricted Securities, the holder or holders of which shall have made written request to the Issuer for registration thereof within 30 days after its receipt the giving of such Registration Request (includingwritten notice by the Issuer, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and extent required to permit the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold disposition (in accordance with Rule 144(k)the intended methods thereof, as aforesaid) by the prospective Seller or Sellers of the Restricted Securities so registered; PROVIDED, HOWEVERprovided, that if Form S-3 is not available, the Company Issuer shall notify the holders of warrants in writing of such fact, which notice shall set forth the reasons therefor and the holders' right to request registration on Form S-1. Any registration statement filed on Form S-1 shall be maintained by the Issuer for a period of [confidential portion omitted] and, if not so maintained shall not be obligated deemed to take any action to effect any such Registration, qualification or compliance count against the number of effective registration statements pursuant to this Section 2 in any particular jurisdiction in which 10.3 permitted to be made by holders pursuant to Section 10.7. Upon the Company would be required Issuer's request, the holder or holders making a request for registration shall promptly provide the Issuer with description of the intended method of disposition of such securities by the prospective Seller or Sellers. Sellers holding warrants exercisable for a majority of the Stock Units then issuable upon the exercise of all warrants issued to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already investors subject to service in such jurisdiction. Notwithstanding the foregoing, the Company registration shall have the right (to select the "SUSPENSION RIGHT") managing underwriter or underwriters for the offering of such Restricted Securities. In the case of an underwritten public offering of Restricted Securities to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31be so registered, if the Company managing underwriter advises that the number of securities to be so registered is too large a number to be reasonably sold, the number of such securities sought to be registered by each Seller shall furnish be reduced, pro rata in proportion to the Holders a certificate signed number of securities sought to be registered by an executive officer or all Sellers, to the extent necessary to reduce the number of securities to be registered to the number recommended by the managing underwriter. From and after the date of this Agreement, the Issuer shall not, nor shall it allow the holders of any director securities of the Company stating thatIssuer to, include any of their securities in any registration statement filed by the good faith judgment Issuer pursuant to this Section 10 unless such inclusion will not reduce the amount of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)Restricted Stock included therein.

Demand Registration. (a) Upon receipt If on any two occasions during the Registration Period, one or more of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 5060% of the aggregate Registrable Securities then held by all of the number Holders shall notify the Company in writing (the "Demand Notice") that he or they intend to offer or cause to be offered for public sale all or any portion of his or their Registrable Shares then outstandingSecurities (the "Minimum"), the Company shall (i) promptly give will notify all of the Holders of Registrable Securities who would be entitled to notice of the Registration Request to all non-requesting Holders and (iia proposed registration under Subsection 7(a) prepare and file with the Commission, within 45 days after above of its receipt of such Registration Request notification from such Holder or Holders. Upon the written request of any such Holder delivered to the Company within 15 days after delivery by the Company of such notification pursuant to Section 10 hereof, the Company will include such Holder's shares in registration. The Company agrees to file a registration statement for with the purpose Commission within 30 days of effecting a Registration receipt by the Company of the sale Demand Notice with respect to such of all the Registrable Shares Securities as may be requested by any Holders to be registered under the Act in accordance with the terms of this Subsection 7(b), which registration may be under any form of registration statement eligible for use by the requesting Holders Company for such purpose, and any other Holder who requests shall use its best efforts to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration declared effective as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary practicable. All expenses of the date hereof, registration and offering (ii) including transfer taxes on shares being sold by the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, Holders and (iii) the date on which, in the opinion fees and disbursements of one law firm acting as counsel reasonably acceptable to the Company and Holders) shall be borne by the HoldersCompany, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, except that the Company Holders shall not be obligated bear the underwriting discounts and selling commissions attributable to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdictiontheir Registrable Securities being registered. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if If the Company shall furnish to the Holders requesting a registration statement under this Subsection 7(b) a certificate signed by an executive officer or any director the President of the Company stating that, in the good faith judgment of the CompanyBoard of Directors, it would not be detrimental to in the best interests of the Company and its shareholders to file stockholders generally for such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore to be filed, the Company has elected shall have the right to defer such filing for a period of not more than 90 days after the filing receipt of such the request for registration; provided, however, that the Company may not utilize this right to defer more than once. The Company shall not be required to cause a registration statement (or suspend sales under requested pursuant to this Subsection 7(b) to become effective prior to 90 days following the effective date of a filed registration statement).statement initiated by the Company, if the Demand Notice has been received by the Company subsequent to the

Demand Registration. (a) Upon receipt of a written request (a the "REGISTRATION REQUESTDemand Notice") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least representing beneficial ownership of an aggregate of more than fifty (50% %) percent of the aggregate of the number of Registrable Shares then outstandingSecurities, the Company shall shall, at any time during the five year period commencing six (i6) promptly give notice months after the final closing of the Financing (the "Registration Request to all non-requesting Holders and (ii) Rights Period"), prepare and file with the Commission, within 45 days SEC by the later of (i) three (3) weeks after its receipt of such Registration Request a registration statement the Demand Notice (five weeks if the Company is not then eligible to use Form S-3 for the purpose resale of effecting securities) or (ii) the first day of the Registration Rights Period, a Registration Statement under the 1933 Act covering the Registrable Securities, which are the subject of the sale of all Registrable Shares by the requesting Holders such request and any other Holder who requests shall use its best efforts to have his Registrable Shares included in cause such registration statement within 10 days after to become effective as soon thereafter as possible. In addition, upon the receipt of the Demand Notice, the Company shall promptly give written notice by to all other record holders of Registrable Securities that such Holder of the Registration Requestregistration is to be effected. The Company shall use its reasonable best efforts to effect include in such Registration as soon as practicable but not later than 120 Statement such Registrable Securities for which it has received written requests to register by such other record holders within fifteen (15) days after the delivery of the Company's written notice to such other record holders (all of such participating holders being referred to herein as the "Requesting Holders"). Notwithstanding anything to the contrary contained herein, as long as the Company is current in the filing of all of its receipt reports (the "SEC Reports") required to be filed with the SEC under the Securities Exchange Act of 1934, as amended (the "1934 Act"), in the event that the Company is unable to file a Registration Statement under the 1933 Act within the time period set forth in this Section 2.1 because current financial statements are not available, the Company shall be permitted to delay the filing of such Registration Request Statement until one (including, without limitation, 1) week after its filing of the execution SEC Report containing such current financial statements. The obligation of an undertaking the Company under this Section 2.1 shall be limited to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); one (1) Registration Statement and shall keep not apply to any Registrable Securities that at such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered time are eligible for immediate resale pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that ) under the 1933 Act. The Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pay the expenses described in Section 6.1 for the Registration Statement filed pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration2.1, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement except for underwriting discounts and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director commissions and legal fees of the Company stating thatRequesting Holders, in which shall be borne by the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)Requesting Holders.

Demand Registration. (a) Upon receipt of a written request At any time commencing after the date hereof and expiring five (a "REGISTRATION REQUEST"5) delivered not earlier than 120 days prior to years after the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstanding, the Company shall (i) promptly give notice effective date of the Registration Request Statement, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to all non-requesting Holders and (ii) the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (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 Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Company within 45 ten (10) days after its receiving notice from the Company of such request; provided, however, upon receipt of such Registration Request a request for a registration pursuant to this Section 7.3, the Company may, one time, in any 12 month period (i) postpone the filing of a registration statement for a period not to exceed ninety (90) days from the purpose date of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31request, if the President of the Company shall furnish furnishes to the Holders requesting registration a certificate signed by an executive officer or any director of the Company Company's President stating that, that in the good faith judgment of the Company, Board of Directors of the Company it would be seriously detrimental to the Company for a public offering of the Company's securities to be commenced in the near future or (ii) postpone the filing of a registration statement for a period not to exceed ninety (90) days from the effective date of any registration statement relating to a primary underwritten offering of securities of the Company which has been declared effective prior to the date of receipt of a request for registration. If the Company so determines to postpone a registration requested by the Holders pursuant to this Section 7.3, it shall promptly notify the requesting Holders of such determination including the reason therefor, whereupon the requesting Holders shall be entitled to withdraw such request and its shareholders such registration shall not count as a registration under this Section 7.3. In addition, the Company may, one time, in any 12 month period, suspend the effectiveness of any registration statement filed pursuant to file this Section 7.3 for a period of forty-five (45) days, if the President of the Company furnishes to the Holders of securities registered pursuant to this Section 7.3 a certificate signed by the Company's President stating that the Board of Directors of the Company has determined, upon advice of counsel, that it would be required to disclose any significant corporate development which disclosure would have a material effect on the Company; provided, however, that the period of time which such registration statement or amendment thereto at such time is required to be effective shall be increased by the number of days that the registration statement was suspended (or continue sales under a filed registration statement) the "Suspension Period"); and therefore provided, further, that the Company shall furnish to each Holder of securities registered pursuant to Section 7.3 a notice stating that the Suspension Period has elected to defer been terminated within three (3) business days following the filing date of such registration statement (or suspend sales under a filed registration statement).termination..

Demand Registration. On any one (a1) Upon receipt occasion commencing at any time one (1) year after the Effective Date and expiring six (6) years after the Effective Date, the 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 written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior notice to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingCompany, to have the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Securities and Exchange Commission (the "Commission, within 45 days after its receipt of such Registration Request ") a registration statement for the purpose of effecting on Form X-0, XX-0 (or other appropriate form) and such other documents, including a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration prospectus, as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, may be necessary in the opinion of both counsel reasonably acceptable to for the Company and counsel for the Holders, all in order to comply with the provisions of the Registrable Shares registered pursuant 1933 Act, so as to such Registration may be sold in accordance with Rule 144(k); PROVIDEDpermit a public offering and sale, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more less than 105 days during twelve (12) months, of the Warrant Shares by such Holders, and any one-year period ending on December 31, if other Holders of the Warrants and/or Warrant Shares who shall notify the Company shall furnish within thirty (30) business days after receipt of the notice described in the succeeding sentence. The 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 Warrants and the Warrant Shares within ten (10) calendar days from the date of the receipt of any such registration request. For purposes of this Agreement, the term "Majority," or any stated percentage, in reference to the Holders a certificate signed by an executive officer of the Warrants and/or Warrant Shares or any director category thereof, shall mean the Holders of the Company stating thatWarrant Shares and Warrants or category thereof representing, in the good faith judgment 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 then exercisable, excluding all Warrant Shares and Warrants that (i) are held by the Company, an affiliate, officer, director, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have been resold to the public pursuant to a registration statement filed with the Commission under the 1933 Act. For the purposes of subsection (i) above, the Underwriters and their respective officers, directors, employees and agents shall not be deemed to be affiliates, officers, directors, employees or agents of the Company, it would be detrimental to the Company and its shareholders to file such . No registration statement or amendment thereto at filed pursuant to this demand registration provision (without the consent of the Holders holding a Majority of the Warrant Shares requested to be registered pursuant to such time (or continue sales under a filed registration statement) may relate to any securities other than the Warrant Shares, and therefore the Company has elected no other securities may be sold incidentally to defer the filing any such underwritten public offering of such registration statement (or suspend sales under a filed registration statement).Warrant Shares so registered. c.

