Common use of Demand Registration Clause in Contracts

Demand Registration. (a) If at any time any Holder shall request the Company in writing to register under the Securities Act all or a part of the Registrable Securities held by such Holder (a "Demand Registration"), the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information.

Demand Registration. Upon the written request (aa “Notice”) If by a Principal Holder, Legacy Holder or any other Holder owning or controlling at any time any Holder shall request the Company in writing to register under the Securities Act all or a part least five percent (5%) of the then outstanding Registrable Securities held by such Holder (a "Demand Registration"subject to adjustment pursuant to Section 3.04), the Company shall file with the Commission, as soon as reasonably practicable, but in no event more than 30 days following the receipt of the Notice, a registration statement (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities (which may, at the option of the Holders giving such Notice, be a registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”)); provided that in no event shall the Company be required to file a Registration Statement prior to the date that is 90 days after the consummation of the Transactions. The Company shall use all its commercially reasonable efforts to cause each Registration Statement to be filed and declared effective by the Commission as soon as reasonably practicable (but in no event later than after the 45th day after such Holder's request is made) a registration statement providing initial filing of the Registration Statement. Any Registration Statement shall provide for the sale resale pursuant to any method or combination of all such Registrable Securities to be registered by such Holder, including, but not limited methods legally available to, a sale of such Registrable Securities in connection with and requested by, the issuance Holders of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand covered by such Registration Statement." The . To the extent the initial Registration Statement is not made on Form S-3, the Company mayshall, if permitted by law, effect any registration pursuant upon becoming eligible to this Section 2(a) by the filing of file a registration statement on Form S-3, prepare and file a new Registration Statement on Form S-3 to replace the initial Registration Statement and use its best efforts to cause such subsequent Registration Statement to be declared effective by the Commission as soon as reasonably practicable thereafter. HoweverThe Company shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, if supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such registration involves an underwritten public offering Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective (and the managing underwriter(sdocuments incorporated therein by reference) at shall comply as to form in all material respects with all applicable requirements of the Securities Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Holder shall be limited to two demand registrations under this Section 2.01 in any time twelve-month period (provided, however, that there shall notify be no limit on the Company in writing that, in number of Shelf Registration Statements that may be required by the sole judgment of such managing underwriter(sHolders hereunder), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, and the Company shall use all reasonable efforts not be obligated to supplement or amend file more than one Registration Statement within 120 days after the registration statement to include such informationeffective date of any Registration Statement filed by the Company.

Demand Registration. (a) If at (i) Distribution shall have the right, on not more than four occasions in the aggregate, and no more frequently than once during any time any Holder shall request six-month period, to require the Company in writing to register for offer and sale under the Securities Act (a "Demand") all or a part portion of the Registrable Securities held by Distribution, subject to the restrictions set forth herein; provided that Distribution shall not be entitled to make a Demand hereunder unless the Registrable Securities subject to such Holder Demand represent at least 7% of the aggregate shares of Company Common Stock then issued and outstanding. As promptly as practicable after the Company receives from Distribution a notice pursuant to this Section 2(a) (a "Demand RegistrationNotice"), demanding that the Company register for offer and sale under the Securities Act Registrable Securities, subject to Section 2(b), the Company shall (i) use all reasonable efforts to file as promptly as reasonably practicable with the Commission a Registration Statement relating to the offer and sale of the Applicable Securities on such form as the Company may reasonably deem appropriate (provided that the Company shall not, unless the Company otherwise determines, be obligated to register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis) and, thereafter, (ii) after the filing of an initial version of the Registration Statement, use reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the date of filing of such Registration Statement; provided, however, that Distribution shall not be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless Distribution has made an Election. Subject to Section 2(b), the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement each Registration Statement continuously effective and in order to permit the Prospectus forming a part thereof to be usable by Distribution for resale resales of Registrable Securities for so long an Effectiveness Period ending on the earlier of (i) 30 days from the Effective Time of such Registration Statement and (ii) such time as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities of such securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) been disposed of by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationselling securityholders.

Demand Registration. (a) If at 2.1 At any time any Holder shall following the third anniversary of the Closing (the "Demand Period"), TIC and each of S, Alliance and Macronix, may request the Company in writing to register that all or part of their Registrable Securities be registered under the Securities Act all or a part of and/or listed so as to be eligible for public trading on any securities exchange on which the Registrable Securities held by such Holder Ordinary Shares are otherwise traded (a "Demand RegistrationDemand"); provided, however, the initiation of such a Demand may not be made by a Holder that holds under 1,500,000 Ordinary Shares. In addition, at any time during the Demand Period, members of the Purchaser Group holding a majority of the Purchaser Group Registrable Securities may jointly initiate an additional Demand. Notwithstanding the foregoing, in the event that, pursuant to Section 5.3 of the Additional Purchase Obligation Agreement, a member of the Purchaser Group that holds at least 800,000 Ordinary Shares does not exercise any of its Additional Purchase Obligations, the right of such member of the Purchaser Group to initiate a Demand shall be accelerated to the tenth day after the date upon which the event giving rise to the right of such member of the Purchaser Group not to exercise the Additional Purchase Obligation occurs. Upon receipt of a Demand of a member or members of the Purchaser Group, the Company will promptly give written notice of such Demand to TIC and to all other members of the Purchaser Group and the Company shall effect the registration of all Registrable Securities for which registration has been requested including Registrable Securities which the Company has been requested to register by TIC or members of the Purchaser Group by written request given to the Company within 30 days after the giving of such written notice by the Company. The Company shall use all reasonable its best efforts to cause to be filed and declared have a Demand become effective as soon as reasonably practicable (but in no event later than by the 45th 60th day after a member of the Purchaser Group makes such Holder's request is made) a registration statement providing for Demand and, shall keep such Demand effective until the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale distribution of such Registrable Securities in connection with registered pursuant thereto is complete, if underwritten, or, otherwise, for 180 days. Upon receipt of a Demand of TIC, the issuance Company will promptly give written notice of any securities convertible into or exchangeable or exercisable for Registrable Securities or such Demand to all members of the sale Purchaser Group and the Company shall effect the registration of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of all Registrable Securities for so long as the Holder whose which registration has been requested including Registrable Securities are included therein shall requestwhich the Company has been requested to register by members of the Purchaser Group by written request given to the Company within 30 days after the giving of such written notice by the Company. The Company shall be obligated use its best efforts to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) become effective by the filing of a registration statement on Form S-3. However60th day after TIC makes such Demand and, if shall keep such registration involves an underwritten public offering and Demand effective until the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering distribution of such Registrable SecuritiesSecurities registered pursuant thereto is complete, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationif underwritten, or, otherwise, for 180 days.

Demand Registration. Beginning on the earlier of (ai) If at any time any Holder shall request February 19, ------------------- 2001, or (ii) one year after the Company in writing to register under the Securities Act all or a part Company's Initial Public Offering, if Holders of more than 66-2/3% of the Registrable Securities held request that the Company file a registration statement for the lesser of 50% of the outstanding Registrable Securities or a number of shares yielding gross aggregate proceeds in excess of $15,000,000, then the Company will (x) promptly give written notice of the proposed registration to all other Holders, and (y) use its reasonable best efforts to cause such shares to be registered (together with any Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such Holder written notice from the Company); provided, however, that (a "Demand Registration"), a) the Company shall use all reasonable efforts not be required to cause effect any such registration within one-hundred eighty (180) days prior to be filed its good faith estimate of the date of the filing of, and declared one-hundred eighty (180) days following the effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) date of, a registration statement providing for the sale of all such Registrable Securities pertaining to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering of the Company's securities, (b) such registration obligation shall be deferred for not more than sixty days if the Company furnishes the requesting holders with a certificate of the President of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company or its shareholders for a registration statement to be filed in the near future, but the Company shall not be entitled to such deferral more than twice in any 12- month period and (c) the Company shall not be obligated to effect more than a total of two such demand registrations. Any such registration shall be firmly underwritten by an underwriter of nationally recognized standing which shall be mutually agreeable to the Company and a majority in interest of the Holders requesting the registration. If any Holder disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the managing underwriter(sHolders making the request. The Registrable Securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) at any time shall notify days after the Company in writing effective date of such registration; provided, however, that, in if by the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall use offer to all reasonable efforts to supplement or amend Holders who have included Registrable Securities in the registration statement the right to include additional Registrable Securities. Holders shall be so entitled to include additional Registrable Securities in the registration upon written notice within 10 days of such informationoffer being made.

Demand Registration. (a) If at any Any time any Holder shall request after the earlier of (i) December 31, 2018 and (ii) 180 days after a Qualified IPO, an Investor Majority may notify the Company in writing that they intend to register under the Securities Act offer or cause to be offered for public sale all or a part any portion of the their Registrable Securities held by in the manner specified in such Holder (a "Demand Registration")request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all 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 all reasonable its best efforts to cause expeditiously file a Form S-1 covering all Registrable Securities whose holders request participation in such registration under the Securities Act, but only to the extent provided for in this Agreement; provided, however, that the Company shall not be filed and declared required to effect or pay for registration pursuant to a request under this Section 2 more than two (2) times. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) date of a registration statement providing for filed by the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, Company covering a sale of such Registrable Securities firm commitment underwritten public offering in connection with which the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale holders of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees shall have been entitled to use its reasonable efforts join pursuant to keep any such registration statement continuously effective Section 4 and usable for resale of in which there shall have been effectively registered all Registrable Securities for so long as the Holder whose Registrable Securities are included therein to which registration shall requesthave been requested. The Company shall be obligated to file A registration statements pursuant to will not count as a requested registration under this Section 2(a) unless and until all Registrable Securities have ceased to be Registrable Securities. Each the registration statement filed pursuant relating to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company maysuch registration has been declared effective by the Commission at the request of the initiating shareholders; provided, if permitted by lawhowever, effect any that the holders that participate in such registration pursuant to this Section 2(a) by and hold at least sixty percent (60%) of Registrable Securities (the filing of “Withdrawing Holders”) may request, in writing, that the Company withdraw a registration statement on Form S-3. Howeverwhich has been filed under this Section 2(a) but has not yet been declared effective, and the Withdrawing Holders may thereafter request the Company to reinstate such registration statement, if such permitted under the Securities Act, or to file another registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing thatstatement, in accordance with the sole judgment procedures set forth herein and without reduction in the number of such managing underwriter(sdemand registrations permitted under this Section 2(a), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information.

Demand Registration. (aSubject to Sections 2.2(c) If and 3 hereof, at any time any Holder shall request after 14 months after the closing date of the IPO, if the Company in writing (i) is not eligible to register under use Form S-3 (or similar or successor form) or (ii) has failed to file the Securities Act Shelf Registration Statement, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all or a part of the their Registrable Securities held registered for sale by such Holder the Company (a "“Demand Registration"”), . Each Demand Registration Notice shall specify the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale number of all such Registrable Securities to be registered by such Holderthe Company. Upon receipt of a Demand Registration Notice from the Holders of at least 25% of the Registrable Securities, including, but if the Company has not limited to, a sale of already caused such Registrable Securities to be included as part of an existing Registration Statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission and which remains in connection effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2), then the Company will cause to be filed with the issuance Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than ninety (90) days following receipt of any securities convertible into such notice, a new Registration Statement and related prospectus that complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or exchangeable or exercisable for group of Holders of the Registrable Securities or (the sale of Registrable Securities upon conversion“Demand Registration Statement”), exercise or exchange thereof. The Company and agrees (subject to Section 3 hereof) to use its commercially reasonable efforts to keep any such registration statement continuously cause the Demand Registration Statement to be declared effective and usable for resale of Registrable Securities for so long by the Commission as soon as practicable following the Holder whose Registrable Securities are included therein shall requestfiling thereof (if it is not an automatically effective Registration Statement). The Company shall be obligated give written notice of the proposed filing of the Demand Registration Statement to file registration statements pursuant to this Section 2(a) until all Holders of Registrable Securities have ceased as soon as practicable, and each Holder of Registrable Securities who wishes to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "participate in such Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time Statement shall notify the Company in writing thatwithin five (5) Business Days after the receipt by the Holder of the notice from the Company, and shall specify in such notice the number of Registrable Securities to be included in the sole judgment Demand Registration Statement. Subject to Section 3 hereof, the Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of such managing underwriter(s)any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of the Demand Registration Statement, inclusion of some or (ii) the date on which all of the information required Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which all Registrable Securities covered by such Demand Registration Statement are no longer Registrable Securities. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to or after receiving a more detailed form specified Demand Registration Notice from any Holder, include all of any Holder’s Registrable Securities or any portion thereof in any Registration Statement, including by virtue of adding such notice is Registrable Securities as additional securities to an existing Registration Statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) so long as such Registration Statement remains effective and not the subject of material importance any stop order, injunction or other order of the Commission) (any such Registration Statement, an “Other Registration Statement”). Furthermore, notwithstanding any provision of this Section 2.2(a) to the success of the public offering of such Registrable Securitiescontrary, the Company shall use have the option, in its sole discretion, to register pursuant to any Demand Registration Statement or Other Registration Statement, along with Registrable Securities that Holders have requested to be included in such Demand Registration Statement in accordance with this Section 2.2(a), any or all reasonable efforts to supplement or amend the registration statement to include such informationadditional Registrable Securities that are outstanding.

Demand Registration. (a) If at any time any Holder shall request On or prior to each Filing Date, the Company in writing to register under shall prepare and file with the Securities Act Commission a Registration Statement covering the resale of all or a part such maximum portion of the Registrable Securities held as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of 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. The Registration Statement shall be on Form S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in which case such Holder registration shall be on another appropriate form in accordance herewith) and shall contain (a "Demand Registration")unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use all reasonable its best efforts to cause a Registration Statement to be filed and declared effective under the Securities Act as soon promptly as reasonably practicable (possible after the filing thereof, but in no any event later than prior to the 45th day applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Holder's request is made) Registration Statement, file a registration statement providing final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the sale registration of all such or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by such Holder, including, but not limited to, a sale warrants and other derivative securities of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing thatthen subject to registration under the Registration Statement (applied, in the sole judgment case that some warrants may be registered, on a pro rata basis based on the total number of such managing underwriter(sunregistered warrants), inclusion of some second by securities held directly or all indirectly by either a director or officer of the information required in a more detailed form specified in such notice is Company or holder of material importance to the success greater than ten percent (10%) of the public offering Company’s securities, except for Purchasers or affiliates thereof, and third by the remaining Common Stock (applied, in the case that some Common Stock may be registered, on a pro rata basis based on the total number of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationunregistered Common Stock).

Demand Registration. (a) If at At any time following the Closing and expiration or waiver of any Holder shall lockup applicable to such Holders party hereto, the Initiating Holders may request the Company in writing to register under the Securities Act that all or a part of the Registrable Securities held by such Holder them shall be registered under the Securities Act (a "“Demand Registration"”). Within ten (10) days after receipt of any such request, the Company shall use give written notice of such request to the other Holders and shall include in such registration all reasonable efforts Registrable Securities held by all such Holders who wish to cause 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 be filed and declared effective 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 reasonably practicable practicable; provided that (but in no event later than i) the 45th day after such Holder's request is madeCompany shall not be required to effect any registration under this Section 2.3 (x) within a period of ninety (90) days following the effective date of a previous registration statement providing for the sale of all such and (y) with respect to Registrable Securities with a total offering price not reasonably expected to be registered by such Holderexceed, includingin the aggregate, but $50 million, and (ii) this provision shall not limited to, apply if a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees shelf registration on Form F-3 has been filed pursuant to use its reasonable efforts to keep any such registration statement continuously Section 2.5 and is effective and usable available for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requestuse. The Company shall not be obligated required to file effect more than (A) one (1) registration statements under this Section 2.3 requested by the ION Holders and (B) two (2) 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 the Chief Executive Officer of the Company stating that in the good faith judgment of the board of directors (the “Board”) it would be seriously detrimental to the Company or its shareholders for a registration under this Section 2.3 to be effected at such time, the Company shall have the right to defer such registration for a period of not more than one hundred and twenty (120) days after receipt of the request of the Initiating Holders under this Section 2.3, provided that the Company shall not utilize this right more than once in any twelve (12) month period. The Initiating Holders may elect to withdraw from any offering pursuant to this Section 2(a2.3 by giving written notice to the Company and the underwriter(s) until 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 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 have ceased 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 SecuritiesSecurities held by each such Initiating Holder or other Holder, as applicable) prior to any other shares of the Company, including shares held by persons other than Holders. Each The Company shall not register securities for sale for its own account in any registration statement filed requested pursuant to this Section 2(a) is hereinafter referred 2.3 unless permitted to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) do so by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all written consent of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationInitiating Holders.

Demand Registration. (a) If 4.1 If, at any time any Holder shall request after the Required Filing Date and prior to the expiration of the Effectiveness Period, (i) (A) additional Registrable Securities, which have not been included in the Shelf Registration Statement of the Company in writing pursuant to register under Section 3.1 above, are issued or issuable to, or otherwise acquired by, a Designated Holder or (B) a Registration Statement covering the Securities Act sale of all or a part of the Registrable Securities held is not then effective and available for sales thereof by a Designated Holder for any reason (other than the fault of such Designated Holder or as a result of a suspension or discontinuance or restriction permitted under Section 7.4, Section 7.5 or Section 7.6), and (ii) the Company receives from one or more Designated Holders a "written request (the “Demand Registration"Request”) (which request shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by the Designated Holders), the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable practicable, file and use reasonable best efforts to effect no more than two (2) such registrations during the period from the Required Filing Date to the expiration of the Effectiveness Period (but in no event later not more frequently than the 45th once per 180 day after such Holder's request is madeperiod) a registration statement providing for and to permit or facilitate the sale and distribution of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requestSecurities. The Company shall be obligated file a Shelf Registration Statement on a Form F-3 no later than thirty (30) days following its receipt of a Demand Request; provided that if the Company is required to file registration statements pursuant the Registration Statement on a Form F-1, then the Company shall have seventy-five (75) days from the date of its receipt of a Demand Request to this Section 2(aprepare and file the Registration Statement. The Company shall give written notice at least fifteen (15) until days prior to filing the Registration Statement to all Designated Holders and shall include in such Registration Statements all Registrable Securities have ceased of any Designated Holder that has delivered a written request to be the Company to include its Registrable Securities. Each registration statement filed pursuant Securities at least five (5) days prior to this Section 2(a) is hereinafter referred to as a "Demand the filing date of the applicable Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information.

Demand Registration. (a) If at At any time any Holder following the Effective Date, the Selling Shareholder shall have the right to request in writing (which request shall specify the Registrable Securities intended to be disposed of and the intended method of distribution thereof) that the Company in writing register any and all of the Selling Shareholder’s Registrable Securities by filing with the SEC a registration statement covering such Registrable Securities (a “Demand Registration Statement”). Upon the receipt of such a request, the Company shall, not later than the 45th calendar day after the receipt of such a request, cause to register be filed a Demand Registration Statement providing for the registration under the Securities Act all or a part of the Registrable Securities held by such Holder (a "Demand Registration"), which the Company has been so requested to register by the Selling Shareholder, 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 all reasonable its best efforts to cause to be filed and have such Demand Registration Statement declared effective by the SEC or otherwise become effective as soon as reasonably practicable thereafter (but in no event later than the 45th 75th calendar day after the receipt of such Holder's request a request) and to keep such Demand Registration Statement continuously effective for 120 calendar days following the date on which such Demand Registration Statement is made) a registration statement providing for declared effective by the sale of SEC or has otherwise become effective or such shorter period terminating when all such the Registrable Securities to be registered covered by such Holder, Demand Registration Statement have been sold pursuant thereto (including, but not limited toif necessary, a sale of such Registrable Securities in connection by filing with the issuance of any securities convertible into SEC a post-effective amendment or exchangeable or exercisable for Registrable Securities a supplement to the Demand Registration Statement or the sale of Registrable Securities upon conversion, exercise related prospectus or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) required by the filing of a rules, regulations or instructions applicable to the registration statement on Form S-3. However, if such registration involves an underwritten public offering and form under the managing underwriter(s) at any time shall notify Securities Act used by the Company in writing thatfor such Demand Registration Statement or by the Securities Act, in the sole judgment of such managing underwriter(sany state securities or “blue sky” laws, or any other rules and regulations thereunder), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information.

Demand Registration. (aSubject to Sections 2.1(f) If and 2.2 hereof, at any time any after the date that is 180 days after the IPO Closing Date, each Holder shall request may deliver to the Company in writing a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to register under the Securities Act have some or all or a part of the its Registrable Securities held by such Holder (a "Demand Registration"), registered for resale and specifying the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale number of all such Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, includingif 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 Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1 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 not limited toin 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 Securities on a delayed or continuous basis (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 in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereofSecurities. The Company agrees (subject to Section 2.2 hereof) to use its commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to 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 Registrable Securities as additional securities to a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1(a) with respect to the Registrable Securities so included, so long as such registration statement continuously remains effective and usable for resale not the subject of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company mayany stop order, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some injunction or all other order of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationCommission).

Demand Registration. Commencing on or after the six (a) If at 6)-month anniversary of the date of this Agreement and from time to time so long as there are any time any Holder shall request Registrable Securities outstanding, if the Company is not eligible to file a Shelf Registration Statement under SEC Guidance, if the Company has not caused a Shelf Registration Statement to be declared effective by the Commission in writing accordance with Section 2.4(a) or if the Shelf Registration Statement shall cease to register be effective, subject to the minimum size limitations in Section 2.5(a), the Holder(s) holding a majority of Registrable Securities then outstanding may collectively make one or more written requests to the Company for registration under the Securities Act of all or a part of its or their Common Stock constituting Registrable Securities, including for the Registrable Securities held by such Holder avoidance of doubt shares of Common Stock issued or issuable upon exercise of the Warrants and shares of Common Stock issued or issuable upon exchange of Common Partnership Units (a "“Demand Registration"”), . The Holder(s) submitting the request for a Demand Registration shall concurrently provide written notice of the proposed registration to all other Holders. The Company shall use all reasonable efforts to cause to be filed prepare and declared effective file with the Commission as soon as reasonably practicable thereafter (but in no event later than the 45th day sixty (60) days after such Holder's request is made) for a registration statement providing for the sale of all such Registrable Securities to be registered by such HolderDemand Registration), including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3an appropriate form which the Company is then eligible to use under SEC Guidance with respect to any Demand Registration (a “Demand Registration Statement”), and shall use its reasonable best efforts to cause any such Demand Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. However, if such registration involves an underwritten public Any request for a Demand Registration will specify the number of shares of Registrable Securities proposed to be sold in the offering and thereof; provided that the managing underwriter(srequesting 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 being declared effective by the Commission, in each case subject to the minimum size limitations in Section 2.5(a). Under no circumstances shall notify the Company be obligated to effect more than two (2) Demand Registrations in writing that, in any twelve (12)-month period. Any Demand Registration shall be on Form S-3ASR (or any successor form thereto) to the sole judgment extent available for such Demand Registration pursuant to SEC Guidance. The “Plan of such managing underwriter(s), inclusion of some or all Distribution” section of the information required in a more detailed form specified in such notice is Demand Registration Statement shall permit all lawful means of material importance to the success disposition of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationincluding firm-commitment underwritten public offerings, Alternative Transactions and sales not involving a public offering.

Demand Registration. (a) If at any time any Holder The Holders shall have the right after the IPO Date to request the Company in writing to register under the Securities Act all or (a part of “Request”) (which request shall specify the Registrable Securities held intended to be disposed of by such Holder Holders and the intended method of distribution thereof, including in a Rule 415 Offering, if Covisint is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) that Covisint register such portion of such Holders’ Registrable Securities as shall be specified in the Request (a "“Demand Registration")”) by filing with the Commission, as soon as practicable thereafter, but not later than the Company 45th day (or the 75th day if the applicable registration form is other than Form S-3) after the receipt of such a Request by Covisint, a registration statement (a “Demand Registration Statement”) covering such Registrable Securities, and Covisint shall use all commercially reasonable efforts to cause to be filed and declared have such Demand Registration Statement become effective with the Commission concurrently with filing or as soon as reasonably practicable (thereafter, but in no event later than the 45th 90th day (or the 105th day if the applicable registration form is other than Form S-3) after the receipt of such Holder's request a Request, and, subject to Section 2.4, to keep such Demand Registration Statement Continuously Effective for a period of at least twenty-four (24) months, in the case of a Rule 415 Offering, or, in all other cases, for a period of at least 180 days following the date on which such Demand Registration Statement is made) a registration statement providing declared effective (or for such shorter period which will terminate when all of the sale of all such Registrable Securities to be registered covered by such HolderDemand Registration Statement shall have been sold pursuant thereto), including, but not limited toif necessary, a sale of such Registrable Securities in connection by filing with the issuance of any securities convertible into Commission a post-effective amendment or exchangeable or exercisable for Registrable Securities a supplement to the Demand Registration Statement or the sale of Registrable Securities upon conversion, exercise related prospectus or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) required by the filing of a rules, regulations or instructions applicable to the registration statement on Form S-3. Howeverform used by Covisint for such Demand Registration Statement or by the Securities Act, if the Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided that such registration involves an underwritten public offering and period during which the managing underwriter(s) at any time Demand Registration Statement shall notify the Company in writing thatremain Continuously Effective shall, in the sole case of an Underwritten Offering, and subject to Section 2.4, be extended for such period (if any) as the underwriters shall reasonably require, including to satisfy, in the judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance counsel to the success of the public offering of such Registrable Securitiesunderwriters, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationany prospectus delivery requirements imposed by applicable law.

Demand Registration. (a) If at At any time (and from time to time) after the earlier of (x) 180 days after the effective date of the registration statement for the IPO and (y) the expiration of the period during which the managing underwriters for the IPO shall prohibit the Issuer from effecting any Holder other public sale or distribution of Registrable Securities, the Issuer shall receive a request (each such request, a “Demand Request”) from Buyer or L Brands (each such Person (together with its permitted assigns, a “Requesting Shareholder”) that the Company in writing to register Issuer effect the registration under the Securities Act of all or a part any portion of the such Requesting Shareholder’s Registrable Securities held by such Holder on Form S-3 (a "“Short Form Registration”) or, only if the Issuer is not eligible to use Form S-3 at such time, Form S-1 (or any successor form thereto) (a “Long Form Registration,” and together with a Short Form Registration, (a “Demand Registration"”), the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company Partnership shall provide the notices and take the actions set forth in the immediately following paragraph. Each Demand Request shall specify the aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. Promptly upon delivery of the Demand Request, the Issuer shall as soon as practicable, and in any event within 90 days, in the case of a request for a Long Form Registration, and within 45 days, in the case of a Short Form Registration, in each case, after the date of the Demand Request, file with the SEC a Registration Statement relating to such Demand Request covering all Registrable Securities requested to be included in such registration, as specified in the Demand Request (provided, however, that if a Demand Request is delivered prior to the expiration of the Lock-up Period (as defined below), the Issuer shall not be obligated to file, but shall be obligated to prepare, such Registration Statement prior to the expiration of the Lock-up Period) and use all its reasonable best efforts to supplement or amend cause such Registration Statement to become effective under the Securities Act as promptly as reasonably practicable. The Issuer shall promptly give notice of any Demand Request at least 20 Business Days prior to the anticipated filing date of the registration statement relating to include such information.Demand Registration to the other equityholders of the Issuer entitled to exercise registration rights (together with their respective permitted assigns, (the “Shareholders”) and shall use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act, as detailed above, of:

Demand Registration. (a) If at any time any Holder after August 12, 1999, holders of at least 20% of the issued and outstanding Registrable Shares who are entitled to registration rights under this Section 6.02 shall request notify the Company in writing that it or they intend to register offer or cause to be offered for public sale Registrable Shares held by such holders which shares constitute at least twenty percent (20%) of the then outstanding Registrable Shares, then the Company will so notify all holders of Registrable Shares. Upon written request of any holder given within twenty (20) days after the receipt by such holder from the Company of such notification, the Company will use its best efforts to cause such of the Registrable Shares as may be requested by any holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under the Securities Act all or a part as expeditiously as possible; PROVIDED, HOWEVER, that the Company shall not be obligated to request acceleration of the effectiveness of such registration statement prior to November 13, 1999. If the method of distribution of the Registrable Shares by the holders thereof shall be an underwritten public offering, the majority of the holders of the Registrable Shares to be so registered may designate the managing underwriter of such offering subject to the approval of the Company, which approval shall not be unreasonably withheld. The Company shall not be required to file a registration statement with the Commission pursuant to this Section 6.02 at any time while another registration statement (other than on Form S-3 or S-8) of the Company has been filed with the Commission and is not yet effective or within 90 days after the effective date of another registration statement (other than on Form S-3 or S-8) filed by the Company with the Commission. The Company shall not be required to effect more than one registration during any 180 day period pursuant to this Section 6.02. In connection with any request by any holder of Registrable Securities held by such Holder (a "Demand Registration")for registration thereof pursuant to this Section, the Company shall use all reasonable efforts have the right to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by defer the filing of a registration statement on Form S-3. However, with the Commission for up to 30 days after such filing would otherwise be required hereunder if the Company shall furnish to the holders requesting such registration involves an underwritten public offering and a certificate approved by the managing underwriter(s) at any time shall notify the Company in writing Board of Directors stating that, in the sole good faith judgment of such managing underwriter(s)the Company, inclusion of some or all it would be detrimental to the interests of the information required in a more detailed form specified in Company for such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include be filed at such informationtime.

Demand Registration. (a) If at a)At any time any Holder shall after 180 days after the IPO, each of Pernix, each 1992 Fund and each Whitebox Fund (the “Requesting Stockholders”) may request the Company in writing to register registration under the Securities Act of all or a part any portion of the their Registrable Securities held by 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 Holder (a "Demand Registration")request, the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable promptly (but in no event later than the 45th day after ten (10) days following receipt thereof) deliver notice of such Holder's request is made) a registration statement providing for the sale of to all such other Stockholders holding Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be registered by included in such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereofregistration. The Company agrees shall prepare and file with (or confidentially submit to) the Commission a Registration Statement on Form S-1 or any successor form thereto covering all of the Registrable Securities that the Requesting Stockholders have requested to be included in such Long-Form Registration within sixty (60) days after the date on which the initial request is given and shall use its reasonable efforts to keep any cause such registration statement continuously Registration Statement to be declared effective and usable for resale of Registrable Securities for so long by the Commission as the Holder whose Registrable Securities are included therein shall requestsoon as practicable thereafter. The Company shall not be obligated required to file registration statements pursuant to effect a Long-Form Registration more than three (3) times 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(a) unless and until all it has become effective and the Stockholders requesting such registration are able to register and sell at least fifty percent (50%) of the Registrable Securities have ceased requested to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified included in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationregistration.

Demand Registration. (a) If at At any time any Holder shall after the earlier of 180 days after the IPO or five (5) years after the date of this Agreement, holders of a majority of the Registrable Securities then outstanding may request (the Company in writing to register “Registration Request”) registration under the Securities Act of all or a part any portion of the their Registrable Securities held by pursuant to a Registration Statement on Form S-1 or any successor form thereto (each, a “Long-Form Registration”). Each Registration 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 Holder (a "Demand Registration")Registration Request, the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable promptly (but in no event later than the 45th day after such Holder's request is made15 days following receipt thereof) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale deliver notice of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale Registration Request to all other holders of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees who shall then have 15 days from the date such notice is given to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing thatof their desire to be included in such registration. The Company shall prepare and file with (or confidentially submit to) the Commission a 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 90 days after the date on which the Registration Request is given (the “Long-Form Filing Deadline”) and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter (but, in the sole judgment case of any such managing underwriter(s)Long-Form Registration filed after the IPO only, inclusion in no event later than the 45th calendar day following the date on which such Long-Form Registration Statement is required to be filed hereunder (or, in the event of some or all of a “full review” by the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable SecuritiesCommission, the 90th calendar day following the date such Long-Form Registration Statement is required to be filed hereunder) (the “Post-IPO Long-Form Effectiveness Deadline”)). The Company shall use all reasonable efforts not be required to supplement or amend effect a Long-Form Registration more than two (2) times for the registration statement to include such informationholders of Registrable Securities as a group.

Demand Registration. (aUpon written request of the Holder(s) If of at least a majority of the then outstanding Warrants and Warrant Shares made at any time any Holder shall request within the Company in writing to register under period commencing one year and ending six years after the Securities Act all or a part of the Registrable Securities held by such Holder (a "Demand Registration")Effective Date, the Company shall use all file within a reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but period of time and, in any event within the time period provided in Section 12.3(a) after receipt of such written request, at its sole expense, on no event later more than the 45th day after such Holder's request is made) two occasions, a registration statement providing for under the sale Act registering the Warrant Shares. Within 15 days after receiving any such notice, the Company shall give notice to the other Holders of all the Warrants and the Warrant Shares advising that the Company is proceeding with such Registrable Securities registration statement, and offering to be registered by such Holder, including, but not limited to, a sale include therein the Warrant Shares of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requestother Holders. The Company shall not be obligated to include the Warrant Shares of any such other Holder in such registration unless such other Holder shall accept such offer by notice in writing to the Company within 15 days after receipt of such notice from the Company. The Company shall use its reasonable best efforts to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each and cause such registration statement filed pursuant to this become effective as promptly as practicable and to remain effective for the period of time provided in Section 2(a12.3, to reflect in the registration statement financial statements that are prepared in accordance with Section 10(a)(3) is hereinafter referred of the Act, and to as amend or supplement such registration statement to reflect any facts or events arising that, individually or in the aggregate, represent a "Demand Registration Statement." The Company may, if permitted by law, effect material change in the information set forth in the registration statement to enable any Holders of Warrants to exercise warrants and/or sell the underlying Warrant Shares during such time period provided in Section 12.3. If any registration pursuant to this Section 2(a12.1 is an underwritten offering, the Holders of a majority of the Warrant Shares to be included in such registration will select an underwriter (or managing underwriter if such offering should be syndicated) approved by the filing of a registration statement on Form S-3Company, such approval not to be unreasonably withheld. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company Notwithstanding anything in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance this Warrant Agreement to the success of the public offering of such Registrable Securitiescontrary, the Company shall use all be entitled to postpone for a reasonable efforts to supplement period of time (not exceeding 60 days in any 12-month period) the filing or amend the effectiveness of any registration statement otherwise required to include such information.be prepared and filed by it pursuant to

Demand Registration. (ai) If Investors holding at any time any Holder shall least 33% of the Registrable Conversion Securities (the “Requesting Conversion Holders”) may make a written request the Company in writing to register for registration under the Securities Act all or a part on Form S-3 of the Registrable Conversion Securities held by such Holder (a "“Demand Conversion Registration"”), ; provided that the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements effect a Demand Conversion Registration for the Registrable Conversion Securities prior to the one (1) year anniversary of the date of Second Closing (as defined in the Purchase Agreement) or for more than an aggregate of three (3) Demand Conversion Registrations for the Registrable Conversion Securities pursuant to this Section 2(a). Investors holding in the aggregate Registrable Warrant Securities with a value of at least $2,000,000 (valued based on the Exercise Price (as defined in the Warrant)) until all (the “Requesting Warrant Holders”) may make a written request for registration under the Securities Act on Form S-3 of the Registrable Warrant Securities have ceased (a “Demand Warrant Registration”); provided that the Company shall not be obligated to be effect a Demand Warrant Registration for the Registrable Warrant Securities prior to the three (3) year anniversary of the date of the First Closing (as defined in the Purchase Agreement) or more than an aggregate of two (2) Demand Warrant Registrations for the Registrable Warrant Securities pursuant to this Section 2(a). Upon receipt of a request for a Demand Conversion Registration or a Demand Warrant Registration, the Company will use commercially reasonable best efforts to effect the registration on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of the Registrable Securities, subject to the consent of the Investors, which consent will not be unreasonably withheld). Each A registration will not count as a Demand Conversion Registration or a Demand Warrant Registration until the registration statement filed pursuant to this Section 2(a) is hereinafter referred to such Demand Conversion Registration or a Demand Warrant Registration, as a "Demand Registration Statement." The Company mayapplicable, if permitted by law, effect any registration pursuant to this Section 2(a) has been declared effective by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering Commission and remains effective for the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form period specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationSection 3(a).