Demand Registration. (a) Upon receipt Commencing on the Closing Date, the holders of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% sixty-six and two-thirds percent (662/3%) of the aggregate of the number of Registrable Shares then outstanding, the Company shall (i) promptly give notice Shares that were sold to Purchasers in the Transaction, (ii) Warrant Shares that are issuable upon exercise of the Registration Request to all non-requesting Holders Warrants and (ii) prepare Warrant Shares that are issuable upon exercise of the Agent Warrants (collectively, the “Registrable Securities”) shall have the right to request registration under the Securities Act for all or any portion of the Registrable Securities upon the terms and file with conditions set forth in this Section 1(a). Promptly after receipt of a request for registration pursuant to this Section 1(a) the CommissionCompany shall notify each registered holder of Shares, within 45 days after its Warrants or Agent Warrants (a “Holder”) in writing of such request for registration except to the extent that such Holder’s Registrable Securities were included in the demand. Upon receipt of such Registration Request notice from the Company (the “Company Notice”), the Holder or the Holder’s agent may give the Company a registration statement for the purpose of effecting a Registration written request to register all or some of the sale Holder’s Shares in the Registration Statement described in the Company Notice (the “Demand Notice”), provided that such Demand Notice is given within ten (10) days after the date on which the Company Notice is given (with such request stating (i) the amount of all Registrable Shares to be included and (ii) any other information reasonably requested by the requesting Holders and any other Holder who requests Company to have his Registrable Shares included in properly effect the registration of such registration statement within 10 days after receipt of notice by such Holder of the Registration RequestShares). The Company shall use its reasonable best efforts to effect such Registration shall, as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable the Company Notice is given, use its best efforts to file a Registration Statement with the Securities and Exchange Commission (the “SEC”) covering the Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, specified in the Demand Notice and in any written request from any other Purchaser received by the Company within ten (iii10) days of the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would Notice is given and will use its best efforts to cause the Registration Statement to become effective. No right to registration of Shares under this Section 1(a) shall be construed to limit any registration required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdictionunder Section 1(b) hereof. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director The obligations of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statementthis Section 1(a) and therefore shall expire after the Company has elected afforded the Holders the opportunity to defer the filing of such exercise registration statement (or suspend sales rights under a filed registration statement)this Section 1(a) for one registration.

Demand Registration. At any time after the Company has filed any Registration Statement under the Securities Act, during which there is no effective registration statement relating to the Registrable Securities, the Holders of not less than a majority of the Registrable Securities may make up to two (a2) requests in writing (each a "Demand") requiring the Company to effect a registration under the Securities Act of Registrable Securities. Upon receipt of such a written request (Demand, the Company shall, not later than the Filing Date, prepare and file with the Commission a "REGISTRATION REQUEST") delivered not earlier than 120 days prior shelf" Registration Statement covering all Registrable Securities for which such Demand is made for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on a form appropriate for such registration in accordance herewith; provided, however, that only the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstanding, the Registration Statement (and amendments thereto) made pursuant to a Demand need be on Form S-1. The Company shall (i) promptly give notice not permit any securities other than the Registrable Securities to be included in the Registration Statement (unless such requirement is waived in writing by the Holders of a majority in interest of the Registrable Securities to be included in such Registration Request Statement, or as provided pursuant to all non-requesting Holders Section 8(c)(ii) hereof) and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such cause the Registration as soon as practicable but Statement to be declared effective under the Securities Act (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not later than 120 days after its receipt of such Registration Request (includingbe "reviewed," or not be subject to further review, without limitation, the execution of an undertaking and to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the third anniversary of the date hereof, when all Registrable Securities covered by such Registration Statement have been sold or (iiy) the date on which all the Registrable Shares registered Securities may be sold without any restriction pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii144(k) as determined by the date on which, in the opinion of counsel reasonably acceptable to the Company and pursuant to a written opinion letter, addressed to the Holders, all Company's transfer agent to such effect (the "Effectiveness Period"). If the Company receives a Demand from one or more Holders (whether or not such Holders constitute Holders of a majority of the Registrable Shares registered pursuant Securities), the Company shall, not later than one business day thereafter, give notice thereof (the "Demand Notice") to such Registration may be sold all other Holders, who shall then have 30 days (the "Demand Period") to serve their own Demands for registration. At the end of the Demand Period, if the Holders of a majority in accordance with Rule 144(k); PROVIDEDinterest of the Registrable Securities have served Demands to the Company, HOWEVER, that the Company shall not be obligated to take any action to effect any proceed with the registration of all the Registrable Securities for which such Registration, qualification or compliance pursuant to a Demand is made and keep such Registration Statement continuously effective throughout the Effectiveness Period as required by this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdictionAgreement. Notwithstanding the foregoing, the Company shall have be entitled to postpone for up to 90 days the right (the "SUSPENSION RIGHT") to defer such filing (filing, effectiveness, supplementing or suspend sales under amending of any filed registration statement or defer the updating of any otherwise required to be prepared and filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31pursuant to this Agreement, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director Board of Directors of the Company stating thatdetermines that such registration or the offer and sale of Registrable Securities contemplated thereby would interfere with, in the good faith judgment of the Companyor require premature disclosure of, it would be detrimental to any material financing, acquisition, disposition, reorganization or other transaction involving the Company or any of its subsidiaries and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer promptly gives the filing Holder notice of such registration statement (determination. The Holders hereby acknowledge that any notice given by the Company pursuant to this Section 2 shall constitute material non-public information and that the United States securities laws prohibit any Person who has material non-public information about a company from purchasing or suspend sales selling securities of such company or from communicating such information to any other Person under a filed registration statement)circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities.

Demand Registration. One or more Investors holding a majority of the Units (athe "Initiating Investors") Upon receipt of may elect to exercise the right to request a Demand Registration pursuant to this Section 1 by furnishing the Company with written request notice thereof (a "REGISTRATION REQUESTDemand Notice") delivered not earlier than 120 days prior to ). Upon receipt by the first anniversary Company of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandinga Demand Notice, the Company shall promptly notify each other Investor of the Demand Notice received by the Company. Upon receipt of such notice from the Company (the "Company Notice"), each such Investor may give the Company a written request to register all or some of such Investor's Units and Registrable Shares in the registration described in the Company Notice, provided that such written request is received within twenty (20) days after the date on which the Company Notice is given (with such request stating (i) promptly give notice the amount of the Registration Request Units and Registrable Shares to all non-requesting Holders and be included, (ii) prepare and file with the Commission, within 45 days after its receipt such Investor's intended method of distribution of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Units and Registrable Shares and (iii) any other information reasonably requested by the requesting Holders Company to properly effect the registration of such Units and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration RequestShares). The Company shall as soon as practicable after the date on which the Company Notice is given, but in no event less than 30 days from receipt of the Company Notice and no more than 45 days from receipt by the Company of the Demand Notice, file with the Commission and use its commercially reasonable best efforts to effect such Registration as soon as practicable but not promptly cause to become effective no later than 120 days after its receipt of such from filing a Registration Request Statement which shall cover the Units and Registrable Shares specified in the Demand Notice and in any written request from any other Investor received by the Company within twenty (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i20) the third anniversary of the date hereof, (ii) days from the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in Unconditional Company Notice is received. In the opinion of counsel reasonably acceptable to event the Company and the Holders, is unable to file a Registration Statement to register all of the Registrable Shares registered pursuant as a result of the failure to have sufficient authorized capital stock with respect to the shares of Common Stock issuable upon conversion of the Preferred Stock and upon exercise of the Warrants, then one or more Investors holding a majority of the Units may request a second Demand Registration with respect to such Registration may be sold unregistered Registrable Shares in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to same manner as described in this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement1(a).

Demand Registration. At any time during the Exercise Period, the Holders of all of the outstanding Registrable Securities (a"Demanding Holders") Upon may give Pegasystems written notice that such Demanding Holders desire to sell Registrable Securities in a transaction involving a public distribution. Promptly after receipt of such notice, Pegasystems and the Demanding Holders shall discuss the feasibility of arranging for a sale of such Registrable Securities pursuant to Rule 144 that would enable such Demanding Holders to dispose of such Registrable Securities within a single thirty-day distribution period commencing not later than thirty (30) days after the date of such written request notice and with respect to which the Demanding Holders would not be required to register and would be permitted to freely sell such Registrable Securities under any applicable state securities laws (a "REGISTRATION REQUESTNon-Registered Distribution"). If required as a condition to the availability of Rule 144 for such a Non-Registered Distribution, the Holders shall utilize the Cashless Exercise Option in acquiring the Registrable Securities to be sold in such Non-Registered Distribution. However, the Demanding Holders may at any time following the initiation of such discussions request in writing (a "Demand Request") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstanding, the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and that Pegasystems file with the Commission, within 45 days after its receipt of such Registration Request Commission a registration statement under the Securities Act for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt public offering of such Registration Request Registrable Securities (including, without limitation, the execution of an undertaking to file post-effective amendments a "Demand Registration") and appropriate qualification under applicable state securities and real estate syndication laws); and Pegasystems shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement prepare and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time on the terms and conditions set forth below unless, within ten (or continue sales under a filed registration statement10) and therefore days after the Company has elected to defer the filing receipt of such registration statement Demand Request, Pegasystems either (i) (A) delivers to the Demanding Holders an unqualified opinion in form and substance reasonably satisfactory to the Demanding Holders of nationally recognized counsel reasonably satisfactory to the Demanding Holders and with expertise in securities laws concluding that the Demanding Holders may sell the Registrable Securities subject to the Demand Request in a Non-Registered Distribution without violating and in accordance with applicable securities laws and (B) agrees to indemnify such Demanding Holders against any Damages suffered or suspend sales incurred by such Demanding Holders directly or indirectly resulting from such opinion proving to be incorrect in whole or in part or (ii) elects to exercise its Call Right with respect to such Registrable Securities. If the conditions described in either clause (i) or (ii) of the preceding sentence are met, Pegasystems shall have no obligation to take any further action under this Section 7 with respect to such Demand Request. Notwithstanding any provision to the contrary contained herein, Pegasystems shall have no obligation to effect a filed registration statement)Demand Registration unless all Registrable Securities are included therein.

Demand Registration. (a) At any time after 180 days after the initial public offering of the Common Stock pursuant to an effective registration under the Securities Act, the holders of at least a majority of the Registrable Securities may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities in the manner specified in such request. Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingsuch request, the Company shall (i) promptly give deliver notice of the Registration Request such request to all nonStockholders holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such 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 inclusion of such Person’s Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its best efforts to expeditiously effect (but in any event no later than forty-requesting Holders and five (ii45) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a request) the registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included Securities whose holders request participation in such registration statement within 10 days after receipt of notice by such Holder of under the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable Securities Act, but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable only to the Company and the Holdersextent provided for in this Agreement; provided, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVERhowever, that the Company shall not be obligated to take any action required to effect any such Registration, qualification or compliance registration pursuant to a request under this Section 2 in any particular jurisdiction more than three (3) times for 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 within ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the Company would be required holders of Registrable Securities shall have been entitled to execute 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 general consent requested registration under this section 2(a) unless and until the registration statement relating to service such registration has been declared effective by the Commission at the request of process the initiating shareholders; provided, however, that a majority in effecting such Registrationinterest of the participating holders of Registrable Securities may request, qualification or compliance unless in writing, that the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed withdraw a registration statement or defer the updating of any which has been filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement).this

Demand Registration. (a) Upon receipt of In case the Borrower shall receive from Lender a written request that the Borrower effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% part of the aggregate of the number of Registrable Shares then outstandingSecurities owned by Lender, the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the CommissionBorrower will, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (includingpracticable, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to effect such registration statement and all such qualifications and compliances as may be so requested and as would permit or Rule 144, facilitate the sale and (iii) the date on which, in the opinion distribution of counsel reasonably acceptable to the Company and the Holders, all or such portion of the Registrable Shares registered pursuant to Securities as are specified in such Registration may be sold in accordance with Rule 144(k)request; PROVIDEDprovided, HOWEVERhowever, that the Company Borrower shall not be obligated to take any action to effect any such Registrationregistration, qualification or compliance pursuant to this Section 2 9.4(d): if Form S-3 is not available for such offering by the Lender, or if within thirty (30) days of receipt of a written request from Lender pursuant to this Section 9.4(d), the Borrower gives notice to Lender of the Borrower's intention to make a public offering within ninety (90) days; or if the Borrower shall furnish to the Lender a certificate signed by the Chairman of the Board of Directors of the Borrower stating that in the good faith judgment of the Board of Directors of the Borrower, it would be seriously detrimental to the Borrower and its stockholders for such Form S-3 registration to be effected at such time, in which event the Borrower shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred eighty (180) days after receipt of the request of the Lender under this Section 9.4(d); or after the Borrower has effected a registration on Form S-3 for the Lender pursuant to this Section 9.4(d), or in any particular jurisdiction in which the Company Borrower would be required to qualify to do business or to execute a general consent to service of process in effecting such Registrationregistration, qualification or compliance unless the Company is already subject compliance. Subject to service in such jurisdiction. Notwithstanding the foregoing, the Company Borrower shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed file a Form S-3 registration statement or defer covering the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director Registrable Securities as soon as practicable after receipt of the Company stating that, in the good faith judgment request of the Company, it would be detrimental Lender. Lender may not request a Demand Registration prior to 90 days following the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)initial Advance made in accordance with this Loan Agreement.

Demand Registration. (ai) Upon receipt Subject to the terms and conditions of a this Agreement, at any time and from time to time after the date that is 90 days after the date hereof, upon written request notice to the Company (a "REGISTRATION REQUEST"“Demand Notice”) delivered not earlier by one or more Qualified Holders requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than 120 days prior pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form under the first anniversary Securities Act) of this Agreement from Holders holding any or all of the Registrable Securities held by such Qualified Holder(s) which offering is expected to yield aggregate gross proceeds of at least 50% of the aggregate of the number of Registrable Shares then outstanding$25 million, the Company shall promptly (but in any event, not later than five 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 Company shall promptly file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to 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 Holder(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 Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the giving of such written notice by the Company, and (C) any Registrable Securities to be offered and sold by the Company, in each case subject to Section 2(b)(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. The Holders’ rights to request a Demand Registration set forth in this Section 2(b) shall not be exercisable at any time if the Company (i) promptly give notice (x) is not in violation of the its obligations to file a Shelf Registration Request Statement pursuant to Section 2(a) or (y) has a currently effective Shelf Registration Statement covering all non-requesting Holders Registrable Securities in accordance with Section 2(a), and (ii) prepare and file has otherwise complied with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance obligations pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)Agreement.

Demand Registration. (a) Upon receipt Except as provided in Section -------------------- 2.2(b) below, after the completion by the Company of an initial public offering under the Securities Act of any of its securities pursuant to a registration statement filed with the SEC, upon the written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior of GECFS that the Company effect pursuant to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number registration of Registrable Shares then outstandingSecurities under the Securities Act (which request shall specify the Registrable Securities so requested to be registered, the Proposed Amounts thereof and the intended method of disposition by GECFS), the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commissionwill, within 45 as expeditiously as reasonably possible, but not later than ninety days after its the date of receipt of such Registration Request a request, use its best efforts to effect the registration under the Securities Act of the Proposed Amount of Registrable Securities, for disposition in accordance with the intended method of disposition stated in such request. The Company has the right to defer the filing of any such registration statement or any amendment to such registration statement (a) in order to enable the Company to prepare necessary financial statements for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included inclusion in such registration statement within 10 statement, including any financial statements of any corporation or other entity which has been or is expected to be acquired, (b) in order that the Company not be required to disclose material nonpublic information, provided that delays of the type referred to in this clause (b) do not exceed ninety days in the aggregate, or (c) in order that a filing not be made earlier than two hundred seventy days after receipt the effective date of notice any other registration statement filed by such Holder of the Registration RequestCompany. If the Company is able to register GECFS's Registrable Securities on a Form S-3, or subsequent similar form, in a manner which does not require inclusion in any information concerning the Company other than to incorporate by reference its filing under the Exchange Act, the period referred to in clause (c) is one hundred thirty-five days. The Company shall use its reasonable best efforts keep any registration statement filed pursuant to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments this Section 2.2 current and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) nine months from the third anniversary effective date of the date hereof, registration statement or (ii) such date as GECFS shall have sold all the date on which all Registrable Shares registered pursuant shares or shall have advised the Company that it no longer desires to sell such Registration have been sold shares pursuant to such registration statement. GECFS is entitled to two demand registration rights pursuant to this Section 2.2. The Company shall be entitled to include in any registration statement or Rule 144filed pursuant to this Section 2.2: (A) securities of the Company held by any other security holder of the Company, and (iiiB) in an underwritten public offering, securities of the date on whichCompany to be sold by the Company for its own account, except as and to the extent that (X) in the opinion of counsel 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 sold by GECFS and General Electric Capital Corporation or its affiliates or (Y) in GECFS's reasonable opinion (if such method of disposition is not an underwritten public offering), such inclusion would adversely affect the price at which the 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 distribution that is not an underwritten public offering, GECFS reasonably acceptable believes that the inclusion of all securities requested to be included in such 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 and the Holders, all such other security holders of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated reduced so as to take any action to effect any permit the offering of all Registrable Securities requested by GECFS without such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)adverse effects.

Demand Registration. (ai) Upon receipt Subject to the terms and conditions of a this Annex I (including Section 2(b)(ii)), at any time on or after an Initial Public Offering, upon written request notice to the Company (a "REGISTRATION REQUEST"“Demand Notice”) delivered not earlier by a Holder or Holders, collectively, beneficially owning, together with their respective Affiliates and Related Funds, more than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% ten percent (10%) of the then outstanding Common Units in the aggregate (each being referred to as the “Initiating Holders”) at any time requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8) of the number of Registrable Shares then outstandingSecurities (which, for purposes of this Section 2(b)(i), shall include Common Units issuable pursuant to the Warrants) included in such Demand Notice, the Company shall promptly (ibut in any event, not later than five (5) promptly Business Days following the Company’s receipt of such Demand Notice) give written notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request“Demand Eligible Holder”). The Company shall promptly, and in any event within 60 days, file the appropriate registration statement (the “Demand Registration Statement”) and use its reasonable best efforts to effect such Registration as soon as effect, at the earliest practicable but not later than 120 days after its receipt of such Registration Request (including, without limitationdate, the execution of an undertaking to file post-effective amendments registration under the Securities Act and appropriate qualification under the applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier laws of (i1) the third anniversary of Registrable Securities which the date hereof, (ii) Company has been so requested to register by the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, Initiating Holders in the Demand Notice and (iii2) all other Registrable Securities which the date on which, in Company has been requested to register by the opinion of counsel reasonably acceptable Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company and within ten (10) Business Days after the Holdersgiving of such written notice by the Company, in each case subject to Section 2(b)(v) of this Annex I, all to the extent required to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Shares registered pursuant Securities to such Registration may be sold in accordance with Rule 144(k)so registered; PROVIDED, HOWEVER, provided that the Company shall will not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting file any such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish Registration Statement prior to the Holders a certificate signed by an executive officer or any director date that is one hundred eighty (180) days after the effective date of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)Registration Statement for any Initial Public Offering.

Demand Registration. On or after the Initial Registration Date, but in no event prior to 180 days after the effective date of a registration statement filed by the Company in connection with an initial public offering of any Company Stock or other securities under the Act, then, upon written request of the Warrantholder that the Company effect the registration under the Act of all or a portion of the Registrable Securities and specifying the intended method of disposition thereof, the Company shall, within fifteen (15) days after the Company has received such written notice, promptly commence and use its best efforts to consummate the registration under the Act of the Registrable Securities, or such portion thereof, and of all other stock or securities which the Company has been requested to register by any other holder of the Company's securities that is entitled to include securities in such registration (the "Warrant Demand Registration"); provided, however, that (1) the Warrantholder shall be entitled to request only one (1) Warrant Demand Registration, provided that either (a) Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior the Registrable Securities requested to the first anniversary of this Agreement from Holders holding be included in such Warrant Demand Registration constitute at least 50% twenty percent (20%) of the aggregate of the total number of Registrable Shares then outstandingSecurities issued hereunder or (b) the anticipated gross receipts (before underwriters discounts and commissions and costs of such registration) from the offering exceed ten million dollars ($10,000,000), (2) a registration will not count as the permitted Warrant Demand Registration until it has become effective, (3) the Company shall (i) promptly give notice may delay the filing of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement under the Act as required by this Section 2.1.3. for a period of up to sixty (60) days after the purpose of effecting a Registration request of the sale Warrantholder if the Board of all Registrable Shares by Directors of the requesting Holders Company determines in good faith that such Warrant Demand Registration would be materially adverse to the interests of the Company, and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitationevent, the execution of an undertaking Warrantholder will be entitled to file post-effective amendments withdraw such request and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Warrant Demand Registration continuously effective until will not be counted as the earlier of Warrant Demand Registration hereunder (i) the third anniversary of the date hereofprovided, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVERhowever, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to use this Section 2 right more than once in any particular jurisdiction in which one hundred eighty (180) day period) and (4) the Company would will not be required to execute effect a general consent Warrant Demand Registration within six (6) months after the effective date of a registration in which Registrable Securities of the Warrantholder were included pursuant to service Section 2.1.1. In the event that the Warrantholder exercises the demand registration right hereunder, and shares requested to be registered by Lycos in connection therewith are included in such registration on a pro rata basis with the Warrantholder's Registrable Securities, pursuant to section 11 of process in effecting such Registration, qualification or compliance unless the letter agreement between Lycos and the Company is already subject to service dated March 9, 1998 or otherwise, account for thirty percent (30%) or more of the shares offered in such jurisdiction. Notwithstanding registered offering, then the foregoing, the Company Warrantholder shall have the right to one (1) additional Warrant Demand Registration hereunder. If the "SUSPENSION RIGHT") managing underwriter in connection with a Warrant Demand Registration determines prior to defer such filing (or suspend sales under any filed the effectiveness of the registration statement or defer that the updating Warrantholder will be unable to sell at least 85% of any filed the Registrable Securities that the Warrantholder initially requested to be included in such registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31statement, if then the Company shall furnish Warrantholder may elect to withdraw the request prior to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing effectiveness of such registration statement (or suspend sales under a filed registration statement)and such Warrant Demand Registration will not be counted as the Warrant Demand Registration hereunder.

Demand Registration. (a) At any time after the Shelf Registration Statement referred to in Section 1 is effective, one or more Investors may notify the Company that they intend to offer or cause to be offered in an underwritten public offering all or any portion of their Registrable Securities, provided that the aggregate proceeds expected to be received from the sale of securities requested to be included in such registration must equal or exceed $15,000,000. Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingsuch request, the Company shall (i) promptly give deliver notice of the Registration Request such request to all non-requesting Holders and Investors holding Registrable Securities who shall then have twenty (ii20) prepare and file with days to notify the Commission, within 45 days after its receipt Company in writing of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests their desire to have his Registrable Shares be included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Requestregistration. 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 inclusion of such Person’s Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its reasonable best efforts to expeditiously effect such Registration as soon as practicable but not later than 120 days after its receipt the registration of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to Securities whose holders request participation in such registration statement or Rule 144under the Securities Act, and (iii) the date on which, in the opinion of counsel reasonably acceptable but only to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold extent provided for in accordance with Rule 144(k)this Agreement; PROVIDED, HOWEVERprovided however, that the Company shall not be obligated to take any action required to effect any such Registration, qualification or compliance registration pursuant to a request under this Section 2 in any particular jurisdiction more than three times for the Investors as a group (at least one of which must be initiated by a Principal Investor). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the Company would be required holders of Registrable Securities shall have been entitled to execute join pursuant to Section 3 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 general consent requested registration under this Section 2(a) unless and until the registration statement relating to service such registration has been declared effective by the Commission; provided however, that the participating Investors holding a majority of process the Registrable Securities being registered by all participating Investors (a “Participating Majority”) may request, in effecting such Registrationwriting, qualification or compliance unless that the Company is already subject to service in such jurisdiction. Notwithstanding the foregoingwithdraw a registration statement which has been filed under this Section 2(a) but has not yet been declared effective, and a Participating Majority may thereafter request the Company shall have the right (the "SUSPENSION RIGHT") to defer reinstate such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31statement, if permitted under the Securities Act, or the holders of Registrable Securities may request that the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating thatfile another registration statement, in accordance with the good faith judgment procedures set forth herein and without reduction in the number of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales demand registrations permitted under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statementthis Section 2(a).