Demand Registration. (a) If at At any time after the first anniversary of the closing of the Company's initial public offering, subject to the conditions set forth in this Agreement, any Holder shall of the Holders of the Registrable Shares (as hereinafter defined), may request that the Company in writing cause to register be filed as soon as practicable, a registration statement (a "Shelf Registration Statement") under Rule 415 under the Securities Act relating to the sale by the Holder of all or a part but not less than all of the shares received by the Holders pursuant to the Formation Agreements (the "Registrable Securities held by Shares") in accordance with the terms hereof. Upon receipt of any such Holder (a "Demand Registration")request, the Company shall promptly give written notice of such proposed registration to all Holders of the Registrable Shares. Such Holders shall have the right, by giving written notice to the Company within fifteen (15) days after the notice referred to in the preceding sentence has been given by the Company to elect to have included in the Shelf Registration Statement such of their Registrable Shares as such Holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use all reasonable efforts to cause such Registration Statement to be filed and declared effective by the Securities and Exchange Commission (the "SEC") for all Registrable Shares which the Company has been requested to register as soon as reasonably practicable thereafter. The Company shall not be required to file and effect more than one (but in no event later than the 45th day after such Holder's request is made1) a registration statement providing for the sale of all such Registrable Securities Shelf Registration Statement pursuant to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereofthis Section 1(a). The Company agrees to use its reasonable efforts to keep any such registration statement the Registration Statement continuously effective and usable for resale until the earliest of (a) the date on which the Holders no longer hold any Registrable Securities for so long as Shares registered under the Holder whose Registration Statement, (b) the date on which the Company has caused to be delivered to the Holders an opinion of counsel, which counsel must be reasonably acceptable to each Holder, stating that the Registrable Securities are included therein shall request. The Company shall Shares may be obligated to file registration statements sold during a single period of 90 days by the Holders pursuant to this Section 2(a) until all Registrable Rule 144 promulgated under the Securities have ceased Act without regard to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering volume limitations and the managing underwriter(s) at any time shall notify that the Company in writing thathas, in on the sole judgment date of such managing underwriter(s)opinion, inclusion of some satisfied the necessary informational requirements under Rule 144 or all (c) the third anniversary of the information required in a more detailed form specified in such notice is of material importance to the success of the Company's initial public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationoffering.

Demand Registration. (a) If at At any time any Holder shall and from time to time after the date the Class A Common Stock beneficially held by the Holders is transferable separate and apart from the Notes, the Holders owning, individually or in the aggregate, not less than the Requisite Securities may make a written request the Company in writing to register for registration under the Securities Act of all or a any part of the their Registrable Securities held by such Holder (a "Demand Registration"). As promptly as practicable, but in any event within 45 days of the receipt of such written request for a Demand Registration, the Company shall file with the SEC and use all reasonable its best efforts to cause to be filed and declared become effective as soon as reasonably practicable (but in no event later than under the 45th day after such Holder's request is made) Securities Act a registration statement providing for the sale of all Registration Statement with respect to such Registrable Securities to be registered by Securities. Any such Holder, including, but not limited to, a sale of such Registrable Securities in connection with request will specify the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale number of Registrable Securities upon conversion, exercise or exchange proposed to be sold and will also specify the intended method of disposition thereof. The Company agrees to use its reasonable efforts to keep any shall give written notice of such registration statement continuously effective and usable for resale request to all other Holders of Registrable Securities for so long as within 15 days after the receipt thereof. Within 20 days after receipt by any Holder whose of Registrable Securities are of such notice from the Company, such Holder may request in writing that such Holder's Registrable Securities be included therein in such Registration Statement and the Company shall requestinclude in such Registration Statement the Registrable Securities of any such Holder requested to be so included, together with the Registrable Securities requested to be included by the requesting Holders (the "Included Securities"). Each such request by such other Holders shall specify the number of Included Securities proposed to be sold and the intended method of disposition thereof. The Company shall be obligated use its best efforts to file registration statements pursuant to this Section 2(akeep such Demand Registration continuously effective under the Securities Act until at least the earlier of (A) until an aggregate of one year after the effective date thereof or (B) the consummation of the distribution by the Holders of all Registrable Securities have ceased to covered thereby. No securities of the Company other than Registrable Securities shall be included in a Demand Registration. The Holders of Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information.

Demand Registration. (ai) If (A) at any time there is no effective Shelf Registration Statement on file with the Commission under which a Holder could sell all of its Registrable Securities or the General Partner and its Affiliates holds Partnership Securities that they desire to sell and (B) Rule 144 of the Securities Act (or any successor rule or regulation to Rule 144) or another exemption from registration is not available to enable such Holder shall request to dispose of the Company number of such Registrable Securities or, in writing the case of the General Partner and its Affiliates, other Partnership Securities it desires to register sell at the time it desires to do so without registration under the Securities Act all Act, then at the option and upon the request of (X) any Holder that beneficially owns 10% or a part more of the Registrable Securities held by such Holder Partnership’s outstanding Common Units or (a "Demand Registration")B) after the date that is 16 months after the Closing Date, any Holder, the Company Partnership shall file with the Commission as promptly as practicable after receiving such request, and use all commercially reasonable efforts to cause to be filed become effective and declared remain effective for a period of not less than 180 days following its effective date or such shorter period as soon as reasonably practicable (but in no event later than the 45th day after shall terminate when all Partnership Securities covered by such Holder's request is made) registration statement have been sold, a registration statement providing for under the Securities Act registering the offering and sale of all the number of such Registrable Partnership Securities specified by such Person. Any such requested registration shall hereinafter be referred to as a “Demand Registration.” Each request for a Demand Registration shall specify the kind and aggregate amount of Partnership Securities to be registered by such Holder, including, but not limited to, a sale and the intended methods of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange disposition thereof. The Company agrees Within 60 days of a request for a Demand Registration, the Partnership shall file a registration statement relating to such Demand Registration (a “Demand Registration Statement”), and shall use its commercially reasonable efforts to keep any cause such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company mayStatement to promptly be declared or become effective under (i) the Securities Act and (ii) the “Blue Sky” laws of such jurisdictions, as any managing underwriter or underwriters, if permitted by lawany, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationtheir counsel reasonably request.

Demand Registration. (ai) If at At any time and from time to time after the Initial Registration Statement has been declared effective, any Holder shall request Member or group of Members (acting together) that own or control Registrable Securities representing at least fifty percent (50%) of the then-issued and outstanding Registrable Securities (collectively, the “Requesting Members”), may deliver to the Company in writing a written notice (a “Demand Registration Notice”) informing the Company that such Requesting Members require the Company to register under for resale some or all of such Requesting Members’ Registrable Securities not otherwise then registered for resale by the Securities Act all or Initial Registration Statement (a part “Demand Registration”); provided, however, that the Company will not be required to effect more than two (2) Demand Registrations in accordance with this Agreement. Upon receipt of the Registrable Securities held by such Holder (a "Demand Registration")Registration Notice, the Company shall will use best efforts to file with the SEC as promptly as practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of the Demand Registration Notice, a Registration Statement covering all reasonable requested Registrable Securities (the “Demand Registration Statement”), and agrees to use best efforts to cause the Demand Registration Statement to be filed and declared effective by the SEC as soon as reasonably practicable (following the filing thereof, but in no event later than ninety (90) days after the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale filing of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereofDemand Registration Statement. The Company agrees to use its reasonable best efforts to keep any such registration statement Demand Registration Statement continuously effective (including the preparation and usable filing of any amendments and supplements necessary for resale that purpose) until such time as all of the Registrable Securities for so long as covered thereby have been sold or the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until date on which all Registrable Securities have ceased to may be Registrable Securities. Each registration statement filed sold without restriction and without the need for current public information pursuant to this Section 2(a) Rule 144 unless such restriction is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing result of a registration statement on Form S-3. However, if such registration involves Member being an underwritten public offering and the managing underwriter(s) at any time shall notify Affiliate of the Company in writing that, in the sole judgment of such managing underwriter(s(“Minimum Effective Period”), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information.

Demand Registration. (a) If at any time any Holder shall Upon receipt of a written request the Company in writing to register under the Securities Act all or a part of the Registrable Securities held by such Holder (a "Demand RegistrationRegistration Request"), delivered not earlier than 180 days after the date of the closing of the initial public offering by the Company of the Common Stock, from Holders holding at least 50% of the aggregate of the number of Shares of Registrable Stock then outstanding (assuming for purposes of such calculation the conversion of all outstanding shares of Preferred Stock), the Company shall use (i) promptly give written notice of the Registration Request to all reasonable efforts to cause to be filed non-requesting Holders and declared effective as soon as reasonably practicable (but in no event later than ii) prepare and file with the 45th day Commission, within 60 days after its receipt of such Holder's request is made) Registration Request, a registration statement providing for the purpose of effecting a Registration of the sale of all Registrable Stock by each of the Holders which submitted such Registrable Securities Registration Request and any other Holder who requests to be registered by have such Holder, including, but not limited to, a sale of such 's Registrable Securities Stock included in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale within 10 days after receipt of notice by such Holder of the Registration Request; provided, however, that the Company will not be required to effect the Registration of Registrable Securities for so long as Stock unless the Holder whose Registrable Securities are included therein shall requestStock is offered at an aggregate offering price of not less than $3,000,000. The Company shall use its reasonable best efforts to effect such Registration as soon as practicable (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under applicable state securities laws). In the event such Registration Request is delivered on or before the first anniversary of the closing of the Company's initial public offering of the Common Stock, any offering effected pursuant to the Registration related to such Registration Request shall be an underwritten offering. In the event such Registration Request is delivered after the first anniversary of the closing of the Company's initial public offering of the Common Stock and the Company is eligible to register such Registrable Stock on a continuous basis under Rule 415 of the Securities Act by filing a Registration Statement on Form S-3, the Company shall, at the request of requesting Holders, effect such Registration on a Registration Statement on Form S-3 pursuant to Rule 415. The Company shall use its reasonable best efforts to keep such Registration continuously effective until the earlier of (i) the second anniversary of the date hereof, (ii) the date on which all Registrable Stock have been sold pursuant to such registration statement or Rule 144 and (iii) the date on which all of the Registrable Stock held by such Holder may be sold in any consecutive three month period in accordance with Rule 144; provided, however, that the Company shall not be obligated to file registration statements maintain the effectiveness of any Registration that is not effected under Rule 415 for a period in excess of 90 days; provided, further, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2(a2 in any particular jurisdiction in which the Company would be required to (x) until all Registrable Securities 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 or (y) qualify as a foreign corporation in any jurisdiction in which the Company is not then qualified. Notwithstanding the foregoing, the Company shall have ceased the right (the "Suspension Right") to be Registrable Securities. Each defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed pursuant to this Section 2(aregistration statement and suspend sales thereunder) is hereinafter referred to as for a "Demand Registration Statement." The Company mayperiod of not more than 120 days during any one-year period ending on December 31, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing furnishes to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the sole good faith judgment of such managing underwriter(s)the Company, inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance it would be detrimental to the success of Company and its stockholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the public offering Company has elected to defer the filing of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information(or suspend sales under a filed registration statement).

Demand Registration. (a) If at At any time following the Closing and expiration or waiver of any Holder shall lockup applicable to such Holders party hereto, the Initiating Holders may request the Company in writing to register under the Securities Act that all or a part of the Registrable Securities held by such Holder them shall be registered under the Securities Act (a "“Demand Registration"”). Within ten (10) days after receipt of any such request, the Company shall use give written notice of such request to the other Holders and shall include in such registration all reasonable efforts Registrable Securities held by all such Holders who wish to cause 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 be filed and declared effective 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 reasonably practicable practicable; provided that (but in no event later than i) the 45th day after such Holder's request is madeCompany shall not be required to effect any registration under this Section 2.2 (x) within a period of ninety (90) days following the effective date of a previous registration statement providing for the sale of all such and (y) with respect to Registrable Securities with a total offering price not reasonably expected to be registered by such Holderexceed, includingin the aggregate, but $50 million, and (ii) this provision shall not limited to, apply if a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees shelf registration on Form F-3 has been filed pursuant to use its reasonable efforts to keep any such registration statement continuously Section 2.5 and is effective and usable available for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requestuse. The Company shall not be obligated required to file effect more than (A) one (1) registration statements under this Section 2.3 requested by the ION Holders and (B) two (2) registrations under this Section 2.2 requested by the Major Shareholder Initiating Holders. If the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the board of directors (the “Board”) it would be seriously detrimental to the Company or its shareholders for a registration under this Section 2.2 to be effected at such time, the Company shall have the right to defer such registration for a period of not more than one hundred and twenty (120) days after receipt of the request of the Initiating Holders under this Section 2.2, provided that the Company shall not utilize this right more than once in any twelve (12) month period. The Initiating Holders may elect to withdraw from any offering pursuant to this Section 2(a2.3 by giving written notice to the Company and the underwriter(s) until 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 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 2.2, 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 have ceased 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 SecuritiesSecurities held by each such Initiating Holder or other Holder, as applicable) prior to any other shares of the Company, including shares held by persons other than Holders. Each The Company shall not register securities for sale for its own account in any registration statement filed requested pursuant to this Section 2(a) is hereinafter referred 2.3 unless permitted to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) do so by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all written consent of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationInitiating Holders.

Demand Registration. (a) If at At any time any after March 31, 2001, the Holder shall or Holders of at least ten (10%) percent of all Registrable Stock then outstanding (the "Initiating Holders") may, subject to the provisions of Section 3(b) hereof, by notice in writing to the Company request the Company in writing to register under the Securities Act all or a part any portion of the shares of Registrable Securities Stock held by such Initiating Holder (a "Demand Registration")or Holders for sale in the manner specified in such notice. Notwithstanding anything to the contrary contained herein, the Company shall use all reasonable efforts not be required to seek to cause a Registration Statement to be filed and declared become effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a3: (A) until all Registrable Securities have ceased within a period of 90 days after the effective date of a Registration Statement filed by the Company, provided that the Company shall use commercially reasonably efforts to cause a registration requested hereunder to be Registrable Securities. Each registration statement filed pursuant declared effective promptly following such period if such request is made during such period; or (B) if the Company shall furnish to this Section 2(a) is hereinafter referred to as the Initiating Holder or Holders a "Demand Registration Statement." The certificate signed by the President of the Company maystating that in the good faith reasonable judgment of the Board of Directors of the Company after consultation with outside counsel, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. HoweverRegistration Statement would, if at such registration involves an underwritten time require the disclosure of material non-public offering and the managing underwriter(s) at any time shall notify information relating to the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securitieswhich, the Company has a bona fide business purpose for preserving as confidential or interfere with an existing or anticipated acquisition or financing with respect to the Company, then the Company's obligations under this Section 3 shall use all reasonable efforts be deferred until the earliest of (i) the date upon which such material information is disclosed to supplement the public or amend ceases to be material, (ii) the registration statement to include date upon which such informationacquisition or financing is consummated or, if earlier, the date upon which any such interference with such existing or anticipated acquisition or financing would no longer exist, or (iii) forty-five (45) days after the date of receipt of written request from such Initiating Holder or Holders; provided, however, that the Company may not utilize this deferral right more than once in any twelve-month period.

Demand Registration. (a) If at any time any Holder shall request During the period beginning on the date of the issuance by the Company in writing to register under the Securities Act all or a part of the Registrable Securities held by such Holder Purchased Shares pursuant to the Purchase Agreement and ending on the date of expiration of the Effective Period (a "Demand Registration")as defined below) or, if applicable, the date of the early termination of the Registration Rights pursuant to Section 4 hereof, the Company shall use all commercially reasonable efforts to cause be eligible for and remain eligible for Registration of securities of the Company under the Securities Act pursuant to a Registration Statement on Form F-3 or any successor form thereto; provided, however, that (i) the requirement to maintain such eligibility shall be filed and declared effective as soon as reasonably practicable (but in no event later than include the 45th day obligation of the Company to complete and file its annual reports on Form 20-F or supply information on Form 6-K during the time when the Company is undertaking an internal investigation; and (ii) that the Company shall not be required to remain such eligibility if the market capitalization of the Company does not meet the minimum requirements of using Form F-3. If at any time after the date hereof, the Company receives a written notice (the “Demand Notice”) from (A) the Holder(s) of at least 75% of the Registrable Securities Then Outstanding, the Company shall, on or prior to the Filing Date, prepare and file with the SEC a Registration Statement covering the resale from time to time of all Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 (a “Shelf Registration Statement”). Such Shelf Registration Statement shall be on Form F-3 (or, if Form F-3 is not then available to the Company, on such Holder's request form of Shelf Registration Statement as is made) then available to effect a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of the Registrable Securities for so long Securities) and, if the Company is a WKSI as of the Holder whose Registrable Securities are included therein Filing Date, shall requestbe an automatic Shelf Registration Statement. The Company shall use reasonable best efforts (i) to cause such Shelf Registration Statement to be obligated to file registration statements declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but in any event by the date that is 120 days after the date of delivery of the Demand Notice pursuant to this Section 2(a)), and (ii) to keep such Shelf Registration Statement continuously effective under the Securities Act until such date as is the earlier of (i) the date on which all Registrable Securities covered by such Shelf Registration Statement have ceased to been sold or (ii) the date on which the Registrable Securities may be Registrable Securities. Each registration statement filed sold without any restriction pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration StatementRule 144 (the “Effective Period”)." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information.

Demand Registration. (ai) If at At any time and from time to time after the Initial Registration Statement has been declared effective, any Holder shall request Purchaser or group of Purchasers (acting together) that own or control Registrable Securities representing at least fifty percent (50%) of the then-issued and outstanding Registrable Securities (collectively, the “Requesting Purchasers”), may deliver to the Company in writing a written notice (a “Demand Registration Notice”) informing the Company that such Requesting Purchasers require the Company to register under for resale some or all of such Requesting Purchasers’ Registrable Securities not otherwise then registered for resale by the Securities Act all or Initial Registration Statement (a part “Demand Registration”); provided, however, that the Company will not be required to effect more than two (2) Demand Registrations in accordance with this Agreement. Upon receipt of the Registrable Securities held by such Holder (a "Demand Registration")Registration Notice, the Company shall will use best efforts to file with the SEC as promptly as practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of the Demand Registration Notice, a Registration Statement covering all reasonable requested Registrable Securities (the “Demand Registration Statement”), and agrees to use best efforts to cause the Demand Registration Statement to be filed and declared effective by the SEC as soon as reasonably practicable (following the filing thereof, but in no event later than ninety (90) days after the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale filing of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereofDemand Registration Statement. The Company agrees to use its reasonable best efforts to keep any such registration statement Demand Registration Statement continuously effective (including the preparation and usable filing of any amendments and supplements necessary for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(athat purpose) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to such time as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationSecurities covered thereby have been sold (“Minimum Effective Period”).

Demand Registration. (a) If at At any time any Holder shall during the five year period following the Closing Date, USAA may make a written request (the Company in writing to register "DEMAND NOTICE") for registration under the Securities Act all or (a part "DEMAND REGISTRATION") of the Registrable Securities held by such Holder (a "it. The Demand Registration"), Notice will specify the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale number of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale shares of Registrable Securities upon conversion, exercise or exchange proposed to be sold and will also specify the intended method of disposition thereof. The Company agrees Unless USAA shall consent in writing, no other party, including the Company, shall be permitted to use its reasonable efforts to keep offer securities under any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requestDemand Registration. The Company shall not be obligated required to file effect more than three Demand Registrations under this Section 2(b). A registration statements requested pursuant to this Section 2(a2(b) until all will not be deemed to have been effected (and it shall not count as one of the three Demand Registrations) 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 have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) such registration is hereinafter referred interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected (and it shall not count as a "one of the three Demand Registration Statement." The Company Registrations). USAA may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time prior to the effective date of the Registration Statement relating to such registration, revoke its Demand Notice by providing a written notice to the Company. If USAA so elects, the offering of Registrable Securities pursuant to a Demand Registration shall notify be in the form of an Underwritten Offering. If the managing underwriter or underwriters of such offering advise the Company and USAA in writing thatthat 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 sole judgment opinion of such managing underwriter(s)underwriter or underwriters can be sold without any such material adverse effect; provided, inclusion of some or however, that Registrable Securities may be excluded before all shares proposed to be sold by other parties, including the Company, have been excluded. If any Registrable Securities are excluded, such registration shall not count as one of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationthree Demand Registrations.

Demand Registration. (a) If at At any time any Holder commencing after ________, 2005 through and including _______, 2009, the Majority Holders (as defined below) shall request have the right (which right is in addition to the registration rights under Section 7.3 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Commission, on one occasion, a Registration Statement ("Demand Registration") and such other documents, including a prospectus, as may be necessary in writing order to register under comply with the Securities Act all or provisions of the Act, so as to permit a part public offering and sale of the Registrable Securities held during a period equal to the longer of (i) nine (9) months and (ii) the unexpired term of the Warrants by the Majority Holders demanding such Holder registration and any other Holders of Warrants who shall notify the Company within ten (a "10) days after receiving notice from the Company of such Demand Registration"); provided, however, that after the right to such Demand Registration is exercised by the Majority Holders, the Company shall use all reasonable efforts have the right, instead of filing such Demand Registration, to cause redeem any Warrants exercisable to purchase, and any Shares constituting, Registrable Securities sought to be filed included in such Demand Registration at a redemption price equal to: (A) in the case of Warrants, the difference between the Exercise Price of the Warrants and declared effective the current market value as soon of the date of the Redemption Notice (as reasonably practicable defined below); and (but B) in no event later than the 45th day after such Holder's request is made) a registration statement providing for case of Shares, the sale current market value as of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale the date of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereofRedemption Notice. The Company agrees may exercise its redemption right by sending notice (the "Redemption Notice") to use its reasonable efforts each Holder of Warrants exercisable to keep any such registration statement continuously effective and usable for resale of purchase, or Shares constituting, Registrable Securities sought to be included in such Demand Registration within twenty (20) days after the Company delivers notice of the Demand Registration to the Holders. Such Redemption Notice shall state the redemption price for so long as the Holder whose Registrable Securities are included therein shall request. The Company Warrants and Shares and the closing date for such redemption, which shall be obligated to file registration statements pursuant to this Section 2(awithin sixty (60) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all days of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationRedemption Notice.

Demand Registration. (a) If at At any time any Holder shall after the date which is 180 days after the Effective Date (or such earlier time as permitted by the terms of the lockup agreements executed in connection with the IPO), Cornell may request the Company in writing to register registration under the Securities Act and/or applicable Canadian Securities Laws of all or a part any portion of the its and any Cornell Permitted Holder’s Registrable Securities held by pursuant to 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 Holder (a "Demand Registration")request, the Company Corporation shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable promptly (but in no event later than five (5) Business Days following receipt thereof deliver notice of such request to all other Pre-IPO Holders who shall then have five (5) Business Days from the 45th day date such notice is given (or such shorter period as may be reasonably requested under the circumstances in connection with an underwritten offering, provided such period is at least 24 hours) to notify the Corporation in writing of their desire to be included in such registration. The Corporation shall, as soon as possible after the fifth (5th) Business Day following the date of the notice sent by the Corporation: (x) prepare and file with (or confidentially submit to) the SEC a Registration Statement covering all of the Registrable Securities that the holders thereof have requested to be included in such Holder's request is madeLong-Form Registration and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable thereafter; (y) prepare and file with (or confidentially submit to) the Canadian Securities Authorities in all Canadian Jurisdictions (unless otherwise determined by Cornell) one or more Canadian Preliminary Prospectuses (as necessary) and a registration statement providing Canadian Prospectus covering all of the Registrable Securities that the holders thereof have requested to be included in such Long-Form Registration and shall use its reasonable best efforts to secure a receipt or deemed receipt (as necessary) for the sale Canadian Prospectus and otherwise qualify the distribution of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such the Registrable Securities in connection with the issuance applicable Canadian Jurisdictions; or (z) a combination of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective both (x) and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that(y), in the sole judgment of such managing underwriter(s)each case, inclusion of some or all of the information required in a more detailed form as specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationnotice.

Demand Registration. (a) If at any time any Holder shall request after the date of this Agreement, the Company in writing to register under receives a request from Holders of the Securities Act all or a part majority-in-interest of the Registrable Securities held that the Company file a registration statement with respect to the Registrable Securities, then the Company shall as soon as practicable, and in any event within 60 days after the date such request is given by such Holder Holders (a "Demand Registration"the “Filing Date”), the Company shall prepare and file with the Commission a Registration Statement covering the resale of all or such portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all reasonable of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of 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. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least a 75% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement to be filed and declared effective under the Securities Act as soon promptly as reasonably practicable (possible after the filing thereof, but in no any event later than prior to the 45th day applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without any restriction pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail delivery of a “.pdf” format data file of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after such Holder's request is made) the Effective Date, file a registration statement providing final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, and subject to the payment of liquidated damages in Section 2(b), if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the sale registration of all such or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted represented by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing thatShares (applied, in the sole judgment of such managing underwriter(s)case that some Shares may be registered, inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success Holders on a pro rata basis based on the total number of the public offering of unregistered Shares held by such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationHolders).

Demand Registration. (aUpon written request of the Holder(s) If of at least a majority of the then outstanding Warrants and Warrant Shares made at any time any Holder shall request within the Company in writing to register under period commencing one year and ending five years after the Securities Act all or a part of the Registrable Securities held by such Holder (a "Demand Registration")Effective Date, the Company shall use all file within a reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but period of time and, in no any event later than within the 45th day time period provided in Section 12.3(a) after receipt of such Holder's request is made) written request, on one occasion, a registration statement providing for (or a post-effective amendment to a registration statement) under the sale Act registering the Warrant Shares. Within 15 days after receiving any such notice, the Company shall give notice to the other Holders of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection the Warrants and the Warrant Shares advising that the Company is proceeding with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously or post-effective amendment (the"Demand Registration Statement"), and usable for resale offering to include therein the Warrant Shares of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requestsuch other Holders. The Company shall not be obligated to include the Warrant Shares of any such other Holder in such registration unless such other Holder shall accept such offer by notice in writing to the Company within 15 days after receipt of such notice from the Company. The Company shall use its reasonable best efforts to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "and cause the Demand Registration Statement." The Company mayStatement to become effective as promptly as practicable and to remain effective for the period of time provided in Section 12.3, if permitted by lawto reflect in the Demand Registration Statement financial statements that are prepared in accordance with Section 10(a)(3) of the Act, effect and to amend or supplement the Demand Registration Statement to reflect any facts or events arising that, individually or in the aggregate, represent a material change in the information set forth in the Demand Registration Statement to enable any Holders of Warrants to exercise warrants and/or sell the underlying Warrant Shares during such time period provided in Section 12.3. If any registration pursuant to this Section 2(a12.1 is an underwritten offering, the Holders of a majority of the Warrant Shares to be included in such registration will select an underwriter (or managing underwriter if such offering should be syndicated) approved by the filing of a registration statement on Form S-3Company, such approval not to be unreasonably withheld. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company Notwithstanding anything in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance this Warrant Agreement to the success of the public offering of such Registrable Securitiescontrary, the Company shall use all be entitled to postpone for a reasonable efforts period of time (not exceeding 60 days in any 12-month period) the filing or effectiveness of the Demand Registration Statement otherwise required to supplement be prepared and filed by it pursuant to this Section 12.1 if the Company's Board of Directors determines, in its reasonable discretion, that such registration and offering would adversely affect any financing, acquisition, corporate reorganization or amend other material transaction involving the Company and the Company promptly gives the Holders written notice of such determination specifying the grounds therefor and an estimate of the anticipated delay. If the Company shall so postpone the filing of the Demand Registration Statement, a majority-in-interest of the requesting Holders shall have the right to withdraw the request for demand registration statement by giving written notice to include such informationthe Company within 30 days after receipt of the notice of postponement.

Demand Registration. (a) If at At any time any Holder shall request following the date that is 180 days following the Closing Date, if the Company in writing shall be requested (a “ Registration Request”) by Holders holding at least a majority of the then outstanding Registrable Securities to register effect the registration under the Securities Act of Registrable Securities, then the Company shall (i) within ten (10) days of the receipt of such Registration Request, give written notice of such request to all Holders describing the terms of such registration and, if applicable, the underwriting and (ii) as soon as practicable cause to be prepared and filed with the Commission a Registration Statement providing for the resale of all Registrable Securities which Holders request 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 Registrable Securities on Form S-3, in which case such registration shall be on Form SB-2, Form S-1 or a part another appropriate form in accordance herewith). The Company shall cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof. The Company shall keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by such Registration Statement have been sold. The Company shall not be obligated to file and cause to become effective more than two (2) Registration Statements pursuant to this Section 2.2. A Registration Statement shall not be counted for purposes of the foregoing until such time as such Registration Statement has been declared effective by the Commission and all of the Registrable Securities held by such Holder (a "Demand Registration"), the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements offered pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand such Registration StatementStatement are sold thereunder upon the price and terms offered." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information.

Demand Registration. (a) If The Company agrees that, at any time any Holder shall after the Closing Date, upon the request the Company in writing to register of Emerson (a "DEMAND REGISTRATION"), it will file a registration statement (a "REGISTRATION STATEMENT") under the Securities Act all or as to the number of shares of Registrable Securities specified in such request subject to the limitations described in Section 5.01(b); provided that (i) the Company shall not be required to file more than three Registration Statements that become effective and remain effective for the period referred to in Section 5.04(a), (ii) subject to the second proviso in Section 5.01(b), Emerson shall not make more than one request for a part of Demand Registration in any twelve month period, (iii) the Registrable Securities for which a Demand Registration has been requested by Emerson must be at least two million Shares (or, if less, all of the Shares then held by such Holder (a "Demand Registration"Emerson and its Subsidiaries), (iv) the proposed offering of Shares of Registrable Securities must be an underwritten offering, (v) the Company shall use all reasonable efforts not be required to cause file a shelf registration statement pursuant to Rule 415 of the Securities Act under this Section 5.01(a), (vi) prior to the first anniversary of the Closing Date, no request to register any Registrable Securities may be filed and declared effective made prior to such time as soon as reasonably practicable the Company is required to file a Registration Statement for such Registrable Securities pursuant to Section 5.01(b), (but in no event later than vii) the 45th day Company shall not be required to effect a Demand Registration if within 10 days after such Holder's request is made) receipt of a request, therefor the Company provides written notice of its bona fide intention to file within 60 days a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering of securities for its own account, and (viii) the managing underwriter(s) Company shall not be required to effect a Demand Registration during the period from the date of filing of, and ending 90 days after the effective date of, any registration statement for an underwritten public offering of securities for the account of the Company. In no event shall the Company's right to block or defer a Demand Registration pursuant to this Article 5 permit a block or deferral of longer than a cumulative period of six months, and following any such deferrals, Emerson shall have the right to have a Demand Registration effected at any time shall notify during the Company in writing that, in the sole judgment of six month period following such managing underwriter(s), inclusion of some block or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationdeferral without restriction hereunder.

Demand Registration. (a) Section 4.1 If at any time any Holder shall request the Company in writing is unable to file, cause to be effective or maintain the effectiveness of a Shelf Registration Statement or Subsequent Shelf Registration Statement as required under Section 3, the Holders’ Representative shall have the right by delivering a written notice to the Company (a “Demand Notice”) to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act all or Act, the number of Registrable Securities Beneficially Owned by any Holders and requested by such Demand Notice to be so registered (a part “Demand Registration”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities held requested to be registered by the Holders’ Representative is reasonably expected to result in aggregate gross cash proceeds in excess of $15,000,000 (without regard to any underwriting discount or commission). A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities, it being agreed that if any Holder intends to distribute any Registrable Securities by means of an underwritten offering it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such Holder (distribution, including the actions required pursuant to Section 5.2(j). Following receipt of a "Demand Registration")Notice, the Company shall use all its commercially reasonable efforts to file, as promptly as practicable as can be accomplished given the best efforts by both the Company, the Holders and their respective representatives to effect the appropriate disclosure, and in any event no later than 75 days after the date of such Demand Notice (subject to Section 5.2(b) hereof), a registration statement on Form S-3 or any comparable or successor form or forms (or to the extent the Company is not eligible to use Form S-3 or any comparable or successor form or forms, on Form S-1 or any comparable or successor form or forms), relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Holders (a “Demand Registration Statement”) and shall use its commercially reasonable efforts to cause such Registration Statement to be filed and declared effective under the Securities Act as soon promptly as reasonably practicable (but after the filing thereof and in no event later than the 45th day date that is 180 days after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale date of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration StatementNotice." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information.

Demand Registration. (a) If Commencing upon expiration of the Lock-Up Period, Holders holding at any time any Holder shall least fifty percent (50%) of the then outstanding Registrable Securities (the “Requesting Holders”) may make a written request the Company in writing to register (a “Demand Notice”) for registration under the Securities Act all on Form S-3 (or a part successor form or, if Form S-3 or such successor form is not available for use by the Company, on such other form as the Commission may prescribe) covering an offering of an amount of Registrable Securities not less than the lesser of (i) Registrable Securities having an estimated aggregate offering price of at least $6 million (as determined as of the trading day immediately prior to the date of the Demand Notice pursuant to Rule 457(c) under the Securities Act) or (ii) all Registrable Securities held by such Holder then outstanding (a "“Demand Registration"”), ; provided that the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements effect more than one Demand Registration in any 12-month period from the date of a Demand Notice or more than an aggregate of two Demand Registrations pursuant to this Section 2(a) until all ). Subject to the foregoing, upon receipt of a Demand Notice, the Company will use its reasonable best efforts to file such registration statement within 45 days after receipt of such Demand Notice and use its reasonable best efforts to cause such registration statement to be declared effective by the Commission as promptly as practicable after the filing thereof. Upon receipt of a Demand Notice, the Company will use its reasonable best efforts to notify any other Holders of Registrable Securities have ceased to be Registrable Securitieswho did not provide the Demand Notice within 20 days following receipt thereof. Each A registration will not count as a Demand Registration until the registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "such Demand Registration Statement." has been declared effective by the Commission and remains effective for the period specified in Section 4(b). The Company may, if permitted by law, effect any Requesting Holders shall have the right to review the registration statement to be filed pursuant to this Section 2(a) by 2 before it is filed with the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationCommission.

Demand Registration. (i) At any time and from time to time after the Initial Registration Statement has been declared effective, any Purchaser or group of Purchasers (acting together) that own or control Registrable Securities representing at least fifty percent (50%) of the then-issued and outstanding Registrable Securities (collectively, the “Requesting Purchasers”), may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company that such Requesting Purchasers require the Company to register for resale some or all of such Requesting Purchasers’ Registrable Securities not otherwise then registered for resale by the Initial Registration Statement (a “Demand Registration”); provided, however, that the Company will not be required to effect more than three (3) Demand Registrations in accordance with this Agreement, including (a) If at any time any Holder shall request one (1) Demand Registration starting three (3) months after the Company in writing to register under Closing Date, and (b) two (2) Demand Registrations starting one (1) year after the Securities Act all or a part Closing Date. Upon receipt of the Registrable Securities held by such Holder (a "Demand Registration")Registration Notice, the Company shall will use best efforts to file with the SEC as promptly as practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of the Demand Registration Notice, a Registration Statement covering all reasonable requested Registrable Securities (the “Demand Registration Statement”), and agrees to use best efforts to cause the Demand Registration Statement to be filed and declared effective by the SEC as soon as reasonably practicable (following the filing thereof, but in no event later than ninety (90) days after the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale filing of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereofDemand Registration Statement. The Company agrees to use its reasonable best efforts to keep any such registration statement Demand Registration Statement continuously effective (including the preparation and usable filing of any amendments and supplements necessary for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(athat purpose) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to such time as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationSecurities covered thereby have been sold (“Minimum Effective Period”).