Demand Registration. (a) Upon receipt At any time after the Preferred Stock is converted into Common Stock of the Corporation, the Investor may make a written request for registration (a "REGISTRATION REQUESTDemand Registration") delivered not earlier than 120 days prior under the Securities Act of 1933 (the "Securities Act") of all or part of its Common Stock into which its Preferred Stock has so been converted (the "Registrable Securities"). Subject to the first anniversary provisions of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingparagraph, the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company Corporation shall not be obligated to take any action to effect any more than one such Demand Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, (a) the Company Corporation shall have not be obligated to effect a registration pursuant to this Section 10a during the right period starting with the date thirty (30) days prior to the "SUSPENSION RIGHT"Corporation's estimated date of filing of, and ending on a date ninety (90) to defer such filing (or suspend sales under any filed days following the effective date of, a registration statement or defer pertaining to an underwritten public offering of Common Stock for the updating account of any filed registration statement the Corporation, and suspend sales thereunder(b) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish Corporation is required to effect a registration pursuant to this Section 10a and the Corporation furnishes to the Holders Investor a certificate signed by an executive officer or any director the President of the Company Corporation stating that, that in the good faith judgment of the Company, Board of Directors of the Corporation it would be detrimental materially adverse to the Company Corporation and its shareholders to file for such registration statement to be filed on or amendment thereto at before the date such time (or continue sales under a filed registration statement) filing would otherwise be required hereunder and therefore the Company has elected it is therefor necessary to defer the filing of such registration statement, then the Corporation shall have the right to defer such filing for a period not to exceed 90 days after receipt of the request for such registration from Investor; provided that during such time the Corporation may not file a registration statement (for securities to be issued and sold for its own account or suspend sales under that of anyone other than Investor other than on Form S-8, X-0 xx any successor similar forms or any other form not available for registering the Registrable Securities for sale to the public. The Corporation shall at all times use its best efforts to register such Registrable Securities. A registration will not count as a filed registration statement).Demand Registration until it has become effective, unless the cause of such failure shall be directly attributable to actions of the Investor. The Investor shall determine the method of distribution for Registrable Securities. If, for any reason, Registrable Securities requested to be registered are excluded from a Demand Registration, the Investor

Demand Registration. (a) Upon receipt During the period commencing on the first (1st) anniversary of the Closing Date and expiring on the date on which the Company's obligations under this Section 4.01 shall terminate in accordance with the provisions of Section 4.01(f) below (such period, the "DEMAND PERIOD"), Holders of not less than 25% of the Registrable Securities may make a written request to the Company (which request shall specify the Registrable Securities intended to be disposed of by such Persons and the intended method of distribution thereof) that the Company register any and all of the Registrable Securities requested to be so registered by filing with the SEC a Registration Statement covering such Registrable Securities (a "DEMAND REGISTRATION REQUESTSTATEMENT") delivered not earlier than 120 days prior to ). Upon the first anniversary receipt of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingsuch a request, the Company shall promptly notify all Holders from whom notice has not been received, and such Holders shall then be entitled within ten (i10) promptly give notice of days thereafter to request the Registration Request Company to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included include in such registration statement within 10 days after receipt Demand Registration Statement all or any portion of notice by such Holder of the Registration Requesttheir Registrable Securities. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not Not later than 120 days the forty-fifth (45th) day after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary expiration of the date hereof, such 10-day period and (ii) the date on which all Holders have indicated their intention to have Registrable Shares registered pursuant Securities held by them included in such Demand Registration Statement, and provided the Company is then in the Demand Period, the Company shall cause to be filed a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended methods of distribution thereof specified in such request, and shall use commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for a period of time necessary following the date on which such Demand Registration Statement is declared effective for the underwriters or Selling Holders, as applicable, to sell all the Registrable Securities covered by such Demand Registration Statement, but in any event a period of no more than 150 days following the date on which such Demand Registration Statement is declared effective (the "SELLING PERIOD") or such shorter period which will terminate when all of the Registrable Securities covered by such Demand Registration Statement have been sold pursuant thereto (including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Demand Registration Statement or by the Securities Act, any state securities or "blue sky" laws, or any other rules and regulations thereunder). The Company shall not be required to cause to be effective more than two (2) Demand Registration Statements pursuant to this Section 4.01. Notwithstanding the foregoing provisions, at any time that the Company is eligible to register a primary offering of securities on Form S-3 (or its successor Form) under the General Instructions to such Form, the Selling Holders shall be entitled to require that either or both of the demand registrations hereunder be effected as a shelf registration statement in accordance with Rule 415 under the Securities Act (or Rule 144any similar rule that may be adopted by the SEC), and the Company shall use its commercially reasonable efforts to keep the Demand Registration Statement effecting such shelf registration continuously effective during the period from the date the Demand Registration Statement is declared effective by the SEC until the earlier to occur of (i) the second (2nd) anniversary of the effective date of such Demand Registration Statement, (ii) following the first anniversary of the Closing Date, the first date on which all Registrable Securities held by all members of the Investor Group represent less than 1% of all then Outstanding Shares, or (iii) the first date on which, in which no member of the opinion Investor Group is an "affiliate" of counsel reasonably acceptable to the Company as such term is defined in Rule 144 and the Holders, all Registrable Securities held by all members of the Registrable Shares registered pursuant to such Registration Investor Group may be sold to the public without SEC registration in accordance with a single transaction under Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement).

Demand Registration. (a) Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstanding, the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days 2.1. At any time after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereofAugust , 2009 or (ii) six (6) months after the effective date of the Initial Offering and subject to Section 2.2, if the Company shall at any time receive a written request from the record holder or holders of at least thirty percent (30%) of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the public offer and sale of Registrable Securities the aggregate public offering price of which would equal or exceed $7,500,000, the Company shall prepare and file, within seventy-five (75) days of the receipt thereof, a registration statement under the Securities Act covering such number of Registrable Securities as are the subject of such request and shall use its best efforts to cause such registration statement to become effective within ninety (90) days of the filing of such registration statement. The Initiating Holders may elect that the offering shall be underwritten by an underwriter or underwriters selected by a majority-in-interest of the Initiating Holders and reasonably acceptable to the Company, and the Initiating Holders shall include the names of such underwriters in the notice for registration referred to in the preceding sentence. Upon the receipt of a registration request meeting the requirements of this Section 2.1, the Company shall, within ten (10) business days of the receipt thereof, give written notice to all other record holders of Registrable Securities that such registration is to be effected. The Company shall include in such registration statement such additional Registrable Securities as such other record holders request in writing within thirty (30) days after the date on of the Company’s written notice to them. If (a) the holders of a majority of the Registrable Securities for which all Registrable Shares registered registration has been requested pursuant to this Section 2.1 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, (b) such Registration have registration statement previously filed with the Commission has been sold pursuant withdrawn and (c) the holders of the Registrable Securities subject to such registration statement or Rule 144, agree to bear their own Registration Expenses incurred in connection with such registration and (iii) the date on which, in the opinion of counsel reasonably acceptable to reimburse the Company and for the HoldersRegistration Expenses incurred by it in connection therewith or if such registration statement previously filed with the Commission has been withdrawn at the initiative of the Company, all then the holders of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company Securities shall not be obligated deemed to take any action to effect any such Registration, qualification or compliance have exercised a demand registration right pursuant to this Section 2 2.1, provided, however, that such holders of Registrable Securities shall not bear any Registration Expenses for a registration request that is subsequently withdrawn by such holders if holders of a majority of the Registrable Securities then outstanding agree to forfeit their rights to one demand registration under this Section 2.1; provided, further, however, that, if at the time a registration is terminated at the request of holders of Registrable Securities, such holders have learned of a material adverse change in any particular jurisdiction in which the condition, business or prospects of the Company would not known for such holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then such holders of Registrable Securities shall not be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdictionpay any Registration Expenses and shall retain their rights under this Article 2. Notwithstanding the foregoing, the Company shall have may defer the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under of any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) requested pursuant to this Section 2.1 for a period of not more than 105 to exceed one hundred and twenty (120) days during any one-year period ending on December 31, if the Company shall furnish to the Holders record holders requesting registration pursuant to this Section 2.1 a certificate signed by an executive officer the Company’s Chief Executive Officer or any director Chairman of the Company Board stating that, in the good faith judgment of the Company’s Board of Directors, it would be seriously detrimental to the Company and its shareholders to file stockholders for such registration statement or amendment thereto to be effected at such time (or continue sales under a filed registration statement) and therefore time; provided, however, that such right to defer such filing shall be exercised by the Company has elected not more than once in any twelve-month period. The Company shall be obligated to defer the filing of such prepare, file and cause to become effective only two registration statement (or suspend sales under a filed registration statement)statements pursuant to this Section 2.1.

Demand Registration. (ai) Upon receipt each notice to the Company by the Xxxxxx Holders, IronBrand or the 1818/Progressive/ML Holders requesting the registration of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the specified number of their Registrable Shares then outstandingSecurities, the Company shall (i) shall, as promptly give notice as practicable and in any event not later than 90 days after the Company's receipt of the Registration Request to all non-requesting Holders and (ii) such notice, prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for Commission under the purpose of effecting Securities Act a Registration Statement (including by means of a shelf registration pursuant to Rule 415 under the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included 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 statement within 10 days after receipt of 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 by such Holder of the Registration Request. The Company relates, and shall use its reasonable best efforts to effect 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 soon as practicable may be required by the Securities Act, but not later than 120 days after its receipt of such Registration Request (including, without limitation, in no event beyond the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication lawsperiod specified in Section 1(a)(iii); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVERprovided, that the Company shall will not be obligated to take any action required to effect any such Registrationregistration 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, qualification or compliance if any, in connection therewith. Subject to Section 1(a)(iii) below, each of the Xxxxxx Holders, the 1818/Progressive/ML Holders and IronBrand may make two requests for registration pursuant to this Section 2 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 particular jurisdiction in which other Registration Statement (other than a Shelf Registration Statement) with the Company would be required Commission is on file prior to execute its becoming effective or within 90 days after such a general consent to service of process in effecting such Registration, qualification Registration Statement has been declared effective or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment case of the Company, it would be detrimental to the Company and its shareholders to file a Shelf Registration Statement while such registration statement or amendment thereto at is on file prior to being declared effective until 90 days after such time (or continue sales under a filed registration statement) and therefore the Company has elected Registration Statement ceases to defer the filing of such registration statement (or suspend sales under a filed registration statement)be effective.