Demand Registration. In the event the Company has not caused to be filed a Registration Statement as provided in Section 2(a) within six (a6) If months from the date hereof, Holder shall have the right, at any time any Holder shall request and from time to time after such six (6) month period, to demand that the Company in writing cause to register be filed a Registration Statement or an amendment to a Registration Statement providing for the registration under the Securities Act all or a part of the Shares to be issued to Holder to the extent allowed by applicable regulations and the resale by the Holder of all Registrable Securities held by such Holder (a "Demand Registration")Securities, or, in the event the Company has filed a Registration Statement as provided in Section 2(a) within six (6) months from the date hereof, but such Registration Statement has not been declared effective by the SEC, Holder shall use all reasonable efforts have the right at any time and from time to time after September 1, 1998, to demand that the Company cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement Registration Statement or an amendment to a Registration Statement providing for the sale registration under the Securities Act of the Shares to be issued to Holder and the resale by the Holder of all such Registrable Securities to be registered by such HolderSecurities; provided, includinghowever, but not limited to, a sale if at the time of such Registrable Securities in connection with demand, the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversionShares have been issued, exercise or exchange thereofsuch Registration Statement shall only relate to sales by Holder. The Company agrees to use its reasonable best efforts to keep any such registration statement Registration Statement continuously effective and usable under the Securities Act for resale of Registrable Securities for so long as a period expiring on the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(adate two (2) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by years from the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all date of the information required in a more detailed form specified in such notice is last issuance of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts any Shares and further agrees to supplement or amend the Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration statement to include form used by the Company for such informationRegistration Statement or by the Securities Act or by any other rules and regulations thereunder for such Registration Statement.

Demand Registration. (a) If at any time any Holder shall request after the one-year anniversary of the Closing Date, the Company in writing to shall receive from Purchaser a written request (a "DEMAND REQUEST") that the Company register on Form S-3 under the Securities Act all (or a part of if such form is not available, any registration statement form then available to the Company) Registrable Securities held by such Holder (a "Demand Registration")having an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $50 million, then the Company shall use all commercially reasonable efforts to cause the Registrable Securities specified in such Demand Request (THE "DEMAND REGISTRABLE SECURITIES") to be filed and declared effective registered as soon as reasonably practicable (but so as to permit the offering and sale thereof and, in no event later than connection therewith, shall prepare and file with the 45th day SEC as soon as practicable after receipt of such Holder's request is made) Demand Request, a registration statement providing for (a "DEMAND REGISTRATION STATEMENT") to effect such registration; provided, however, that each such Demand Request shall: (i) specify the sale number of Demand Registrable Securities intended to be offered and sold by Purchaser pursuant thereto (which number of Demand Registrable Securities shall have an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $50 million); (ii) express the present intention of Purchaser to offer or cause the offering of such Demand Registrable Securities pursuant to such Demand Registration Statement; (iii) describe the nature or method of distribution of such Demand Registrable Securities pursuant to such Demand Registration Statement (including, in particular, whether Purchaser plans to effect such distribution by means of an underwritten offering or other method); and (iv) contain the undertaking of Purchaser to provide all such Registrable information and materials and take all such actions as may be required in order to permit the Company to comply with all applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder, and to be registered by such Holder, including, but not limited to, a sale obtain any desired acceleration of the effective date of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information.

Demand Registration. (a) If at At any time any Holder shall after six months from the date on which the Common Stock is first publicly traded (the "Effective Date"), the holders of at least 20% of the Registrable Securities may request the Company in writing to register registration under the Securities Act of all or a part of the Registrable Securities held by such Holder Securities. The Holders will collectively be entitled to request one (a 1) registration only, and the registration requested pursuant to this paragraph 1(a) is referred to herein as the "Demand Registration")." The request for a Demand Registration shall be in writing and shall specify the number of Registrable Securities requested to be registered by each Holder. Within ten (10) days after receipt of any such request, the Company shall use will give written notice of such requested Demand Registration to all reasonable efforts other holders of Registrable Securities and will include in such registration the Registrable Securities with respect to cause which the Company receives written requests for inclusion therein within fifteen (15) days after the giving (in accordance with paragraph 9(f) hereof) of the Company's notice (such additional selling Holders, together with the original requesting Holders, being collectively referred to be filed as the "Requesting Holders"). A registration will not count as the Demand Registration unless and declared until it has become effective (unless such Demand Registration has not become effective due solely to the fault of one or more of the Requesting Holders). The Company will pay all Registration Expenses (as soon as reasonably practicable (but defined in no event later Section 4 hereof) other than underwriting discounts or commissions, if any, and filing fees relating to the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered (collectively, the "Stockholder Costs") in connection with any registration initiated as a Demand Registration whether or not it has become effective. Upon the effectiveness of the Demand Registration, the Requesting Holders may thereafter sell the Registrable Securities covered by such Holderthe effective Demand Registration from time to time, in their discretion, provided that they comply with all applicable federal and state securities laws, including, but not limited towithout limitation, a sale of such Registrable Securities in connection with prospectus delivery requirements; provided, further, that the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall not be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "keep such Demand Registration Statement." statement effective for a period longer than one year. The Company may, if permitted in its discretion, determine that the Demand Registration shall be underwritten by lawone or more underwriters. In such case, effect any registration pursuant to this Section 2(athe managing underwriter (the "Underwriter") chosen by the filing Company shall be reasonably acceptable to the majority in interest of a registration statement on Form S-3the Requesting Holders. HoweverAll of the Registrable Securities requested to be registered by the Requesting Holders shall be included in the Demand Registration. In addition to all of the Registrable Securities requested to be registered by the Requesting Holders, the Company may include in the Demand Registration additional securities (the "Additional Securities") to be issued by it or to be sold by other security holders; provided, that if the Underwriter, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify any, advises the Company in writing that, that in its opinion the sole judgment of such managing underwriter(s), inclusion of some or all number of the information required in a more detailed form specified Additional Securities requested to be included in such notice is of material importance to registration exceeds the success of number which can be sold in an orderly manner in such offering without materially adversely affecting the public offering of such Registrable Securitiesmarket for the Company's stock, the Company shall use all reasonable efforts will include in such registration only such number of the Additional Securities which the Underwriter determines may be included, pro rata among the Company and the holders of the Additional Securities on the basis of the number of shares that they have requested to supplement be registered or amend in accordance with contractual rights, if any, or other preference rights determined by the registration statement to include such informationCompany.

Demand Registration. (a) If Prior to the earlier of (a) the date on which all Registrable Securities may be sold without registration and without restriction or in accordance with Rule 144 in a single transaction and (b) the three-year anniversary of the Effective Date, holders of at any time any Holder shall request least 75% of the Company Registrable Securities then outstanding may request, in writing to register writing, registration under the Securities Act of all or a part any portion of the Registrable Securities held by such Holder that equals or exceeds 75% of the then outstanding Registrable Securities pursuant to a Registration Statement. The Company, in its sole discretion, may prepare a registration statement on a Form S-1 or any equivalent or successor form thereto (a "“Long-Form Registration”), or on Form S-3 or any equivalent or successor form thereto (a “Short-Form Registration” and, collectively with any Long-Form Registration, a “Demand Registration"”). Such request for a Demand Registration must specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable will promptly (but in no event later than the 45th day after such Holder's request is made20 days following receipt thereof) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale deliver notice of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale request to all other holders of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees who will then have 10 days from the date such notice is given to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, of their desire to be included in such registration. The Company will prepare and file with (or confidentially submit to) the sole judgment of such managing underwriter(s), inclusion of some or SEC a Registration Statement covering all of the information required in a more detailed form specified in Registrable Securities that the holders thereof have requested to be included pursuant to such notice Demand Registration within 60 days after the date on which the initial request is of material importance to the success of the public offering of such Registrable Securities, the Company shall given and will use all its commercially reasonable efforts to supplement or amend cause such Registration Statement to be declared effective by the registration statement SEC as soon as practicable thereafter, subject to include such informationcompliance with review by the SEC. The Company is not required seek effectiveness of a Demand Registration more than once for the holders of Registrable Securities as a group; provided, that a Registration Statement will not count as a Demand Registration requested under this Section 6.2(a) unless and until it has become effective.

Demand Registration. XLV shall have the right on any two (a2) If at any time any Holder shall occasions between the second and fourth anniversary of the date on which the issuance of the Shares was approved by the AXSI stockholders (July 21, 1998) to make a written request the Company in writing to register under of AXSI for registration with the Securities Act all or a part of the Registrable Securities held by such Holder and Exchange Commission ("SEC") (a "Demand Registration"), under and in accordance with the Company provisions of the Securities Act, for the offer and sale by XLV of the Shares issued pursuant to this Agreement (the "Registrable Securities"). Upon receipt of the written request by XLV of a Demand Registration, AXSI shall prepare and file with the SEC, within sixty (60) days following the receipt of such request, a registration statement on Form S-3 (or another appropriate form) (the "Demand Registration Statement") for the offer and sale by XLV of the Registrable Securities and use all reasonable efforts to cause to be filed and have each such Demand Registration Statement declared effective by the SEC as soon promptly as reasonably practicable (but in no event later than after the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection filing thereof with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereofSEC. The Company agrees to AXSI shall use its reasonable efforts to keep any such registration statement continuously Demand Registration Statement and the prospectus used in connection therewith effective and usable in compliance with applicable law for resale a period of Registrable Securities at least twelve (12) months (the "Effectiveness Period"). All expenses incident to AXSI's performance or compliance with this Section VII.A shall be paid by AXSI; provided, however, XLV shall be responsible for so long and shall pay any underwriting, brokerage or selling agent's fees, discounts or commissions, and shall be responsible for and pay all legal fees and expenses of counsel to XLV or counsel to any underwriter or selling agent. In connection with any underwritten offering to which AXSI shall have consented, AXSI shall provide, or cause to be provided, such representations, warranties, covenants, opinions, "cold comfort" letters, indemnifications, opportunities for due diligence and other matters, and shall take all such other reasonable actions, as are customary in underwritten public offerings of securities. Failure of AXSI to cause the Demand Registration Statement to be declared effective within one hundred fifty (150) days of filing shall result in a sum payable to XLV by AXSI (the "Registration Penalty"). The Registration Penalty shall be equal to the sum of Fifty Thousand Dollars ($50,000.00) for failing to cause the Demand Registration Statement to be declared effective within one hundred fifty (150) days after filing and an additional Fifty Thousand Dollars ($50,000.00) for each ninety (90) day period thereafter until such time as the Holder whose Registrable Securities are included therein shall requestDemand Registration Statement is declared effective. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased Failure of the Demand Registration Statement to be Registrable Securities. Each registration statement filed pursuant declared effective for reasons that can be demonstrated by AXSI to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by be beyond the filing control of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time AXSI shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required not result in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationRegistration Penalty.

Demand Registration. (a) If at any time any Holder shall request (a) there is no effective Registration Statement with respect to all of the Company in writing outstanding Registrable Securities and (b) not all of the outstanding Registrable Securities may be sold without registration and without volume restrictions pursuant to register Rule 144, then the Shareholders may make a written demand for registration (a “Demand Registration” and the Registration Statement to be filed pursuant to such Demand Registration, the “Demand Registration Statement”) under the Securities Act all or a part of the Registrable Securities held by such Holder (a "Demand Registration"), the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such or part of its Registrable Securities to be registered by such Holderon Form S-1 or, includingif Holdco is so eligible, but not limited to, on Form S-3. Any request for a sale Demand Registration shall specify the number of such Registrable Securities in connection with the issuance of any securities convertible into shares (or exchangeable or exercisable for Registrable Securities or the sale other amount) of Registrable Securities upon conversionproposed to be sold and the intended method(s) of distribution thereof (such written demand, exercise or exchange thereofa “Demand Notice”). The Company agrees to Holdco shall use its reasonable best efforts to keep any file such registration statement continuously effective and usable for resale of Demand Registration Statement within forty five (45) days after receiving the Demand Notice. Any Shareholder that has requested its Registrable Securities for so long as the Holder whose Registrable Securities are be included therein shall request. The Company shall be obligated to file registration statements in a Demand Registration pursuant to this Section 2(a) until all may withdraw its Registrable Securities have ceased from such Demand Registration at any time prior to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "the effectiveness of the applicable Demand Registration Statement." The Company may; provided, if permitted by lawhowever, effect any registration pursuant to this Section 2(a) by that a Demand Registration in its entirety may only be withdrawn with the filing consent of all the Shareholders (collectively, the “Revoking Shareholders”). Upon receipt of a registration statement on Form S-3. Howevernotice to withdraw such Demand Registration, if such registration involves an underwritten public offering and the managing underwriter(s) at any time Holdco shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or cease all efforts to secure effectiveness of the information required in a more detailed form specified in applicable Demand Registration Statement, and each of the Revoking Shareholders shall pay or reimburse Holdco for its pro rata share (based on the number of securities such notice is of material importance Shareholder sought to register, as compared to the success total number of securities of the public offering Revoking Shareholders) of all registration expenses incurred by Holdco in connection with such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationDemand Registration.

Demand Registration. (a) If at At any time any Holder shall and from time totime (i) if the Closing has occurred under the Merger Agreement on or prior to the date hereof, after 180 days following the Closing Date under the Merger Agreement and (ii) if the Closing under the Merger Agreement has not occurred on or prior to the date hereof, after the date hereof, upon written request by the Requisite Holders that the Company in writing to register effect the registration under the Securities Act of all or a part of the Registrable Securities held by such Holder (a "Demand RegistrationRequest"), the Company shall will use all reasonable best efforts to cause register the Registrable Securities which the Company has been so requested to be filed and declared effective as soon as reasonably practicable register by the Holders under the Securities Act for resale by the Holders in an underwritten offering (but in no event later than the 45th day after such Holder's request is madea "Demand Offering") pursuant to a registration statement providing for (the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." ") that has been declared effective by the Commission, which registration statement shall be kept effective by the Company until the earlier of such time as the Demand Offering is completed or the expiration of 60 days following the effectiveness of the Demand Registration Statement; provided that the Company shall not be obligated to effect a Demand Offering that is underwritten for Requisite Holders hereunder, but instead may effect a Demand Offering by registering resale transactions involving a non-underwritten distribution of Registrable Securities, if the Registrable Securities sought to be included in such Demand Offering by such Requisite Holders have an aggregate Reference Value of less than $30,000,000. The Company may, if permitted by law, effect any registration pursuant will use reasonable best efforts to this Section 2(a) have each Demand Registration Statement declared effective by the filing Commission within ninety (90) days after receipt of such request or within sixty (60) days after receipt of such request if the Company is qualified to file a registration statement on Commission Form S-3, S-2 or any successor or similar short-form regixxxxxxxx statement (collectively, "Commission Form S-3"). HoweverSubject to subdivision (g), if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company may include in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all Demand Registration Statement and Demand Offering other securities of the information required in Company for sale, for the Company's account or for the account of any other person. Upon receipt of a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable SecuritiesDemand Request, the Company shall use promptly give written notice of such request to all reasonable efforts Holders, and all Holders shall be afforded the opportunity to supplement or amend participate in such request as follows: subject to subdivision (f), the registration statement to Company will include in each Demand Registration Statement and Demand Offering such informationnumber of Registrable Securities of any Holder joining in such request as are specified in a written request by the Holder received by the Company within 20 days after receipt of such written notice from the Company.

Demand Registration. (a) If Upon written notice to the Company delivered at any time any Holder shall request and from time to time beginning on the one (1)-year anniversary of the Closing Date (each such notice, a “Demand Notice” and each date the Company in writing to register under the Securities Act all or receives a part of the Registrable Securities held by such Holder (Demand Notice, a "“Demand Registration"Date”), the Designee may require the Company to register the applicable Demand Registrable Securities for resale pursuant to a Demand Registration Statement; provided that the Designee may not deliver more than two (2) Demand Notices during any three hundred sixty five (365) day period. The Company shall use all reasonable efforts to cause to be filed and declared effective then prepare, and, as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) applicable Demand Filing Deadline, file with the SEC a registration statement providing for Demand Registration Statement on Form S-3 covering the sale resale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be applicable Demand Registrable Securities. Each registration statement filed pursuant to this Section 2(a) In the event that Form S-3 is hereinafter referred to as unavailable for such a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securitiesregistration, the Company shall use all such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(g). Each Demand Registration Statement prepared pursuant hereto shall register for resale at least the Demand Required Registration Amount of Demand Registrable Securities set forth in the applicable Demand Notice. Each Demand Registration Statement shall contain (except if otherwise directed by the Required Holders or if not permitted under SEC regulations or not advisable under SEC rules or guidance) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the form attached hereto as Exhibit A (it being understood that the Company may include in such sections any such additional information not otherwise contained therein that is required to be included in such sections under SEC regulations). The Company shall use its reasonable best efforts to supplement or amend have the registration statement applicable Demand Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the applicable Demand Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd) Business Day following the applicable Demand Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to include be used in connection with sales pursuant to such informationDemand Registration Statement.

Demand Registration. Promptly after the Closing Date (a) If at and in any event not later than the time of filing any Holder shall request registration statement covering shares issuable upon conversion of the Company in writing to register Company's outstanding 10% Senior Convertible Notes under the Securities Act Note Purchase Agreement dated January 8, 2001), Mail.xxx xxxees to prepare and file a shelf registration statement on Form S-3 or other available form for an offering to be made on a continuous basis pursuant to Rule 415 (the "Registration Statement") covering all or a part of the Registrable Securities held by such Holder (a "Demand Registration"), the Company shall and to use all reasonable commercial efforts to cause the Registration Statement to be filed and declared become effective as soon as reasonably practicable thereafter (but the "DEMAND REGISTRATION"); provided, however, (1) Mail.xxx xxx delay the filing or effectiveness of the Registration Statement under the Act as required by this SECTION 2.01, or any sales thereunder, for a period of up to sixty (60) days if Mail.xxx xx currently engaged in negotiating a material financing or acquisition or disposition or other material corporate transaction and the Board of Directors of Mail.xxx xxxermines in good faith that such Demand Registration would be materially adverse to the interests of Mail.xxx xx connection with such financing, acquisition, disposition or other transaction; provided, however, that Mail.xxx xxx not exercise this right more than twice in any twelve (12) month period and (2) in no event later shall Mail.xxx xx required to file more than one registration statement; provided, however, that if, after a Demand Registration has become effective, the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale offering of Registrable Securities upon conversionpursuant thereto is suspended, exercise blocked by any stop order, injunction or exchange thereof. The Company agrees other order of the SEC or any governmental agency or court, or withdrawn, such Demand Registration will be deemed not to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements have been effected pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities2.01. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as If the Registration Statement in connection with a "Demand Registration Statement." The Company mayshall not become effective on or before 120 days after the Closing Date, then Mail.xxx xxxll pay to each such holder an amount equal to 1% per month (2% per month if permitted the Registration Statement has not become effective initially on or before 240 days after the Closing Date) of the principal amount of the Exchange Notes held by lawsuch holder (pro rated for partial months) from such 120th day or 240th day, effect any registration pursuant to this Section 2(a) by as applicable, until the filing earlier of a registration statement the date on Form S-3. However, if such registration involves an underwritten public offering which the Registration Statement becomes effective and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all second anniversary of the information required in a more detailed form specified in such notice is of material importance to the success issuance of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationExchange Notes.