Demand Registration. Subject to the limitations set forth in this ------------------- Section 4(b), each Class A Stockholder (a) Upon receipt of a written request (including all entities under "common control," an "Initiating Holder" and together with the Piggyback Holders, a "REGISTRATION REQUESTRegistering Holder") delivered not earlier than 120 days prior shall have the right, which shall be exercisable twice, subject to the first anniversary last sentence of this Agreement from Holders holding at least 50% paragraph, to cause INFONET to use its commercially reasonable efforts to file and cause to be declared effective as soon as practicable a registration statement on any appropriate form under the Securities Act for the Stock which form shall be available for the sale or distribution referred to in such notice in accordance with the intended method or methods of the aggregate of the number of Registrable Shares then outstanding, the Company distribution thereof. INFONET shall use its commercially reasonable efforts to (i) promptly give notice file such registration statement as soon as practicable after the receipt of such request and in any event within 35 days, which time period may be extended for up to 60 days at the option of INFONET, but not more than once in any 12 month period, if INFONET's management determines based upon the advice of counsel that it would be advisable to disclose in the registration statement a financing, acquisition or other corporate transaction or event, and a majority of the Registration Request to all non-requesting members of the Board of Directors other than the directors appointed by the Initiating Holders shall have determined in good faith that such disclosure would not be in the best interests of INFONET and its stockholders and (ii) prepare use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable thereafter. As promptly as practicable after receiving such request and file with in any event no later than 5 days thereafter, INFONET shall give written notice thereof to all Holders other than the CommissionInitiating Holder and each such other Holder shall, by notice to INFONET given within 45 20 days after its receipt the giving of notice by INFONET, be entitled to have any Stock which it then proposes to sell or distribute included under such registration statement as if it were an Initiating Holder. The Initiating Holder shall have the right to cause INFONET to file additional registration statements at any time (if otherwise permitted hereunder) with respect to Stock owned by such Initiating Holder in the event (i) the first (or any subsequent) registration statement filed at the request of such Registration Request a Initiating Holder is not declared effective by the Securities and Exchange Commission (the "Commission") within 60 days of its initial filing therewith and such registration statement for the purpose of effecting a Registration of the sale of is withdrawn after such 60th day, or (ii) all Registrable Shares Stock owned by the requesting Holders and any other such Initiating Holder who which it requests to have his Registrable Shares be included in such registration statement within 10 days after receipt is not included due to the restrictions set forth in this Section 4, (iii) any stop order, injunction or other order or requirement of notice the Commission or other governmental agency or court prevents the complete distribution of the Stock of the Initiating Holder included in such registration statement in accordance with the plan of distribution set forth therein, or (iv) 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 of some act or omission by such Holder of the Registration RequestInitiating Holder. The Company INFONET shall use its reasonable best efforts not be obligated pursuant to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking this Section 4(b) to file post-and have declared effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) more than one registration statement during the third period between the Effective Date and the first anniversary of the date hereofEffective Date, inclusive, (ii) more than two registration statements during any consecutive 12-month period after the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, first anniversary of the Effective Date and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all any registration statement which does not cover at least five percent (5%) of the Registrable total shares of capital stock outstanding as of the closing of INFONET's initial public offering. Shares of Stock proposed to be registered and sold pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that an underwritten offering for the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance account of the Initiating Holders pursuant to this Section 2 4 (b) shall be sold to prospective underwriters designated by the Initiating Holders and reasonably satisfactory to Infonet and any Piggybacking Holders and on the terms and subject to the conditions of one or more underwriting agreements negotiated among INFONET, the Registering Holders and the prospective underwriters. INFONET may include in any particular jurisdiction such registration statement other shares of capital stock of INFONET; provided, however, that (i) if such registration -------- ------- statement relates to an underwritten offering and the prospective underwriters of such offering determine in good faith that the aggregate number of shares of capital stock of INFONET which all Holders and INFONET propose to include in such registration statement exceeds the Company would maximum number of shares of capital stock that should be included therein, INFONET will include in such registration, first, the Stock of the Initiating Holders participating in the offering pro rata among such Initiating Holders on the basis of the relative amount of Stock owned by all such Initiating Holders, second the Stock of any Piggybacking Holders participating in the offering pursuant to Section 4(a) pro rata among such Holders on the basis of the relative amount of Stock owned by all such Piggybacking Holders, and, third, the shares of capital stock which INFONET proposes to include in such registration statement, and (ii) if such offering is not underwritten, then no other shares of capital stock of INFONET shall be included in such registration statement unless the holders of a majority of the shares of Stock held by the Holders participating in the offering consent to the inclusion of such shares therein (which consent shall not be unreasonably withheld). INFONET shall not be required to execute effect a general consent registration pursuant to service of process in effecting such Registrationthis Section 4(b) (other than on Form S-3 or a similar short form, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT"if then ------------ permitted) to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for until a period of 90 days has elapsed from the effective date of the most recent previous registration which was not effected on Form S-3 or similar short form, except in the case of a registration in which any Holders shall have been prevented from including in such previous registration more than 105 25% of the amount of Stock which such Holders requested to have included because of a reduction required hereunder, in which case such period shall be 45 days. The right of the Initiating Holders to request a registration of Stock pursuant to this Section 4(b) ------------ shall not apply to any Holder to whom INFONET shall deliver an opinion of its counsel, which opinion shall be reasonably satisfactory to such Holder, that all of the Stock which such Holder proposes to sell may lawfully be sold or distributed publicly without registration within a period of 90 days during commencing on the date which is 45 days after the date of such Holder's registration request. Each Registering Holder agrees that, upon receipt of any one-year period ending on December 31notice from INFONET of the happening of any event requiring the preparation of a supplement or amendment to a prospectus prepared pursuant to this Section 4 so that, if the Company shall furnish as thereafter delivered to the Holders purchasers of such Stock, such prospectus will not contain an untrue statement of a certificate signed by an executive officer material fact or omit to state any director material fact required to be stated therein or necessary to make the statements therein not misleading, such Registering Holder will forthwith discontinue disposition of Stock pursuant to the registration statement covering such Stock until such Registering Holder's receipt of the Company stating that, in the good faith judgment copies of the Companysupplemented or amended prospectus contemplated hereby. If so directed by INFONET, such Registering Holder will deliver to INFONET all copies, other than permanent file copies then in such Registering Holder's possession, of the most recent prospectus covering such Stock at the time of receipt of such notice. Each Registering Holder of Stock agrees that it would be detrimental will immediately notify INFONET at any time when a prospectus relating to the Company and its shareholders registration of such Stock is required to file be delivered under the Securities Act of the happening of any event as a result of which information previously furnished by such Registering Holder to INFONET in writing for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made. In the event INFONET shall give such notice, INFONET shall extend the period during which such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) shall be maintained effective by the number of days during the period from and therefore including the Company has elected date of the giving of notice pursuant to defer this paragraph to the filing date when INFONET shall make available to the Registering Holders of Stock covered by such registration statement (or suspend sales under a filed registration statement)prospectus supplement amended to conform with the requirements hereof.

Demand Registration. (a) Upon receipt the written demand of a written request ------------------- any Warrant Holder to the Issuer (a "REGISTRATION REQUESTDemand") delivered not earlier than 120 days prior at any time and from time to time after the Closing Date requesting that the Issuer effect the registration under the Securities Act of Non-Public Warrant Shares of such Warrant Holder, the Issuer will promptly give written notice (a "Demand Notice") of such Demand to all other Warrant Holders. Each other Warrant Holder may request that the Issuer effect the registration under the Securities Act of additional Non-Public Warrant Shares of such Warrant Holder by delivering written notice to the first anniversary Issuer specifying such number of this Agreement from Holders holding Non-Public Warrant Shares within 20 days of receipt of the Demand Notice. In the event that the Issuer receives requests for the registration under the Securities Act of Non-Public Warrant Shares representing at least 50% the greater of (i) an aggregate of twenty (20) percent of the Warrants initially issued under the Warrant Agreements or (ii) Non-Public Warrant Shares having an aggregate market value of at least $250,000 (or if a lesser number of Non-Public Warrant Shares are outstanding, the remainder of the number of Registrable Non-Public Warrant Shares then outstanding, ) within such 20-day period the Company Issuer shall give written notice (ia "Registration Notice") promptly give notice of the Registration Request to all non-requesting Warrant Holders and (ii) prepare and file with that the Commission, within 45 days after its receipt of such Registration Request Issuer will be filing a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders pursuant to this Section 2 and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall will thereupon use its reasonable best efforts promptly to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification registration under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier Securities Act of (i) the third anniversary Non-Public Warrant Shares which Warrant Holders have requested to be registered within 20 days of the date hereofDemand Notice, and (ii) additional Non-Public Warrant Shares which Warrant Holders have requested to be registered within 10 days of the date on which Registration Notice. Promptly within 20 days of the Registration Notice, the Issuer will notify all Registrable Warrant Holders whose Non-Public Warrant Shares registered pursuant are to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, be included in the opinion of counsel reasonably acceptable to the Company and the Holders, all registration of the Registrable number of additional Non-Public Warrant Shares registered pursuant requested to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that included therein by the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance other Warrant Holders. If the registration of which the Issuer gives notice pursuant to this Section 2 is for an underwritten public offering, Non-Public Warrant Shares which are to be included in the underwriting may be included in such registration, and the Issuer shall, after reasonable consultation with the selling Warrant Holders, have the right to designate the managing underwriter(s) in any particular jurisdiction such underwritten public offering with the consent of the selling Warrant Holders (which consent shall not be unreasonably withheld). Holders who include Warrant Shares in a registration pursuant to this Section 2 shall bear the cost of any underwriters' discounts and commissions relating to their Warrant Shares which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdictionare sold. Notwithstanding the foregoing, the Company Warrant Holders shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not make no more than 105 days during any one-year period ending on December 31, if three (3) demands for registration under this Section 2. If the Company Issuer shall furnish to the Warrant Holders a certificate signed by an the Issuer's chief executive officer or any director of the Company stating that, because of unannounced material pending acquisitions or other undisclosed material facts, in the good faith judgment of the CompanyBoard of Directors of the Issuer, it would not be detrimental to in the Company best interests of the Issuer and its shareholders generally to file sell shares pursuant to such registration statement or amendment thereto at for a period not to exceed sixty (60) days from the date of such time (or continue sales under a filed registration statement) and therefore officer's certificate, the Company has elected Warrant Holders shall agree that they shall not sell securities pursuant to defer the filing of such registration statement (or suspend sales under a filed registration statement)during such period; provided, however, that the Issuer shall be entitled to give such notice only once in any 365-day period, and shall not be entitled to give such notice at any time at which an underwritten offering is being effected.

Demand Registration. (a) At any time after the one-year anniversary of this Agreement, holders of at least a majority of the Registrable Securities then outstanding may request registration under the Securities Act of up to 25% of the aggregate Registrable Securities held by all holders of Registrable Securities at that time pursuant to a Registration Statement on Form S-1 or any successor form thereto (each, a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the number of Registrable Securities requested to be included in the Long-Form Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than ten (10) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who will then have five (5) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration; provided, however, in the event the aggregate amount of Registrable Securities requested to be included by holders of Registrable Securities exceeds 25% of the aggregate Registrable Securities held by all holders of Registrable Securities at that time, the number of Regsitrable Securities to be included by each such holder shall be allocated among them as agreed upon by such holders. The Company shall prepare and file with (or confidentially submit to) the Commission a written Registration Statement on Form S-1 or any successor form thereto covering all of the Registrable Securities that the holders thereof have requested to be included in such Long-Form Registration within ninety (90) days after the date on which the initial request (is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect a "REGISTRATION REQUEST"Long-Form Registration more than once for the holders of Registrable Securities as a group; provided, that a Registration Statement shall not count as a Long-Form Registration requested under this Section 2.1(a) delivered not earlier than 120 days prior unless and until it has become effective and the holders requesting such registration are able to the first anniversary of this Agreement from Holders holding register and sell at least 50% of the aggregate of the number of Registrable Shares then outstanding, the Company shall (i) promptly give notice of the Registration Request Securities requested to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares be included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)registration.