Demand Registration. (a) If at At any time any Holder following the one hundred twenty day (120)-day anniversary of the Effective Date, each Purchaser shall have the right to request that the Company in writing to register under the Securities Act all or a part of the Registrable Securities held by such Holder (a "Demand Registration"), the Company shall use all reasonable efforts to cause to be filed prepare and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection file with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of Commission a registration statement on Form S-3. However, if such registration involves an underwritten public offering S-3 or other applicable form as determined by the Company (the "Registration Statement") for the purpose of registering the sale of the Shares and the managing underwriter(sOption Shares by such Purchaser from time to time on the facilities of any securities exchange or trading system on which the Common Stock of the Company is then traded or in privately-negotiated transactions. The Company shall prepare and file the Registration Statement with the Commission within thirty (30) at any time days of the Company's receipt of such Purchaser's written request of registration (the "Registration Request"). The Registration Statement shall notify contain all material non-public information disclosed to such Purchaser by the Company in writing that, in connection with the sole judgment of such managing underwriter(s), inclusion of some or all purchase of the information required Shares, the issuance of the Option Shares and the grant of the Option. For purposes of this Section 7, the term "Shares" and "Option Shares" shall include any other securities of the Company issued in exchange for the Shares or the Option Shares, respectively, as a more detailed form specified dividend on the Shares and the Option Shares or in such notice is of material importance connection with a stock split or other reorganization transaction, including, without limitation a Corporate Event (as applicable to the success of Option and the public offering of such Registrable Securities, Option Shares to the extent the Option is assumed by the Acquiring Entity) affecting the Shares or the Option Shares. The Company shall use all its commercially reasonable efforts to supplement or amend cause the Registration Statement to become effective (the "Registration Effective Date") within sixty (60) days of the Company's receipt of the Registration Request. The Company and such Purchaser shall bear equally, on a dollar-for-dollar basis, all expenses incurred by the Company and Purchaser (other than underwriting discounts, brokerage fees and commissions) in connection with the registration statement of such Purchaser's Shares and Option Shares pursuant to include this Section 7.1(a); provided, however, that such informationPurchaser shall bear all expenses incurred by the Company and such Purchaser in connection with the registration if such Purchaser previously had the opportunity to register an equivalent number of Shares and Options Shares under its registration rights under Section 7.1(b) below, but elected not to do so.

Demand Registration. Subject to Sections 3.1(c) and (ad) If at any time any and 3.2 hereof, each Designated Holder shall request (in such capacity, an “Initiating Holder”) may deliver to the Company in writing a written notice (a “Registration Notice”) informing the Company of his/her or its desire to register under the Securities Act all have his/her or a part of the its Registrable Securities held by such Holder (a "Demand Registration"), registered for sale and specifying the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale number of all such Registrable Securities to be registered by the Company and the intended method of disposition thereof and that such Holderrequest is being made pursuant to this Section 3.1(a) (a “Demand Registration”). The Company may cause the Registrable Securities that are the subject of a Demand Registration made in accordance with the immediately preceding paragraph to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, includingand which has been declared effective by, but the Commission under the Securities Act, or otherwise become effective thereunder, and which remains effective and not limited to, a sale subject to any stop order of the Commission (an “Existing Shelf Registration Statement”). Absent inclusion of such Registrable Securities in connection an Existing Shelf Registration Statement and subject to Sections 3.1(c) and (d) and 3.2 hereof, the Company shall file with the issuance Commission as soon as reasonably practicable after receiving a Registration Notice, but in any event prior to the later of any securities convertible into or exchangeable or exercisable (i) the first Business Day following the expiration of the periods referred to in the lock-up letters delivered pursuant to the Stock Purchase Agreement (collectively, the “Lock-Up Agreement”) and (ii) the sixtieth (60th) day following the Company’s receipt of such Registration Notice, a new registration statement and related prospectus (which may take the form of a Shelf Registration Statement in the sole discretion of the Company) (a “New Registration Statement”) providing for the offer and sale by the applicable Designated Holder of such Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company and agrees to use its commercially reasonable efforts to keep any cause such registration statement continuously New Registration Statement be declared effective by the Commission under the Securities Act as soon as practicable thereafter (unless such New Registration Statement is automatically effective upon filing), in each case giving due regard to the need to prepare current financial statements, conduct due diligence and usable for resale complete other actions necessary to effect a registered public offering of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requestsecurities. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand As used herein, “Registration Statement." The Company may, if permitted by law, effect any registration pursuant ” and “Prospectus” refer to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify a form the Company in writing thatis then eligible to use and related prospectus (including any preliminary prospectus and prospectus supplement) filed with the Commission pursuant to the Securities Act and utilized by the Company to satisfy a Designated Holder’s Registration Rights pursuant to this Agreement, including an Existing Shelf Registration Statement and related prospectus (including any preliminary prospectus and prospectus supplement) or a New Registration Statement and related prospectus (including any preliminary prospectus and prospectus supplement), including, in the sole judgment of such managing underwriter(s)each case, inclusion of some any documents incorporated or all of the information required in a more detailed form specified in such notice is of material importance deemed to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationbe incorporated therein by reference.

Demand Registration. Commencing from the Closing Date, Purchaser, upon written demand (aa “Demand Notice”) If at of any time any Holder shall request of the Company in writing Shareholders, agrees to register under the Securities Act all or a part of the Registrable Securities held by such Holder (a "Demand Registration"), Purchaser Ordinary Shares issuable to the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities Shareholders in connection with the issuance Acquisition Merger (the “Registrable Shares”). On such occasions, Purchaser will file a registration statement under Rule 415 of any securities convertible into or exchangeable or exercisable for the Securities Act with the Commission covering the Registrable Securities or the sale Shares within forty-five (45) days after receipt of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to a Demand Notice and use its commercially reasonable efforts to keep any have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. In addition, KMBP Holdings Limited shall have the right to request the Purchaser to file up to three registration statements covering some or all of its Purchaser Ordinary Shares. On such occasions, Purchaser will file such registration statement continuously within forth-five (45) days after receipt of a Demand Notice and use commercially reasonable efforts to have the registration statement declared effective and usable for resale of Registrable Securities for so long as promptly thereafter, subject to compliance with review by the Holder whose Registrable Securities are included therein Commission. Purchaser shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each cause any registration statement filed pursuant to this Section 2(a9.6 ‎(a) is hereinafter referred to remain effective for a period of at least 24 consecutive months after the initial effectiveness date of such registration statement or as long as a "Demand Registration Statement." The Company mayShareholder is an affiliate and cannot sell all of its shares pursuant to Rule 144 under the Securites Act during a three-month period (without any volume and other limits), if permitted longer. Purchaser will facilitate underwritten offerings and/or unlimited shelf takedowns as the case may be. Purchaser will also facilitate in-kind distributions to its partners, members or shareholders by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in Shareholders, including at a Shareholder’s request through filing one or more detailed form specified in such notice is of material importance registration statements, prospectus supplements or post-effective amendments to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the an existing resale registration statement to include such informationstatement.

Demand Registration. (a) If at At any time any Holder shall prior to December 30, 2002, upon the request the Company in writing to register under the Securities Act all of holders of Warrants or Warrant Shares representing a part majority of the Registrable Securities held by such Holder (a "Demand Registration")Warrant Shares issuable upon exercise of this Warrant, the Company shall use all reasonable efforts to cause to be filed and declared effective agrees that the Company will on two occasions file, under the 1933 Act, as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holderamended, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3S-3 or a successor form covering resale of the Registrable Securities (as defined below) issuable upon the exercise of this Warrant (the "Registration Statement"). However, if such registration involves an underwritten public offering The Company will use its best efforts to cause the Registration Statement to become effective as of the soonest practicable date following the date of filing and the managing underwriter(sCompany will (i) at take all other reasonable action necessary under any time shall notify federal law or regulation to permit all Registrable Securities to be sold or otherwise disposed of, (ii) prepare and file with the Company Securities and Exchange Commission such amendments and supplements to the Registration Statement and the prospectus used in writing that, in connection therewith as may be necessary to keep the sole judgment Registration Statement effective until the earlier to occur of such managing underwriter(s), inclusion (x) the sale of some or all of the information required in a more detailed form specified in such notice is of material importance to Registrable Securities purchasable hereunder and (y) 12 consecutive months after the success of the public offering effective date of such registration statement, and (iii) maintain compliance with the federal securities laws and regulations. For purposes of this Section 6, "Registrable Securities" means (a) any Common Stock or other securities issued or issuable upon exercise of this Warrant and (b) any securities issued or issuable with respect to any securities referred to in the foregoing clause by way of share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. As to any particular Registrable Securities, the Company once issued, such securities shall use all reasonable efforts cease to supplement or amend the be Registrable Securities when (a) a registration statement with respect to include the sale of such informationsecurities shall have become effective under the 1933 Act and such securities shall have been disposed of in accordance with such registration statement, (b) they shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the 1933 Act, or (c) they shall have ceased to be outstanding.

Demand Registration. (aA) If at At any time any Holder shall after the second anniversary of the Second Closing Date, the Investor may request the Company in writing from time to register time one or more registrations under the Securities Act covering the registration of all or a part such lesser amount of the its Registrable Securities held by such Holder if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5,000,000 (a "the “Demand Registration"”), . The Demand Registration shall be on such form as the Company shall select; provided that the Company shall not be obligated to file a registration statement on Form S-1. Each Demand Registration shall specify the number of Registrable Securities to be registered. The Company shall use all commercially reasonable efforts to cause a registration statement to be filed by the Registration Deadline, and shall use its commercially reasonable efforts to cause such registration statement to be declared effective as soon as reasonably practicable (but in no event by the SEC not later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities Effectiveness Deadline (as defined in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereofSection 5.19(j)(i)). The Company agrees to shall use its commercially reasonable efforts to keep any such Demand Registration current and effective until the earlier of (i) two years from the effective date of the registration statement continuously effective and usable for resale of statement; or (ii) the Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased registered thereby cease to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) It is hereinafter referred to as anticipated that a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a5.19(a) shall be effected by the filing means of a shelf registration statement under the Securities Act on Form S-3S-3 (a “Shelf Registration Statement”) in accordance with the methods and distribution set forth in the Shelf Registration Statement and Rule 415. However, if such If the Investor or any other Holder of Registrable Securities to whom the registration involves rights conferred by this Agreement have been transferred in compliance with this Agreement intends to distribute any Registrable Securities by means of an underwritten public offering and the managing underwriter(s) at any time it shall notify promptly so advise the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, and the Company shall use take all reasonable efforts steps to supplement facilitate such distribution, including the actions required pursuant to Section 5.19(c); provided, that the Company shall not be required to facilitate an underwritten offering of Registrable Securities unless the expected gross proceeds from such offering exceed $5,000,000 and the right of the Investor or amend any other Holder of Registrable Securities to whom the registration statement rights conferred by this Agreement have been transferred in compliance with this Agreement to include their Registrable Securities in such information.registration shall be conditioned upon their participation in such underwriting and the inclusion of their Registrable Securities in the underwriting to the extent provided herein. The lead underwriters in any such distribution shall be selected by the holders of a majority of the Registrable Securities to be distributed and be reasonably acceptable to the Company. Table of Contents 52

Demand Registration. Promptly after the Closing Date (a) If at and in any event not later than the time of filing any Holder shall request registration statement covering shares issuable upon conversion of the Company in writing to register Company's outstanding 10% Senior Convertible Notes under the Securities Act Note Purchase Agreement dated January 8, 2001), Xxxx.xxx agrees to prepare and file a shelf registration statement on Form S-3 or other available form for an offering to be made on a continuous basis pursuant to Rule 415 (the "Registration Statement") covering all or a part of the Registrable Securities held by such Holder and to use reasonable commercial efforts to cause the Registration Statement to become effective as soon as practicable thereafter (a the "Demand Registration"); provided, however, (1) Xxxx.xxx may delay the Company shall use all reasonable efforts filing or effectiveness of the Registration Statement under the Act as required by this Section 2.01, or any sales thereunder, for a period of up to cause sixty (60) days if Xxxx.xxx is currently engaged in negotiating a material financing or acquisition or disposition or other material corporate transaction and the Board of Directors of Xxxx.xxx determines in good faith that such Demand Registration would be materially adverse to be filed the interests of Xxxx.xxx in connection with such financing, acquisition, disposition or other transaction; provided, however, that Xxxx.xxx may not exercise this right more than twice in any twelve (12) month period and declared effective as soon as reasonably practicable (but 2) in no event later shall Xxxx.xxx be required to file more than one registration statement; provided, however, that if, after a Demand Registration has become effective, the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale offering of Registrable Securities upon conversionpursuant thereto is suspended, exercise blocked by any stop order, injunction or exchange thereof. The Company agrees other order of the SEC or any governmental agency or court, or withdrawn, such Demand Registration will be deemed not to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements have been effected pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities2.01. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as If the Registration Statement in connection with a "Demand Registration Statement." The Company mayshall not become effective on or before 120 days after the Closing Date, then Xxxx.xxx shall pay to each such holder an amount equal to 1% per month (2% per month if permitted the Registration Statement has not become effective initially on or before 240 days after the Closing Date) of the principal amount of the Exchange Notes held by lawsuch holder (pro rated for partial months) from such 120th day or 240th day, effect any registration pursuant to this Section 2(a) by as applicable, until the filing earlier of a registration statement the date on Form S-3. However, if such registration involves an underwritten public offering which the Registration Statement becomes effective and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all second anniversary of the information required in a more detailed form specified in such notice is of material importance to the success issuance of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationExchange Notes.

Demand Registration. (aSubject to Sections 3.1(c) If and 3.2 hereof, at any time any and from time to time, each Designated Holder shall request (in such capacity, an “Initiating Holder”) may deliver to the Company in writing a written notice (a “Registration Notice”) informing the Company of his/her or its desire to register under the Securities Act all have his/her or a part of the its Registrable Securities held by such Holder (a "Demand Registration"), registered for sale and specifying the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale number of all such Registrable Securities to be registered by the Company and the intended method of disposition thereof and that such Holderrequest is being made pursuant to this Section 3.1(a) (a “Demand Registration”). The Company may cause the Registrable Securities that are the subject of a Demand Registration made in accordance with the immediately preceding paragraph to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, includingand which has been declared effective by, but the Commission under the Securities Act, or otherwise become effective thereunder, and which remains effective and not limited to, a sale subject to any stop order of the Commission (an “Existing Shelf Registration Statement”). Absent inclusion of such Registrable Securities in connection an Existing Shelf Registration Statement and subject to Sections 3.1(c) and 3.2 hereof, the Company shall file with the issuance Commission as soon as reasonably practicable after receiving a Registration Notice, but in any event prior to the later of any securities convertible (i) the first Business Day following the expiration of the period referred to in the lock-up letter to be delivered by the Manager pursuant to the underwriting agreement to be entered into or exchangeable or exercisable among the Company, the Manager and the underwriters named therein for Registrable Securities or the sale of Common Shares in the IPO (the “Lock-Up Agreement”) and (ii) the sixtieth (60th) day following the Company’s receipt of such Registration Notice, a new registration statement and related prospectus (which may take the form of a Shelf Registration Statement in the sole discretion of the Company) (a “New Registration Statement”) providing for the offer and sale by the applicable Designated Holder of such Registrable Securities upon conversion, exercise or exchange thereof. The Company and agrees to use its commercially reasonable efforts to keep any cause such registration statement continuously New Registration Statement be declared effective by the Commission under the Securities Act as soon as practicable thereafter (unless such New Registration Statement is automatically effective upon filing), in each case giving due regard to the need to prepare current financial statements, conduct due diligence and usable for resale complete other actions necessary to effect a registered public offering of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requestsecurities. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand As used herein, “Registration Statement." The Company may, if permitted by law, effect any registration pursuant ” and “Prospectus” refer to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify a form the Company in writing thatis then eligible to use and related prospectus (including any preliminary prospectus and prospectus supplement) filed with the Commission pursuant to the Securities Act and utilized by the Company to satisfy a Designated Holder’s Registration Rights pursuant to this Agreement, including an Existing Shelf Registration Statement and related prospectus (including any preliminary prospectus and prospectus supplement) or a New Registration Statement and related prospectus (including any preliminary prospectus and prospectus supplement), including, in the sole judgment of such managing underwriter(s)each case, inclusion of some any documents incorporated or all of the information required in a more detailed form specified in such notice is of material importance deemed to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationbe incorporated therein by reference.

Demand Registration. (a) If registration on a Shelf Registration Statement pursuant to Section 3 hereof is not available to a Holder or Holders at any time time, then upon the request in writing of any Holder shall request or Holders who together hold a majority of the Company in writing then outstanding Registrable Securities (the "Majority Holder") to register under the Securities Act all or a part of the Registrable Securities held by such Majority Holder (a "Demand Registration"), the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th 60th day after such Majority Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Majority Holder, and shall use all reasonable efforts to cause such registration statement to be declared effective within 60 days of such filing, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof; provided, that, the anticipated offering price of each Demand Registration shall be at least $5,000,000. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long a period of not less than 180 days, or such shorter period as is necessary to complete the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file distribution of the securities covered by such registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securitiesstatement. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the such registration statement to include such information.