Demand Registration. (a) Upon receipt During the period commencing on the first (1st) anniversary of the Closing Date and expiring on the date on which the Company’s obligations under this Section 4.01 shall terminate in accordance with the provisions of Section 4.01(f) below (such period, the “DEMAND PERIOD”), Holders of not less than 25% of the Registrable Securities may make a written request to the Company (which request shall specify the Registrable Securities intended to be disposed of by such Persons and the intended method of distribution thereof) that the Company register any and all of the Registrable Securities requested to be so registered by filing with the SEC a Registration Statement covering such Registrable Securities (a "“DEMAND REGISTRATION REQUEST") delivered not earlier than 120 days prior to STATEMENT”). Upon the first anniversary receipt of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingsuch a request, the Company shall promptly notify all Holders from whom notice has not been received, and such Holders shall then be entitled within ten (i10) promptly give notice of days thereafter to request the Registration Request Company to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included include in such registration statement within 10 days after receipt Demand Registration Statement all or any portion of notice by such Holder of the Registration Requesttheir Registrable Securities. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not Not later than 120 days the forty-fifth (45th) day after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary expiration of the date hereof, such 10-day period and (ii) the date on which all Holders have indicated their intention to have Registrable Shares registered pursuant Securities held by them included in such Demand Registration Statement, and provided the Company is then in the Demand Period, the Company shall cause to be filed a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended methods of distribution thereof specified in such request, and shall use commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for a period of time necessary following the date on which such Demand Registration Statement is declared effective for the underwriters or Selling Holders, as applicable, to sell all the Registrable Securities covered by such Demand Registration Statement, but in any event a period of no more than 150 days following the date on which such Demand Registration Statement is declared effective (the “SELLING PERIOD”) or such shorter period which will terminate when all of the Registrable Securities covered by such Demand Registration Statement have been sold pursuant thereto (including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Demand Registration Statement or by the Securities Act, any state securities or “blue sky” laws, or any other rules and regulations thereunder). The Company shall not be required to cause to be effective more than two (2) Demand Registration Statements pursuant to this Section 4.01. Notwithstanding the foregoing provisions, at any time that the Company is eligible to register a primary offering of securities on Form S-3 (or its successor Form) under the General Instructions to such Form, the Selling Holders shall be entitled to require that either or both of the demand registrations hereunder be effected as a shelf registration statement in accordance with Rule 415 under the Securities Act (or Rule 144any similar rule that may be adopted by the SEC), and the Company shall use its commercially reasonable efforts to keep the Demand Registration Statement effecting such shelf registration continuously effective during the period from the date the Demand Registration Statement is declared effective by the SEC until the earlier to occur of (i) the second (2nd) anniversary of the effective date of such Demand Registration Statement, (ii) following the first anniversary of the Closing Date, the first date on which all Registrable Securities held by all members of the Investor Group represent less than 1% of all then Outstanding Shares, or (iii) the first date on which, in which no member of the opinion Investor Group is an “affiliate” of counsel reasonably acceptable to the Company as such term is defined in Rule 144 and the Holders, all Registrable Securities held by all members of the Registrable Shares registered pursuant to such Registration Investor Group may be sold to the public without SEC registration in accordance with a single transaction under Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement).

Demand Registration. (a) Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior Subject to the first anniversary terms and conditions of this Agreement from Holders holding Agreement, at any time after one hundred eighty (180) days after an IPO, any Holder of at least 50% fifteen percent (15%) or more of the aggregate Registrable Securities (excluding, solely for purposes of calculating the number of Registrable issued Ordinary Shares used in the denominator of that calculation, the MIP Shares, the MIP Awards and any Ordinary Shares issued pursuant to the terms of the Opioid Trust CVR) may request in writing (“Demand Registration Request”) that the Company facilitate an Underwritten Offering in the manner and subject to the conditions described in this Section 2 and Section 4 hereof. If a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf”, and, together with the Form S-3 Shelf, the “Shelf Registration Statement”) has previously been filed and been declared effective, then outstanding, the Company shall (i) facilitate such Underwritten Offering as an Underwritten Shelf Takedown pursuant to such Shelf Registration Statement as promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days as practicable after its receipt of such request. If no Shelf Registration Request a registration statement for Statement has previously been filed, then the purpose of effecting Company will file a Registration of Statement covering the sale of all Holder’s Registrable Shares by the requesting Holders Securities requested to be registered, and any other Holder who requests shall use its commercially reasonable efforts to have his Registrable Shares included in cause such registration statement within 10 days Registration Statement to be declared effective, as promptly as practicable after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144request, and (iii) the date on whichfacilitate such Underwritten Offering as an Underwritten Shelf Takedown; provided, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVERhowever, that the Company shall will not be obligated required to take any action to effect any such Registration, qualification or compliance file a Registration Statement pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification 2(a) or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by effect an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement).Underwritten Offering:

Demand Registration. After the occurrence of an Exercise Event (aas such term is defined in the Warrant Agreement), the holders of a number of Warrants, Warrant Shares 9 and Registrable Securities (the "Subject Equity") Upon receipt equivalent to at least a majority of the outstanding Subject Equity, from time to time, may make a written request to the Company to effect up to two registrations (each, a "REGISTRATION REQUESTDemand Registration") delivered not earlier than 120 days prior to under the first anniversary of this Agreement from Holders holding at least 50% Securities Act of the aggregate Subject Equity. Within 20 days after the receipt of the number of Registrable Shares then outstandingsuch written request for a Demand Registration, the Company shall (i) promptly give notice notify the Holders of the all Subject Equity that a Demand Registration Request to all non-requesting Holders and has been requested, (ii) prepare and prepare, file with the Commission, SEC and use its best efforts to cause to become effective under the Securities Act within 45 150 days of such demand a Registration Statement with respect to such Subject Equity and (iii) keep such registration statement continuously effective until the earlier to occur of (A) the date that is 60 days after its receipt such effectiveness (the "Effectiveness Period") and (B) such period of such Registration Request a registration statement for the purpose of effecting a Registration time as all of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares Subject Equity included in such registration statement within 10 shall have been sold thereunder. Any such request will specify the number of shares of Subject Equity proposed to be sold and will also specify the intended method of disposition thereof. Within 30 days after receipt by any Holder of Subject Equity of such notice from the Company, such Holder may request in writing that such Holder's Subject Equity be included in such Registration Statement and the Company shall include in such Registration Statement the Subject Equity of any such Holder requested to be so included (the "Included Securities"). Each such request by such Holder other Holders shall specify the number of Included Securities proposed to be sold and the Registration Requestintended method of disposition thereof. The Subject to Sections 2.1(b) and 2.1(f) hereof, the Company shall use its reasonable best efforts be required to effect such a Demand Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered Subject Equity pursuant to this Section 2.1(a) up to a maximum of two occasions. If such Registration have been sold demand occurs during the "lock up" or "black out" period (not to exceed 180 days) imposed on the Company pursuant to such registration statement or in connection with any underwriting or purchase agreement relating to an underwritten Rule 144144A or registered public offering of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated required to take any action so notify holders of Subject Equity and file such Demand Registration Statement prior to effect any the end of such Registration"lock up" or "black out" period, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which event the Company would be required will use its best efforts to execute a general consent cause such Demand Registration statement to service become effective no later than the later of process in effecting (i) 150 days after such Registrationdemand or (ii) 30 days after the end of such "lock up" or "black out" period. In the event of any "lock up" or "black out" period or any underwriting or other purchase agreement, qualification or compliance unless the Company is already subject to service in such jurisdictionshall so notify the holders of Registrable Securities. Notwithstanding the foregoing, in lieu of filing and causing to become effective a Demand Registration, the Company shall have the right (the "SUSPENSION RIGHT") may satisfy its obligation with respect to defer such filing Demand Registration by making and consummating (or suspend sales under any filed registration statement or defer the updating of any filed registration statement having its designee make and suspend sales thereunderconsummate) for an offer to purchase all Subject Equity at a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish price at least equal to the Holders a certificate signed by an executive officer or any director of the Company stating that, Current Market Value (as defined in the good faith judgment Warrant Agreement, but without the inclusion of the Companyclause (i)(a) thereof), it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)less any applicable Exercise Price.

Demand Registration. After the occurrence of an Exercise Event (aas such term is defined in the Warrant Agreement) Upon receipt and the completion of an Initial Public Equity Offering, the holders of a number of Warrants, Warrant Shares and Registrable Securities (collectively, the "SUBJECT EQUITY") equivalent to at least a majority of the Warrant Shares subject to the Warrants originally issued on the Issue Date, from time to time, may make a written request to the Company to effect one registration (a the "REGISTRATION REQUESTDEMAND REGISTRATION") delivered not earlier than 120 days prior to under the first anniversary of this Agreement from Holders holding at least 50% Securities Act of the aggregate of Subject Equity. Any such request will specify the number of Registrable Shares then outstandingshares of Subject Equity proposed to be sold and will also specify the intended method of disposition thereof. Within 10 days after the receipt of such written request for a Demand Registration, the Company shall notify the Holders of all Subject Equity that a Demand Registration has been requested. Within 45 days after receipt by any Holder of Subject Equity of such notice from the Company, such Holder may request in writing that such Holder's Subject Equity be included in such Registration Statement and the Company shall include in such Registration Statement the Subject Equity of such Holder requested to be so included (i) promptly give notice the "INCLUDED SECURITIES"). Each such request by such other Holders shall specify the number of Included Securities proposed to be sold and the Registration Request to all non-requesting Holders and (ii) prepare and intended method of disposition thereof. Furthermore, the Company shall prepare, file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders SEC and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 cause to become effective under the Securities Act within 150 days after its receipt of such demand a Registration Request (including, without limitation, Statement in respect of all of the execution of an undertaking to file post-effective amendments Subject Equity which the Holders request and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration Statement continuously effective until the earlier to occur of (i) the third anniversary of date that is 180 days after such effectiveness (the date hereof"EFFECTIVENESS PERIOD"), (ii) such period of time as all of the date on which all Registrable Shares registered pursuant to Subject Equity included in such Registration Statement shall have been sold pursuant to such registration statement or Rule 144, thereunder and (iii) the date Subject Equity included in such registration becomes fully saleable under paragraph (k) of Rule 144. If a Demand Registration occurs during the "lock up" or "black out" period (not to exceed 180 days) imposed on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold or in accordance connection with any underwriting or purchase agreement relating to an underwritten Rule 144(k); PROVIDED144A or registered public offering of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock, HOWEVER, that the Company shall not be obligated required to take any action so notify Holders of Subject Equity and file such Registration Statement with respect to effect any the Subject Equity which the Holders request prior to the end of such Registration"lock up" or "black out" period, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which event the Company would be required will use its best efforts to execute a general consent cause such Registration Statement to service become effective no later than the later of process in effecting (i) 150 days after such Registrationdemand or (ii) 30 days after the end of such "lock up" or "black out" period. In the event of any "lock up" or "black out" period or any underwriting or other purchase agreement, qualification or compliance unless the Company is already subject to service in such jurisdictionshall so notify the holders of Registrable Securities. Notwithstanding the foregoing, in lieu of filing and causing to become effective the Demand Registration, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing may satisfy its obligation with respect thereto by making and consummating (or suspend sales under any filed registration statement or defer the updating of any filed registration statement having its designee make and suspend sales thereunderconsummate) for an offer to purchase all Subject Equity at a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish price at least equal to the Holders a certificate signed by an executive officer or any director of the Company stating that, Current Market Value (as defined in the good faith judgment Warrant Agreement, but without the inclusion of the Companyclause (i)(a) thereof), it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)less any applicable Exercise Price.

Demand Registration. (a) Upon receipt delivery to the Company of a written request (demand from the Purchaser(s) holding the Notes with a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% majority of the aggregate of the number of Registrable Shares then outstandingoutstanding principal thereof (“Demand Notice”), the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Securities and Exchange Commission (the “Commission, ”) within 45 60 days after its receipt the delivery of such Registration Request Demand Notice to the Company (the “Filing Deadline”) a registration statement on Form S-1 (the “Registration Statement”), covering the resale of all or such portion of the shares of Common Stock issued upon any conversion of principal of the Notes as specified in the Demand Notice (the “Registrable Securities”) as permitted by any publicly available written or oral guidance, comments, requirements or requests of the Commission’s staff and (ii) the Securities Act (the “SEC Guidance”) (provided that the Company shall use diligent efforts to advocate with the Commission for the purpose registration of effecting a Registration all of the sale Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of all Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration RequestSecurities. The Company shall use its reasonable best efforts include in a Registration Statement only the Registrable Securities. If the initial Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to effect the initial Filing Deadline, the Company will make payments to the Purchasers, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate principal amount of the Notes then outstanding (paid on a pro-rata basis to each Purchaser based on the amount of principal of such Purchaser’s Note(s) then outstanding) for each 30-day period or pro rata for any portion thereof following the date by which such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration Statement should have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable filed for which no Registration Statement is filed with respect to the Company and Registrable Securities. Such payments shall constitute the HoldersPurchasers’ exclusive remedy for such events; provided, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVERhowever, that the Company Purchasers shall not retain the right to pursue any equitable remedies available to it with respect to such events. Such payments shall be obligated made to take any action the Purchaser in cash. The maximum aggregate liquidated damages payable to effect any such Registration, qualification or compliance the Purchasers under these registration rights provisions (including paragraphs (a) and (c) hereof) shall be 5.0% of the aggregate purchase price paid by the Purchasers for the Notes pursuant to the Purchase Agreement. Notwithstanding any other provision of this Section 2 Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered in any particular jurisdiction in which the Registration Statement (and notwithstanding that the Company would used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by the Purchasers as to its Registrable Securities, the number of Registrable Securities to be required to execute a general consent to service registered on such Registration Statement will be reduced pro rata among the Purchasers based on the principal amount of process in effecting their respective Notes. In the event of such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoingreduction, the Company shall have file one or more Registration Statements covering the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish remaining Registrable Securities to the Holders extent permitted by SEC Guidance (and such additional Registration Statement(s) shall be filed within a certificate signed reasonable time after the earliest date permitted by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statementSEC Guidance).