Demand Registration. (a) If at At any time any Holder shall and from time to time after 180 days following the commencement of the Initial Offering, upon written request by the Requisite Holders that the Company in writing to register effect the registration under the Securities Act of all or a part of the Registrable Securities held by such Holder (a "Demand RegistrationRequest"), the Company shall will use all reasonable best efforts to cause register the Registrable Securities which the Company has been so requested to be filed and declared effective as soon as reasonably practicable register by the Holders under the Securities Act for resale by the Holders in an underwritten offering (but in no event later than the 45th day after such Holder's request is madea "Subsequent Offering") pursuant to a registration statement providing for (the sale of all such Registrable Securities to "Subsequent Registration Statement") that has been declared effective by the Commission, which registration statement shall be registered kept effective by such Holder, including, but not limited to, a sale the Company until the earlier of such Registrable Securities in connection with time as the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities Subsequent Offering is completed or the sale expiration of Registrable Securities upon conversion, exercise or exchange thereof60 days following the effectiveness of the Subsequent Registration Statement. The Company agrees to will use its reasonable best efforts to keep any have each Subsequent Registration Statement declared effective by the Commission within ninety (90) days after receipt of such registration statement continuously effective and usable for resale request or within sixty (60) days after receipt of Registrable Securities for so long as such request if the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated is qualified to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Commission Form X-0, X-0 or any successor or similar short-form registration statement (collectively, "Commission Form S-3"). HoweverSubject to subdivision (g), if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company may include in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all Subsequent Registration Statement and Subsequent Offering other securities of the information required in Company for sale, for the Company's account or for the account of any other person. Upon receipt of a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable SecuritiesDemand Request, the Company shall use promptly give written notice of such request to all reasonable efforts Holders, and all Holders shall be afforded the opportunity to supplement or amend participate in such request as follows: subject to subdivision (g), the registration statement to Company will include in each Subsequent Registration Statement and Subsequent Offering such informationnumber of Registrable Securities of any Holder joining in such request as are specified in a written request by the Holder received by the Company within 20 days after receipt of such written notice from the Company.

Demand Registration. (aUpon written request of the Holder(s) If of at least a majority of the then outstanding Warrants and Warrant Shares made at any time any Holder shall request within the Company in writing to register under period commencing one year and ending five years after the Securities Act all or a part of the Registrable Securities held by such Holder (a "Demand Registration")Effective Date, the Company shall use all file within a reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but period of time and, in no any event later than within the 45th day time period provided in Section 12.3(a) after receipt of such Holder's request is made) written request, at its sole expense, on one occasion, a registration statement providing for under the sale Act registering the Warrant Shares. Within 15 days after receiving any such notice, the Company shall give notice to the other Holders of all the Warrants and the Warrant Shares advising that the Company is proceeding with such Registrable Securities registration statement, and offering to be registered by such Holder, including, but not limited to, a sale include therein the Warrant Shares of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requestother Holders. The Company shall not be obligated to include the Warrant Shares of any such other Holder in such registration unless such other Holder shall accept such offer by notice in writing to the Company within 15 days after receipt of such notice from the Company. The Company shall use its reasonable best efforts to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each and cause such registration statement filed pursuant to this become effective as promptly as practicable and to remain effective for the period of time provided in Section 2(a12.3, to reflect in the registration statement financial statements that are prepared in accordance with Section 10(a)(3) is hereinafter referred of the Act, and to as amend or supplement such registration statement to reflect any facts or events arising that, individually or in the aggregate, represent a "Demand Registration Statement." The Company may, if permitted by law, effect material change in the information set forth in the registration statement to enable any Holders of Warrants to exercise warrants and/or sell the underlying Warrant Shares during such time period provided in Section 12.3. If any registration pursuant to this Section 2(a12.1 is an underwritten offering, the Holders of a majority of the Warrant Shares to be included in such registration will select an underwriter (or managing underwriter if such offering should be syndicated) approved by the filing of a registration statement on Form S-3Company, such approval not to be unreasonably withheld. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company Notwithstanding anything in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance this Warrant Agreement to the success of the public offering of such Registrable Securitiescontrary, the Company shall use all be entitled to postpone for a reasonable efforts to supplement period of time (not exceeding 60 days in any 12-month period) the filing or amend the effectiveness of any registration statement otherwise required to include such information.be prepared and filed by it pursuant to

Demand Registration. (a) If Subject to the terms and conditions of this Agreement, including Section 2(c), if at any time any Holder shall request following June 23, 2011, the Company in writing to receives a written request from the Investor Representative on behalf of any Electing Investors that the Company register under the Securities Act Registrable Securities representing (i) at least 5,500,000 shares of Common Stock or (ii) any amount of shares of Series B Preferred then outstanding if the Shareholder Approvals have not been obtained at such time, then the Company shall file, as promptly as reasonably practicable but no later than the applicable Filing Deadline, a registration statement under the Securities Act covering all or a part Registrable Securities that the Investor Representative, on behalf of the Electing Investors, 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 Registrable Securities held by on Form S-3, in which case such Holder (registration shall be on another appropriate form for such purpose) and, if the Company is a "Demand Registration")WKSI as of the Filing Deadline, the shall be an Automatic Shelf Registration Statement. The Company shall use all its commercially reasonable efforts to cause the registration statement to be filed and declared effective or otherwise to become effective under the Securities Act as soon as reasonably practicable (but but, in any event, no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such HolderEffectiveness Deadline, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to and shall use its commercially reasonable efforts to keep any such the registration statement continuously effective under the Securities Act until the earlier of (1) the date on which the Investor Representative notifies the Company in writing that the Registrable Securities included in such registration statement have been sold or the offering therefor has been terminated or (2) (x) 15 Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is a WKSI and usable filed an Automatic Shelf Registration Statement in satisfaction of such demand, (y) 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 of the Registrable Securities on Form S-3 in satisfaction of such demand, or (z) 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 so long as resale the Holder whose Registrable Securities are included therein shall request. The Company 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 obligated extended automatically by one Business Day for each Business Day that the use of such registration statement or prospectus is suspended by the Company pursuant to file any Scheduled Black-out Period, pursuant to Section 2(d) or pursuant to Section 5(i). Neither the Company nor any other Person (other than any Electing Investor) shall be entitled to include Other Securities in any registration statements initiated by the Investor Representative on behalf of the Electing Investors pursuant to this Section 2(a) until all 2 without the prior written consent of the Investor Representative (in the case of Other Securities of the Company, such consent not to be unreasonably withheld, conditioned or delayed), and upon such consent the Registrable Securities shall have ceased to be Registrable priority for inclusion in any firm commitment underwritten offering, ahead of all Other Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationany Underwriter Cutback.

Demand Registration. (a) If If, at any time after the Corporation has filed any Holder shall request the Company in writing to register registration statement under the Securities Act or the Securities Exchange Act, except with respect to registration statements filed on Form S-8 or any successor form, the Corporation receives a written request by ACAS, its successors or assigns (each, a “Demanding Holder”) to effect the registration under the Securities Act of shares of Registrable Securities of the Corporation (a “Demand Registration”), the Corporation shall follow the procedures described in this Section. Thereupon, the Corporation shall, as expeditiously as possible, use its best reasonable efforts to effect the registration on a form of general use under the Securities Act of the shares it has been requested to register in such initial request and in any response to such notice given to the Corporation within twenty (20) days after the Corporation’s giving of such notice; provided, however, that the Corporation shall not be required to effect a Demand Registration if more than two Demand Registrations have been undertaken. The Corporation may not be required to effect a registration pursuant to this Section during the first 180 days after the effective date of any registration statement filed by the Corporation under Section 8.1 if the Demand Holders have been afforded the opportunity to register in such registration all or a part majority of their Registrable Securities. The Corporation may include in any registration under this Section any other shares of Registrable Securities (including issued and outstanding shares of stock as to which the holders thereof have contracted with the Corporation for “piggyback” registration rights) so long as the inclusion in such registration of such shares will not, in the opinion of the Registrable Securities held by such Holder managing underwriter of the shares of the stockholder or stockholders first demanding registration (a "Demand Registration"if the offering is underwritten), interfere with the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but successful marketing in no event later than accordance with the 45th day after such Holder's request is made) a registration statement providing for the intended method of sale or other disposition of all such Registrable Securities the stock sought to be registered by such Holderdemanding stockholder or stockholders pursuant to this Section. (b) In addition to the registration rights provided in Section 8.1 and 8.2(a) above, includingif at any time the Corporation is eligible to use Commission Form S-3 (or any successor form) for registration of secondary sales of Registrable Securities, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale single Stockholder of Registrable Securities upon conversionholding two percent (2%) or more of the Common Stock, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale on a Fully Diluted Basis, may request in writing that the Corporation register shares of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requeston such form or any successor form. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment Upon receipt of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securitiesrequest, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information.Corporation

Demand Registration. In the event the Company has not caused to be filed a Registration Statement as provided in Section 2(a) within six (a6) If months from the date hereof, Holder shall have the right, at any time any Holder shall request and from time to time after such six (6) month period, to demand that the Company in writing cause to register be filed a Registration Statement or an amendment to a Registration Statement providing for the registration under the Securities Act all or a part of the Shares to be issued to Holder to the extent allowed by applicable regulations and the resale by the Holder of all Registrable Securities held by such Holder (a "Demand Registration")Securities, or, in the event the Company has filed a Registration Statement as provided in Section 2(a) within six (6) months from the date hereof, but such Registration Statement has not been declared effective by the SEC, Holder shall use all reasonable efforts have the right at any time and from time to time after January 1, 1998, to demand that the Company cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement Registration Statement or an amendment to a Registration Statement providing for the sale registration under the Securities Act of the Shares to be issued to Holder and the resale by the Holder of all such Registrable Securities to be registered by such HolderSecurities; provided, includinghowever, but not limited to, a sale if at the time of such Registrable Securities in connection with demand, the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversionShares have been issued, exercise or exchange thereofsuch Registration Statement shall only relate to sales by Holder. The Company agrees to use its reasonable best efforts to keep any such registration statement Registration Statement continuously effective and usable under the Securities Act for resale of Registrable Securities for so long as a period expiring on the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(adate two (2) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by years from the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all date of the information required in a more detailed form specified in such notice is last issuance of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts any Shares and further agrees to supplement or amend the Registration Statement, if and as required by the rules, regulations or instructions applicable to the registration statement to include form used by the Company for such informationRegistration Statement or by the Securities Act or by any other rules and regulations thereunder for such Registration Statement.

Demand Registration. (a) If Upon the written request from the Holders of at least a majority of the Additional Registrable Securities then outstanding(the “Requisite Shareholders”), delivered at any time any Holder shall request and from time to time after the date hereof, the Company in writing shall prepare and file a Demand Registration Statement covering the resale of the Additional Registrable Securities then outstanding on or prior to the applicable Filing Date. The Demand Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Additional Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its commercially reasonable best efforts to cause each Additional Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the applicable Effectiveness Date, and shall use its commercially reasonable best efforts to cause each Additional Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep each Demand Registration Statement continuously effective under the Securities Act until the earliest of: (i) the date when all or a part of the Additional Registrable Securities held covered by such Holder Demand Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) or (ii) the date when all of the Additional Registrable Securities covered by such Demand Registration Statement have been sold or may be sold in any 90 day period in reliance on Rule 144 (the “Subsequent Effectiveness Period”). Notwithstanding the foregoing, the Requisite Shareholders shall not be entitled to demand that the Company cause more than two (2) such demand registrations in any consecutive 12 month period to become effective pursuant to this Section 4(a) if such registrations have been declared or ordered and remain effective (it being understood that for purposes of a "Demand Registration"third demand pursuant to this Section 4(a), such 12 month period shall begin on the date the first demand was made and for purposes of any other demand pursuant to this Section 4(a), such 12 month period shall begin on the date the penultimate demand was made). Further, notwithstanding the foregoing, the Company shall use all reasonable efforts may suspend the effectiveness of any Demand Registration Statement by written notice to cause the Holders for a period not to exceed an aggregate of 30 days in any 60-day period (each such period, a “Suspension Period”) if (x) an event occurs and is continuing as a result of which any Demand Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein would, in the Company’s judgment, contain an untrue statement of a material fact or omit to state a material fact required to be filed stated therein or necessary to make the statements therein not misleading, and declared effective as soon as reasonably practicable (but y) the Company determines in no event later than good faith that the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale disclosure of such Registrable Securities event at such time would be materially detrimental to the Company and its subsidiaries, provided, that Suspension Periods shall not exceed an aggregate of 90 days in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request360-day period. The Company shall not be obligated required to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, specify in the sole judgment of such managing underwriter(s), inclusion of some or all written notice to the Holders the nature of the information required in a more detailed form specified in such notice is of material importance event giving rise to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationSuspension Period.

Demand Registration. (a) If The Holders of at any time any Holder shall request least a majority of the Company in writing then outstanding Registrable Securities (subject to Section 2.1(d) below) may make up to two written requests to HT to register their Registrable Securities during each twelve month period (each such Holder making such request being referred to hereinafter as a "Requesting Holder"), under the Securities Act all and under the ----------------- securities or a part "blue sky" laws of the Registrable Securities held any jurisdiction reasonably designated by such Requesting Holder (a "Demand Registration"), which may, at the Company shall use election of the ------------------- Requesting Holder, include all reasonable efforts to cause to or any portion of the Registrable Securities held by such Requesting Holder unless in the case of an underwritten offering, the managing Underwriter advises that shares should be filed and declared effective as soon as reasonably practicable excluded (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all which case such Registrable Securities to shall be registered excluded in accordance with the provisions of this Section 2.1 below). Within ten (10) Business Days after receipt by such Holder, including, but not limited to, a sale HT of such Registrable Securities a written registration request, HT shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in connection with the issuance proposed registration and sale, upon written request to HT within ten (10) Business Days after receipt of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversionsuch notice from HT (such participating Holder additionally, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company mayRequesting Holder"). At the request of the Requesting Holders, if permitted by law, effect any registration HT shall use its ----------------- commercially reasonable efforts to cause each offering pursuant to this Section 2(a) to be managed, on a firm commitment basis, by a recognized regional or national Underwriter selected by the filing Requesting Holders and approved by HT, such approval not to be unreasonably withheld. HT shall use its commercially reasonable efforts to cause such Demand Registration to become effective not later than three (3) months after it receives an initial request for a Demand Registration and to remain continuously effective for a period of at least one-hundred thirty-five (135) days from the effective date of such Demand Registration Statement or such shorter period which shall terminate when all of the Registrable Securities covered by the Demand Registration Statement have been sold pursuant thereto. HT shall not be required to effect more than two Demand Registrations at the request of the Holders in any twelve month period; provided, however, that any such request shall only be deemed the use of one of the two Demand Registrations hereunder, when a registration statement on Form S-3. However, if such covering not less than seventy-five percent (75%) of the Registrable Securities specified in notices requesting registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, are included for sale in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationDemand for Registration Statement that has been declared.

Demand Registration. (a) If at any time any Holder shall request On or prior to each Filing Date, the Company in writing to register under shall prepare and file with the Securities Act Commission a Registration Statement covering the resale of all or a part such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of 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. In the event that the number of Shares and/or Warrant Shares held by the Purchasers increases after the initial Filing Date, The Company agrees to amend the Registration Statement to include all Registrable Securities held by the Purchasers. The Registration Statement shall be on Form S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in which case such Holder registration shall be on another appropriate form in accordance herewith) and shall contain (a "Demand Registration")unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use all reasonable its best efforts to cause a Registration Statement to be filed and declared effective under the Securities Act as soon promptly as reasonably practicable (possible after the filing thereof, but in no any event later than prior to the 45th day applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Holder's request is made) Registration Statement, file a registration statement providing final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the sale registration of all such or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by such Holder, including, but not limited to, a sale warrants and other derivative securities (including the Warrants purchased on the date hereof) of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing thatthen subject to registration under the Registration Statement (applied, in the sole judgment case that some warrants may be registered, on a pro rata basis based on the total number of such managing underwriter(sunregistered warrants), inclusion of some second by securities held directly or all indirectly by either a director or officer of the information required in a more detailed form specified in such notice is Company or holder of material importance to the success greater than ten percent (10%) of the public offering Company’s securities, except for Purchasers or affiliates thereof, and third by the remaining Common Stock (applied, in the case that some Common Stock may be registered, on a pro rata basis based on the total number of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationunregistered Common Stock).

Demand Registration. a.Within the period of time beginning on the ten (a10) If at any time any Holder shall request days following the filing of the Required Financials and ending on the day that is one hundred and sixty (160) days after the date of this Agreement, Holders which are not Affiliates of the Company in writing to register (the “Non-Affiliate Holders”), holding at least a majority of the Registrable Securities then outstanding may request registration under the Securities Act of all or a part any portion of the their Registrable Securities held by such Holder pursuant to a Registration Statement on Form S-1 or any successor form thereto (each, a "Demand Long-Form Registration"). The 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 use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable promptly (but in no event later than the 45th day after such Holder's request is madeten (10) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale days following receipt thereof) deliver notice of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale request to all other Holders of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees who shall then have ten (10) days from the date such notice is given to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, of their desire to be included in such registration. The Company shall use its commercially reasonable efforts to prepare and file with (or confidentially submit to) the sole judgment of such managing underwriter(s), inclusion of some Commission a Registration Statement on Form S-1 or any successor form thereto covering all of the information required in a more detailed form specified Registrable Securities that the Holders thereof have requested to be included in such notice Long-Form Registration within thirty (30) days after the date on which the initial request is of material importance to the success of the public offering of such Registrable Securities, the Company given and shall use all its commercially reasonable efforts to supplement or amend 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 Long-Form Registration more than one (1) time (subject to Section 2(e)) 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 0 unless and until it has become effective and the Non-Affiliate Holders requesting such registration statement are able to include register and sell at least a majority of the Registrable Securities requested to be included in such informationregistration.