Demand Registration. (ai) Upon receipt If the Shelf Registration Statement is not declared effective or, following its effectiveness, ceases to be effective or is otherwise unavailable for any reason (other than as a result of a Blackout Period), upon written request notice to the Company (a "REGISTRATION REQUEST"“Demand Request”) delivered not earlier than 120 days prior to by the first anniversary Threshold Backstop Parties, requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act of this Agreement from Holders holding at least 50% any or all of the aggregate of the number of Registrable Shares then outstandingSecurities beneficially owned by such Holder(s), the Company shall (i) promptly give a notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Demand Request (a “Demand Notice”) to all other Holders of Registrable Securities (which notice shall state the material terms of such proposed Demand Registration, to the extent known). Such Demand Notice shall be given not more than ten (10) Business Days and not less than five (5) Business Days, in each case prior to the expected date of the public filing of the registration statement (the “Demand Registration Statement”) for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration RequestDemand Registration. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable Subject to the Company and the Holders, all provisions of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing1(b)(iii) below, the Company shall have file the right (Demand Registration Statement and use its commercially reasonable efforts to effect, as soon as reasonably practicable, the "SUSPENSION RIGHT") registration under the Securities Act and under the applicable state securities laws and include in such Demand Registration Statement all Registrable Securities with respect to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore which the Company has elected received written requests for inclusion therein within five (5) Business Days after the later of (x) the Company delivering the Demand Notice to defer Holders of Registrable Securities and (y) five (5) Business Days prior to the actual public filing of the Demand Registration Statement. Nothing in this Section 1(b) shall relieve the Company of its obligations under Section 1(a) above. For the avoidance of doubt, the “Plan of Distribution” section of the requested Demand Registration Statement shall comply with the provisions specified for the Shelf Registration Statement pursuant to Section 1(a)(iii). Anything to the contrary in this Section 1(b)(i) notwithstanding, however, unless a Re-IPO has earlier occurred or at the time there are no Necessary Backstop Parties without giving effect to clause (iii) of the definition thereof, a Demand Request may only be delivered by the Necessary Backstop Parties, in which case the applicable Demand Registration, if consummated, shall be deemed a “Demand Re-IPO”, and such registration statement (or suspend sales under a filed registration statementDemand Request shall comply with the provisions therefor set forth in Section 1(a)(vi).

Demand Registration. (a) Upon receipt of If, at any time after the date which is 30 days after the closing under the Subscription Agreements by all Investors, Investors holding a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% majority of the aggregate of Registrable Securities shall notify the number of Company in writing that they intend to offer or cause to be offered for public sale Registrable Shares then outstandingSecurities held by such Investor, the Company shall (i) promptly give notice use its best efforts to cause such of the Registration Request Registrable Securities as may be requested by any Investor to all non-requesting Holders be registered, on one occasion only, under the Securities Act and (iiapplicable state laws as expeditiously as possible. Once the right for registration of any Registrable Securities under this Section 2(c) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice has been exercised by such Holder of Investors, the Registration Request. The Company shall use its reasonable best efforts to effect prepare and file a Registration Statement covering such Registration Registrable Securities with the SEC as soon promptly as practicable practicable, but in any event not later than 120 twenty (20) days after its the Company's receipt of such request. If any offering pursuant to a Registration Request (including, without limitationStatement pursuant to Section 2(c) hereof involves an underwritten offering, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, Investors who hold a majority in the opinion of counsel reasonably acceptable to the Company and the Holders, all interest of the Registrable Shares registered pursuant Securities subject to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company underwritten offering shall have the right to select one legal counsel and an investment banker or bankers and manager or managers to administer the offering, which investment banker or bankers or manager or managers shall be reasonably satisfactory to the Company. The Investors who hold the Registrable Securities to be included in such underwriting shall pay all underwriting discounts and commissions and other fees and expenses of such investment banker or bankers and manager or managers so selected in accordance with this Section 2(c) (the "SUSPENSION RIGHT") other than fees and expenses relating to defer such filing (registration of Registrable Securities under federal or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if state securities laws which are payable by the Company shall furnish pursuant to Section 5 hereof) with respect to their Registrable Securities and the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company fees and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing expenses of such registration statement (or suspend sales under a filed registration statement)legal counsel selected by the Investors.

Demand Registration. (ai) Upon receipt At any time on or after the ------------------- Commencement Date, but prior to the Expiration Date, the Holders of a number of Warrants or the holders of Warrant Shares equivalent to at least a majority of the total of (1) all Warrant Shares then subject to purchase upon exercise of the Warrants pursuant to Section 2(a) hereof, and (2) all Warrant Shares then outstanding have the right hereunder to make a written request to the Company to effect one registration (a "REGISTRATION REQUESTDemand Registration") delivered not earlier than 120 days prior to under the first anniversary of this Agreement from Holders holding at least 50% Securities Act of the aggregate Warrant Shares. Within 20 days after the receipt of such written request for a Demand Registration, the number Company shall notify the Holders of Registrable all Warrants and the holders of all Warrant Shares then outstandingthat a Demand Registration has been requested. In addition, the Company shall (i1) promptly give notice prepare, file with the Commission and use its best efforts to cause to become effective under the Securities Act within 150 days of the such demand a Registration Request Statement with respect to all non-requesting Holders such Warrant Shares, and (ii) to prepare and file with the Commission, within 45 days after its receipt of Commission such amendments and supplements to such Registration Request a registration statement for Statement and the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests prospectus used in connection therewith as may be necessary to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement and (2) keep such Registration Statement continuously effective until the earlier to occur of (i) the third anniversary of the date hereof, (iiA) the date on which that is 60 days after such effectiveness (the "Effectiveness Period") and (B) such period of time as all Registrable of the Warrant Shares registered pursuant to included in such Registration Statement shall have been sold pursuant thereunder. Any such request will specify the number of Warrant Shares proposed to be sold and will also specify the intended method of disposition thereof. Within 30 days after receipt by any Holder of Warrants or holder of Warrant Shares of such registration statement notice from the Company, such Holder or Rule 144, and (iii) the date on which, holder may request in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable writing that such Holder's or holder's Warrant Shares registered pursuant to be included in such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that Statement and the Company shall not be obligated to take any action to effect include in such Registration Statement the Warrant Shares of any such RegistrationHolder or holder requested to be so included, qualification or compliance pursuant provided that, with respect to this Section 2 in any particular jurisdiction in which Holder of Warrants, such Warrants are duly and timely exercised with respect to the Company would Warrant Shares requested to be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right registered (the "SUSPENSION RIGHTIncluded Shares") ). Each such request by such other Holders or holders shall specify the number of Included Shares proposed to defer such filing (or suspend sales under any filed registration statement or defer be sold and the updating intended method of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)disposition thereof.

Demand Registration. (a) Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingAt any time after March 18, the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective 1997 until the earlier of (i) the third anniversary of the date hereofMarch 18, 2007 or (ii) the date on which all of the Registrable Shares registered (as hereinafter defined) have become eligible for sale pursuant to Rule 144 promulgated under the Securities Act, subject to the conditions set forth in this Agreement, Holders may request that the Company cause to be filed, a registration statement (a "Demand Registration Statement") under Rule 415 under the Securities Act relating to the sale by such Holders of their previously or concurrently issued Registrable Shares in accordance with the terms hereof. As used in this Agreement, the term "Registrable Shares" means shares of Common Stock issued or to be issued to the Holders upon redemption or in exchange for their Units, excluding (A) Common Stock for which a Registration Statement relating to the sale thereof shall have become effective under the Securities Act and which have been disposed of under such Registration have been Statement, (B) Common Stock sold pursuant to Rule 144 under the Securities Act or (C) Common Stock eligible for sale pursuant to Rule 144 under the Securities Act. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration statement or Rule 144to all Holders of Units and Registrable Shares. Such Holders shall have the right, by giving written notice to the Company within fifteen (15) days after such notice referred to in the preceding sentence has been given by the Company to elect to have included in the Demand Registration Statement such of their Registrable Shares as each Holder may request in such notice of election. Thereupon, the Company shall use its best efforts to cause such Demand Registration Statement to be declared effective by the Securities and Exchange Commission (iiithe "SEC") for all Registrable Shares which the Company has been requested to register as soon as practicable thereafter. The Company agrees to use its best efforts to keep the Demand Registration Statement continuously effective until the earliest of (a) the date on whichwhich the Holders no longer hold any Registrable Shares registered under the Demand Registration Statement, in (b) the opinion of counsel reasonably acceptable to the Company and the Holders, all of date on which the Registrable Shares registered pursuant to such Registration may be sold in accordance with by the Holders pursuant to Rule 144(k); PROVIDED, HOWEVER, that 144 promulgated under the Securities Act or (c) the date which is six (6) months from the effective date of such Demand Registration Statement. The Company shall not be obligated required to take any action to file and effect any such Registration, qualification or compliance a new Demand Registration Statement pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT"1(a) to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for until a period of not more than 105 days during any one-year period ending on December 31, if twelve (12) months has elapsed from the Company shall furnish to the Holders a certificate signed by an executive officer or any director termination of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under with respect to Registrable Shares covered by a filed prior registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)request.

Demand Registration. (a) At any time and from time to time, any Holder (each, a “Selling Demand Shareholder”) shall have the right to request in writing (which request shall specify the Registrable Securities intended to be disposed of by such Selling Demand Shareholder and the intended method of distribution thereof) that the Company register any or all of such Selling Demand Shareholder’s Registrable Securities with an anticipated aggregate offering price to the public of not less than $10,000,000, unless the anticipated aggregate offering price to the public of all Registrable Securities that remain outstanding at that time is less than $10,000,000, in which case, any such registration shall be for all of the remaining outstanding Registrable Securities, by filing with the SEC a registration statement covering such Registrable Securities (a “Demand Registration Statement”). Upon the receipt of such a written request (request, the Company shall, not later than the 30th calendar day after the receipt of such a "REGISTRATION REQUEST") delivered not earlier than 120 days prior request, cause to be filed a Demand Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Selling Demand Shareholder to the first anniversary extent necessary to permit the disposition of this Agreement such Registrable Securities in accordance with the intended methods of distribution thereof specified in such request. Promptly after receipt of such request from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingsuch Selling Demand Shareholder, the Company shall (i) promptly give notice of the Registration Request such requested registration to all non-requesting Holders and (ii) prepare and file other holders of Registrable Securities in accordance with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration RequestSection 2.02. The Company shall will then use its reasonable best efforts to effect have the Demand Registration Statement covering the Registrable Securities which the Company has been requested to register by such Registration Selling Demand Shareholder, together with all other Registrable Securities which the Company has been requested to register pursuant to Section 2.02 or otherwise by notice delivered to the Company within 20 days after the Company has given the required notice of such requested registration (which request shall specify the intended method of disposition of such Registrable Securities), declared effective by the SEC as soon as practicable thereafter (but not in no event later than 120 days the 90th calendar day after its the receipt of such Registration Request (including, without limitation, the execution of an undertaking a request) and to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Demand Registration Statement continuously effective until the earlier for a period of (i) the third anniversary of the date hereof, (ii) time necessary following the date on which such Demand Registration Statement is declared effective for the underwriters and Selling Demand Shareholders to sell all the Registrable Shares registered pursuant to Securities covered by such Demand Registration Statement, or such shorter period which will terminate when all of the Registrable Securities covered by such Demand Registration Statement have been sold pursuant to such registration statement thereto (including, if necessary, by filing with the SEC a post-effective amendment or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable a supplement to the Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Demand Registration Statement or by the Securities Act, any state securities or “blue sky” laws, or any other rules and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(kregulations thereunder); PROVIDED, HOWEVERprovided, that the Company 30 and 90 day dates referenced above shall be extended to the extent that such Demand Registration Statement is not be obligated filed or declared effective prior to take any action such dates due to effect any such Registrationcircumstances outside of the Company’s control (e.g., qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject unable to service in obtain a required consent or audit report from an outside independent accounting firm with respect to any business acquired by the Company), other than as a result of such jurisdiction. Notwithstanding the foregoing, the Company shall circumstances that could have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement been reasonably anticipated and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed avoided by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental after (except in the case of the preparation of any required financial statements for acquired businesses) receipt of a notice by a Selling Demand Shareholder under this Section 2.01, through the exercise of its reasonable best efforts prior to the Company and its shareholders to file such registration statement 30 or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)90 day dates.

Demand Registration. (a) Upon At any time and from time to time, one or more Initiating Holders may request in writing that all or part of the Registrable Shares shall be registered for sale under the Securities Act. Within 5 days after receipt of a any such request, Company shall give written notice of such request (a "REGISTRATION REQUEST") delivered 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 Company with written requests for inclusion therein within 15 days after the receipt of Company's notice. Thereupon, Company shall effect the registration of all Registrable Shares as to which it has received requests for registration specified in the request for registration. Company shall not earlier than 120 days be required to effect any such registration prior to November 28, 1998; provided, however, that the first anniversary Initiating Holders may request registration hereunder prior to November 28, 1998 and in such event Company shall undertake to issue the notices referred to herein prior to November 28, 1998 so as to permit the filing of registration statement promptly after November 28, 1998. Notwithstanding any other provision of this Agreement from Section 2.2(a), if the managing underwriter advises the Holders holding at least 50% of the aggregate in writing that marketing factors require a limitation of the number of Registrable Shares shares to be underwritten, then outstanding, the Company there shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in be excluded from such registration statement within 10 days after receipt of notice by and underwriting to the extent necessary to satisfy such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt of such Registration Request (including, without limitation, the execution of an undertaking first shares to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement be offered by Company or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and by shareholders other than the Holders, and second, to the extent necessary, and only if all of the shares to be offered by Company and by shareholders other than Holders have been excluded, Registrable Shares registered and the number of shares of Registrable Shares that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Shares held by such Holders. Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to such Registration may be sold in accordance with Rule 144(kthis Section 2.2(a) and to become effective less than 90 days after the effective date of any registration requested pursuant to this Section 2.2(a); PROVIDED, HOWEVER, that the . Company shall not be obligated to take any action required to effect any such Registration, qualification or compliance more than an aggregate of three registrations pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement2.2(a).

Demand Registration. (a) Upon Request by Holders. From and after the date that is thirty (30) days following the date on which the Company is current with respect to the filings with the Commission required to be made by it pursuant to the Exchange Act of 1934, as amended (the "Exchange Act"), if the Company receives a written request from Holders that hold at least ten percent (10%) of the Notes or Warrant Shares, as applicable, originally issued (the "Requesting Holders") that the Company register Registrable Securities held by Requesting Holders (a "Demand Request"), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request ("Request Notice") to all Holders. Each Demand Request shall (x) specify the type and number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of such Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingDemand Request, the Company shall shall: (i) promptly give notice cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities that the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within fifteen (15) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to all non-requesting Holders the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; and (ii) prepare and file with the Commission, within 45 days after use its receipt of commercially reasonable efforts to have such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares Statement declared effective by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall use its reasonable best efforts to effect such Registration SEC as soon as practicable but not later than 120 days after its receipt of such Registration Request thereafter. (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication lawsb); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement).

Demand Registration. (a) At any time after the Shelf Registration Statement referred to in Section 1 is effective, one or more Investors may notify the Company that they intend to offer or cause to be offered in an underwritten public offering all or any portion of their Registrable Securities, provided that the aggregate proceeds expected to be received from the sale of securities requested to be included in such underwritten public offering equals or exceeds $10,000,000. Upon receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to the first anniversary of this Agreement from Holders holding at least 50% of the aggregate of the number of Registrable Shares then outstandingsuch request, the Company shall (i) promptly give deliver notice of the Registration Request such request to all non-requesting Holders and Investors holding Registrable Securities who shall then have five (ii5) prepare and file with Business Days to notify the Commission, within 45 days after its receipt Company in writing of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests their desire to have his Registrable Shares be included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Requestunderwritten 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 inclusion of such Person’s Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its reasonable best efforts to expeditiously effect such Registration as soon as practicable but not later than 120 days after its receipt the filing of such Registration Request (including, without limitation, the execution of an undertaking to file a prospectus supplement or post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until amendment with respect to the earlier underwritten public offering of (i) the third anniversary of the date hereof, (ii) the date on which all Registrable Shares registered pursuant to Securities whose holders request participation in such Registration have been sold pursuant to such registration statement or Rule 144underwritten public offering, and (iii) the date on which, in the opinion of counsel reasonably acceptable but only to the Company and the Holders, all of the Registrable Shares registered pursuant to such Registration may be sold extent provided for in accordance with Rule 144(k)this Agreement; PROVIDED, HOWEVERprovided however, that the Company shall not be obligated to take any action required to effect any such Registration, qualification or compliance an underwritten public offering pursuant to a request under this Section 2 in any particular jurisdiction more than three times. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement or post-effective amendment filed by the Company covering a firm commitment underwritten public offering or, as applicable the filing date of a prospectus supplement related thereto, in which the Company would be required holders of Registrable Securities shall have been entitled to execute join pursuant to Section 3 and in which there shall have been included all Registrable Securities as to which registration shall have been requested. A registration will not count as a general consent requested registration under this Section 2(a) unless and until the registration statement relating to service such registration has been declared effective by the Commission or, if such underwritten public offering is pursuant to a post-effective amendment to the Shelf Registration Statement, such post-effective amendment has been declared effective by the Commission, or, if such underwritten public offering is pursuant to a prospectus supplement to the Shelf Registration Statement, such prospectus supplement has been filed with the Commission; provided however, that the participating Investors holding a majority of process the Registrable Securities being offered by all participating Investors (a “Participating Majority”) may request, in effecting such Registrationwriting, qualification or compliance unless that the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed withdraw a registration statement or defer the updating of any post-effective amendment which has been filed registration statement under this Section 2(a) but has not yet been declared effective, and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if Participating Majority may thereafter request the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file reinstate such registration statement or amendment thereto at such time (post-effective amendment, if permitted under the Securities Act, or continue sales under a filed registration statement) and therefore the holders of Registrable Securities may request that the Company has elected to defer the filing of such file another registration statement (or suspend sales but only to the extent that such Registrable Securities have not already been registered on the Shelf Registration Statement), in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted under a filed registration statementthis Section 2(a).

Demand Registration. (a) Upon From and after the earlier of the date that is one calendar year after the date hereof, after receipt of a written request (a "REGISTRATION REQUEST") delivered not earlier than 120 days prior to from the first anniversary of this Agreement from Holders holding at least owning 50% of the aggregate Registrable Securities of each class requesting that the Company effect the registration of all or a portion of the number Registrable Securities and specifying the intended method or methods of Registrable Shares then outstandingdisposition thereof (a "Holder Notice"), the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commissionshall, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a Registration of the sale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares included in such registration statement within 10 days after receipt of notice by such Holder of the Registration Request. The Company shall as expeditiously as is possible, use its reasonable best commercial efforts to effect such Registration as soon as practicable but not later than 120 days after its receipt the registration for sale under the Securities Act of such Registration Request (including, without limitation, the execution all shares of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration continuously effective until the earlier of (i) the third anniversary of the date hereof, (ii) the date on Registrable Securities which all Registrable Shares registered pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) the date on which, in the opinion of counsel reasonably acceptable to the Company and the has been so requested to register by such Holders, all of to the Registrable Shares registered pursuant extent required to such Registration may be sold permit the disposition (in accordance with Rule 144(k)the intended method or methods thereof, as aforesaid) of such Registrable Securities so registered; PROVIDED, HOWEVER, that the Company shall not be obligated required to effect more than one (1) registration of any Registrable Securities pursuant to this Section 2(a) except as otherwise expressly provided herein. 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 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 written notice sent to the Company by Holders of 50% of the Reduction Shares (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 foregoing offer to sell or resulting sale is then lawful, to repurchase the Reduction Shares at the higher of (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 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 occur at such time within three calendar months after the date that the Company receives the related Repurchase/Register Notice subject to the other provisions of this Section 2(a), and otherwise at such time and place as the Company may determine, and each of the parties hereto agrees to execute and deliver such agreements, instruments, and other documents, and to take any action such other actions, as may be necessary or desirable to effect any such Registrationrepurchase in compliance with all applicable laws. The Company shall respond to 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"), qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which Election Notice shall set forth whether the Company would 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 execute a general consent to service of process in effecting be consummated until as soon as practicable after such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, fair market value has been determined as set forth in the good faith judgment definition of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)Market Price set forth herein.

Demand Registration. In the event that the Company does not file a Registration Statement pursuant to Section 2(a), at any time after the Piggy-Back Registration Period a Holder or Holders owning not less than a majority of the Registrable Securities then issued and outstanding (athe “Demanding Holders”) Upon receipt may demand that the Company file a Registration Statement providing for the resale of a all Registrable Securities then held by the Demanding Holders by giving written request notice (a "REGISTRATION REQUEST"“Demand Notice”) delivered not earlier than 120 days prior to the first anniversary Company, in which case all Holders of this Agreement from Holders holding at least 50% Registrable Securities may have all of their Registrable Securities included on such Registration Statement (a “Demand Registration”), by providing written notice of acceptance to the aggregate of Company. The Demand Notice shall describe the number of Registrable Shares then outstandingSecurities intended to be disposed of and the intended method of disposition. Within five (5) business days of a the Company’s receipt of a Demand Notice, the Company shall (i) promptly give notice will notify all Holders of Registrable Securities of the demand, and each Holder of Registrable Securities who wishes to include all or a portion of such Holder’s Registrable Securities in the Demand Registration Request to all non-requesting Holders and shall so notify the Company within fifteen (ii15) calendar days after the Holder’s receipt of the Company’s notice regarding the Demand Registration. The fifteenth day being the “Demand Date.” The Company shall then prepare and file with the CommissionCommission on or prior to the Filing Date, within 45 days after its receipt of such a “resale” Registration Request a registration statement Statement providing for the purpose of effecting a Registration of the sale resale of all Registrable Shares by the requesting Holders and any other Holder who requests to have his Registrable Shares Securities included in the Demand Notice for an offering to be made on a continuous basis pursuant to Rule 415. Any such registration statement within 10 days after receipt of notice by such Holder of the Registration RequestStatements shall be on Form S-1. The Company shall use its reasonable best efforts to effect cause any such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof, but not later than 120 days after its receipt of in any event prior to the Effectiveness Date, and to keep any such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities and real estate syndication laws); and shall keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the third anniversary of the date hereof, when all Registrable Securities covered by such Registration Statement have been sold or (iiy) the date on which all the Registrable Shares registered Securities may be sold without any restriction pursuant to such Registration have been sold pursuant to such registration statement or Rule 144, and (iii) 144 as determined by the date on which, in the opinion of counsel reasonably acceptable to the Company and the Holders, all of the Registrable Shares registered pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall request that the effective time of any such Registration may be sold in accordance with Rule 144(k); PROVIDED, HOWEVER, that Statement is 5:00 p.m. Eastern Time on the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to service in such jurisdiction. Notwithstanding the foregoing, the Company shall have the right (the "SUSPENSION RIGHT") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Company shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement)Effectiveness Date.