Demand Registration. (a) If at any time any Holder shall request Xxxxxxxxx may exercise demand registration rights pursuant to this Agreement by providing the Company in writing with a written notice during the term of this Agreement. The notice shall specify that it is being made pursuant to register under this Section 2 and include a request by Xxxxxxxxx that the Securities Act all Company file a registration statement, or a part similar document pursuant to any other statute then in effect corresponding to the 1933 Act, covering the registration of Common Stock owned by Xxxxxxxxx with a proposed aggregate offering price to the Registrable Securities held by such Holder (a "Demand Registration")public of not less than $25,000,000. Subject to Section 8 of this Agreement and receipt of proper notice, the Company shall use its best efforts to cause the Common Stock specified in the notice to be registered under the 1933 Act. Notwithstanding the foregoing, the Company shall not be obligated to effect a registration pursuant to this Section 2 (i) during the period starting with the date 45 days prior to the Company's estimated date of filing of, and ending on a date 120 days following the effective date of, a registration statement pertaining to an underwritten public offering of Common Stock for the account of the Company, provided that the Company is actively employing in good faith all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously to become effective and usable for resale that the Company's estimate of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requestdate of filing such registration statement is made in good faith and (ii) during any period of up to 90 days during which the Company reasonably determines that the registration would be materially adverse to the Company, provided that the Company makes such determination in good faith. The Company shall be obligated to file registration statements effect only two registrations pursuant to this Section 2(a) until all Registrable Securities have ceased 2. Subject to the provisions of Section 8 of this Agreement, the Company shall be permitted to cause to be Registrable Securities. Each registered shares of its Common Stock in connection with any registration statement filed effected pursuant to this Section 2(a) is hereinafter referred 2. If the Company registers and sells a number of shares of Common Stock equal to as 50% or more of the total number of shares registered and sold pursuant to a "Demand Registration Statement." The Company mayregistration requested pursuant to this Section 2, if permitted by law, effect any the registration shall be considered a registration pursuant to Section 3 of this Agreement. Any request for registration pursuant to this Section 2(a) by the filing of 2 may be for either a registration statement on Form S-3. However, if such registration involves an firmly underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing thator a "best efforts" offering, in the sole judgment each case to be managed by an underwriter or underwriters of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance recognized national standing designated by Xxxxxxxxx and reasonably acceptable to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationCompany.

Demand Registration. (a) If at At any time any Holder shall following the date that is six (6) months after the Company’s Common Shares are listed for trading on NASDAQ but prior to the expiration of the Effectiveness Period; provided, that the Holders continue to hold at least 66 2/3% of the Registrable Securities originally purchased pursuant to the Subscription Agreement, the Holders of a majority of the then outstanding Registrable Securities may request that the Company in writing to register effect the registration under the Securities Act all or a part of the Registrable Securities held by such Holder (a "Demand Registration")“Registration Request”) of an amount of the Common Shares with a market value at the time such Registration Request is made of at least Cdn$10,000,000. If the Company receives a Registration Request, then the Company shall use (i) within ten (10) days of the receipt of such Registration Request, give written notice of such request to all reasonable efforts to Holders describing the terms of such registration and, if applicable, the underwriting and (ii) as soon as practicable cause to be prepared and filed with the SEC a Registration Statement providing for the resale of all Registrable Securities which Holders request to be registered; provided, however, that the Company shall be permitted to delay for one or more periods (each such period, a “Delay”) any such Registration Request in the event that (x) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Company determines in good faith that the public disclosure requirements imposed on the Company under the Securities Act in connection with the Registration Statement would require disclosure of such activity, transaction, preparations or negotiations, (y) any financial statements or other information required to be included or incorporated by reference in the Registration Statement are not available, or (z) the Company has timely filed a post-effective amendment to the Registration Statement to satisfy its undertakings under Item 512 of Regulation S-K promulgated under the Securities Act or to include any prospectus required by Section 10(a)(3) of the Securities Act and such amendment shall have not yet been declared effective by the Commission. The Company agrees to file such amendment, supplement or report or otherwise disclose such additional information as soon as reasonably practicable following such notice of such Delay. Notwithstanding the foregoing, the Company agrees that no Delay shall be for a period of longer than 40 days and no Delay or Delays shall be for an aggregate in any 365-day period of longer than 120 days; provided that any Delay of up to 20 days pursuant to clause (z) of this Section 2(a) shall not count toward the calculation of such periods. The Registration Statement may be on Form S-1 or any other applicable form available to the Company. The Company shall cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof. The Company shall keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by such Registration Statement have been sold, but in no event later longer than the 45th day after such Holder's request is madetwelve (12) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requestmonths. The Company shall not be obligated to file registration statements and cause to become effective more than two (2) Registration Statements pursuant to this Section 2(a) ). A Registration Statement shall not be counted for purposes of the foregoing until such time as such Registration Statement has been declared effective by the SEC and all of the Registrable Securities offered pursuant to such Registration Statement are sold thereunder upon the price and terms offered. Notwithstanding anything to the contrary contained herein, if the SEC specifically prohibits the Registration Statement from including all Registrable Securities have ceased (“SEC Guidance”) (provided that the Company shall advocate with the SEC for the registration of all or the maximum number of the Registrable Securities permitted by SEC Guidance to be included in such Registration Statement, such maximum number, the “Rule 415 Amount”), then the Company will not be in breach of this provision by following such SEC Guidance, and the Company will file such additional Registration Statements at the earliest practicable date on which the Company is permitted by SEC Guidance to file such additional Registration Statements related to the Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by laweach registering the Rule 415 Amount, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. Howeverseriatim, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or until all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationSecurities have been registered.

Demand Registration. (a) If at any time any Holder shall The Company agrees that within sixty days of receiving a written request of the Company in writing to register under the Securities Act all Pioneer Partnership or a part majority of its direct assigns (the Registrable Securities held by such Holder (a "Demand RegistrationHolders"), for so long as such Holders in the aggregate, are holders of Preferred Stock and/or Common Stock ("Initiating Holders"), on one (1) occasion, but not prior to July 1, 2000 provided that the Company shall use all reasonable efforts to cause to be is a reporting company under the Exchange Act, or has filed and declared effective as soon as reasonably practicable (a registration statement under the 1933 Act, or such other means by which the Company has then become a "public company" or "goes public" such that it has a class of stock which is publicly traded, but in no event later than the 45th day after shall such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities right continue to be registered by such Holdersuspended after one (1) year from the date of the Closing hereof, includingshall, but not limited toat the Company's sole cost and expense, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable best efforts to keep cause any or all of the Preferred Stock and/or the underlying securities issuable upon conversion of the Preferred Stock (collectively the "Registrable Securities"), to be the subject of an appropriate Registration Statement, so as to enable the Initiating Holders to publicly offer without restriction such securities. Upon receipt of a written request by the Initiating Holders, the Company will promptly give written notice of the proposed registration to all other Holders and as soon as practicable, use its diligent reasonable best efforts to effect such registration statement continuously with the Commission (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification filings under applicable state securities (blue sky) laws and usable for resale of Registrable Securities for so long as appropriate compliance with applicable regulations issued under the Holder whose Registrable Securities are included therein shall request1933 Act). The Company shall be obligated to file such registration statements statement pursuant to this Section 2(athe Securities Act of 1933, as amended (the "1933 Act") until all to register the Registrable Securities have ceased to be Registrable Securitiesfor resale. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all its reasonable best efforts to supplement or amend the cause such registration statement to include become and remain effective (including the taking of such informationsteps as are reasonably necessary to obtain the removal of any stop order) on a timely basis.

Demand Registration. (a) If at At any time any Holder and from time to time after the first anniversary of the date hereof but prior to the fifth anniversary of the date hereof, the holders of Underwriter Warrants shall have the right to make written request of the Company in writing on one occasion to register under the Securities Act all at least fifty percent (50%) of the Underlying Stock which would be issuable upon exercise of the Underwriter Warrants pursuant to the terms and conditions hereof. The Underlying Stock specified in such request or a part request pursuant to Section 3(d) hereof is referred to herein as the "Subject Stock." Promptly upon receipt of such request, the Company shall file with the Commission a Registration Statement on the applicable form for the registration of the Registrable Securities held by Subject Stock and use its best efforts to cause such Holder Registration Statement to become effective (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with the Act and the Rules and Regulations promulgated thereunder) as soon as practicable to permit or facilitate the sale and distribution of the Subject Stock. Immediately upon receipt of a "Demand Registration"request for registration pursuant to this Section 3(c), the Company shall use all reasonable efforts notify each of the holders of Underwriter Warrants of such request. Notwithstanding the provisions of this Section 3(c), if the Company shall furnish to cause the holders of Underwriter Warrants a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its stockholders for such a Registration Statement to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request it is made) therefore essential to defer a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale filing of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts have the right to supplement or amend defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request from the holders of Underwriter Warrants to effect such a registration; provided, however, that the Company may not utilize the right more than once in any twenty-four (24) month period; and, provided further, that the holders of Underwriter Warrants may, at any time in writing, withdraw such request for such registration statement and therefore preserve the right provided in this Section 3(c) for the holders of Underwriter Warrants to include request such informationregistration.

Demand Registration. (a) If If, at any time any Holder on or after the date of this Agreement, the Investors convert the Warrants into New Preferred Stock, such Investors shall request have the right to require the Company in writing to, pursuant to the terms of this Agreement, register under the Securities Act all or a part of the their Registrable Securities held by such Holder (a "“Demand Registration"”) by delivering to the Company a written notice stating that such right is being exercised, naming, if applicable, the Investors whose Registrable Securities are to be included in such registration (collectively, the “Demanding Shareholders”), and specifying the number of each of such Demanding Shareholder’s Registrable Securities to be included in such registration; provided that the Company shall not be obligated to effect, in total, more than two such Demand Registrations. If the filing of a Registration Statement pursuant to this Agreement would require the Company to make a public disclosure of material non-public information, which disclosure, in the good-faith judgment of the Company based on the advice of counsel, (i) would be required to be made in such Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement or (iii) would reasonably be expected to adversely affect in any material respect the Company or its business or the Company’s ability to effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Demanding Shareholders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so (x) more than once in any six-month period or (y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days during any 12-month period. In order to defer the filing of a Registration Statement pursuant to this Section 2, the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable promptly (but in no any event later than within 10 days), upon determining to seek such deferral, deliver to each Demanding Shareholder a certificate signed by an executive officer of the 45th day after Company stating that the Company is deferring such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements filing pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration 2 and a statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in reason for such notice is of material importance to the success deferral and an approximation of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationanticipated delay.

Demand Registration. The Company shall cause the Registration ------------------- Statement required to be filed pursuant to Section 7.1 hereof to become effective as soon as practicable after filing, but in no event later than six (a6) If at any time any Holder months after the Phase I Closing Date ("Registration Deadline"). In the event such registration is not so declared effective or does not include all Shares, a holder of Registrable Securities shall request have the right to require by notice in writing that the Company in writing to register under the Securities Act all or a any part of the Registrable Securities held by such Holder holder (a "Demand Registration"), ) and the Company shall use thereupon effect such registration in accordance herewith (which may include adding such shares to an existing shelf registration). The parties agree that if the holder of Registrable Securities demands registration of less than all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than of the 45th day after such Holder's request is made) Registrable Securities, the Company, at its option, may nevertheless file a registration statement providing for covering all of the sale of Registrable Securities. If such registration statement is declared effective with respect to all such Registrable Securities and the Company is in compliance with its obligations under this Agreement, the demand registration rights granted pursuant to be registered by this Section shall cease. If such Holder, including, but registration statement is not limited to, a sale of such Registrable Securities in connection declared effective with the issuance of any securities convertible into or exchangeable or exercisable for respect to all Registrable Securities or if the sale of Registrable Securities upon conversionCompany is not in compliance with such obligations, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such the demand registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein rights described herein shall requestremain in effect. The Company shall not be obligated to file registration statements pursuant to this Section 2(aeffect a Demand Registration as described above: (i) until if all of the Registrable Securities have ceased held by the holder of Registrable Securities which are demanded to be Registrable Securities. Each covered by the Demand Registration are, at the time of such demand, included in an effective registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(sCompany is in compliance with its obligations under this Agreement; (ii) if all of the Registrable Securities may be sold under Rule 144(k) of the Act and the Company's transfer agent has accepted an instruction from the Company to such effect; or (iii) at any time shall notify after two (2) years from the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationClosing Date.

Demand Registration. (a) If at At any time any Holder shall request after the earlier of (x) the third anniversary of the date of this Agreement and (y) the first day on which the members of the Board that are independent under the listing standards of the New York Stock Exchange, plus (without duplication) the members of the Board that are Series A Designees constitute less than a majority of the members of the Board, subject to the right of the Company in writing to register under the Securities Act all or Section 2.1(f) and Section 2.3(j), upon written notice (a part “Demand Notice”) by Holders owning a majority of the Registrable Securities held by such Holder (a "Demand Registration"), the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such then outstanding Registrable Securities, the Company shall use all its commercially reasonable efforts to supplement prepare and file with the SEC a Registration Statement covering the sale or amend distribution by the Holders by way of underwritten offering, block sale or any other distribution plan (other than pursuant to a merger, exchange offer or similar transaction) designated in such Demand Notice, but excluding any plan of distribution for offers and sales on a delayed or continuous basis that would require a “shelf” registration, of all of the Registrable Securities requested to be registered in such Demand Notice on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by such Holders) in accordance with the foregoing (a “Demand Registration”) on or prior to the date that is thirty (30) days from the date of such Demand Notice (such date of actual filing, the “Filing Date”), and shall use its commercially reasonable efforts to cause such Demand Registration to be declared effective by the SEC as promptly as practical after the filing thereof. (b) Once a Demand Registration is declared effective, the Company shall, subject to Section 2.1(f) and Section 2.3(j), use its commercially reasonable efforts to cause such Demand Registration to be continuously effective until the earlier of (A) the time that the Registrable Securities covered by such Demand Registration have been disposed of pursuant 6 thereto and (B) the date that is 180 days after the effective date of such Demand Registration (with respect to any Demand Registration, such period from initial effectiveness thereof until the earlier of the times specified in the immediately preceding clauses (A) and (B), the “Effectiveness Period”). In connection with each Demand Registration, the Company shall request effectiveness of the applicable Registration Statement (and any post-effective amendments thereto) at 5:00 p.m., Eastern time (or such other time as may reasonably be requested by or on behalf of a majority in interest of the Holders participating in such registration), on the effective date and use its commercially reasonable efforts to deliver the Prospectus (or any supplements thereto), which delivery may be made electronically, by 8:00 a.m. Eastern time on the first Business Day after such effective date. The Company shall use commercially reasonable efforts to file the Prospectus with the SEC by 8:00 a.m. Eastern time on the first Business Day after such effective date. (c) If any Demand Registration ceases to be effective under the Securities Act for any reason at any time during the applicable Effectiveness Period, the Company shall use its commercially reasonable efforts to promptly cause such Demand Registration to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Demand Registration), and in any event shall use its commercially reasonable efforts to, within thirty (30) days of such cessation of effectiveness, amend such Demand Registration in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Demand Registration or (ii) at the option of the Company, file an additional Registration Statement (a “Subsequent Registration”) for the purpose of effecting the offering and sale by Holders thereof by way of underwritten offering, block sale or any other distribution plan (other than pursuant to a merger, exchange offer or similar transaction) designated in the applicable Demand Notice of all securities that are Registrable Securities as of the time of such filing and included in the applicable Demand Notice. If a Subsequent Registration is filed, the Company shall use its commercially reasonable efforts to (x) cause such Subsequent Registration to become effective under the Securities Act as promptly as is reasonably practicable after such filing and (y) keep such Subsequent Registration (or another Subsequent Registration meeting the same criteria) continuously effective until the end of the applicable Effectiveness Period. Any such Subsequent Registration shall be a Registration Statement (other than a “shelf” registration statement for sales on a delayed or continuous basis) on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by such Holders by way of underwritten offering, block sale or any other distribution plan (other than pursuant to a merger, exchange offer or similar transaction) designated in the applicable Demand Notice. (d) The Company shall supplement and amend any Demand Registration or any Subsequent Registration if required by the rules, regulations or instructions applicable to the registration form used by the Company for such registration if required by the Securities Act or as reasonably requested by the Holders covered by such registration. (e) If a Demand Notice delivered in accordance with Section 2.1(a) specifies that the sale of the Registrable Securities is intended to be conducted through an underwritten offering, the Holders of a majority of Registrable Securities included in such Demand Notice shall have the right to select the managing underwriter or underwriters to 7 administer the offering; provided, however, that such managing underwriter or underwriters shall be reasonably acceptable to the Company. The Holders of Registrable Securities included in such Demand Notice and the Company shall enter into an underwriting agreement in such customary form as shall have been negotiated and agreed to by the Company with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.1, if the managing underwriter or underwriters of a proposed underwritten offering of the Registrable Securities advise the Board that in its or their good faith opinion the number of Registrable Securities requested to be included in such Registration Statement and all other securities proposed to be sold in the offering contemplated thereby exceeds the number which can be sold in such underwritten offering without adversely affecting the success of such offering, in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten Registration Statement shall be allocated, (i) first, up to the total number of securities the Holders have requested in the Demand Notice to be included in such Registration Statement (pro rata based upon the number of securities that each of them shall have so requested to be included in such offering), and (ii) only if all the securities referred to in clause (i) have been included, the number of securities that other holders with registration rights have proposed to include in such Demand Registration (pro rata based upon the number of securities that each of them shall have so requested to be included in such offering) that, in the opinion of the managing underwriter or underwriters can be so sold. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwriters (provided that, if the managing underwriter or underwriters have provided such Holder with written notice of the date on which the applicable Registration Statement will become effective no later than five Business Days prior to such effectiveness date, such Holder’s written notice of such election must be given at least two Business Days prior to effectiveness of the applicable Registration Statement). Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (f) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) after the Company has effected three (3) registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective or withdrawn (the “Maximum Demand Registrations”), provided that a registration will count for this purpose only if (A) all Registrable Securities requested to be registered are registered and (B) such Registration Statement becomes effective or is withdrawn at the request of a majority in interest of the Holders initiating such registration (other than a withdrawal because, at the time of such withdrawal, the Holders have learned of material adverse information concerning the Company not known to the 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 information.); (ii) if the Company has effected a registration pursuant to this Section 2.1 within the preceding six (6) months, and such registration has been declared or ordered effective or withdrawn at the request of a majority in 8 interest of the Holders initiating such registration (other than a withdrawal because, at the time of such withdrawal, the Holders have learned of material adverse information concerning the Company not known to the 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 information and other than a withdrawal in light of market conditions that Holders have reasonably determined are likely to adversely affect the success of the offering to which such registration relates); or (iii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act. Section 2.2

Demand Registration. (a) If at At any time any Holder shall after the six (6) month anniversary of an IPO, the holders of a majority of the Registrable Securities then outstanding may request the Company in writing to register registration under the Securities Act of all or any portion of their Registrable Securities on Form S-11 or any successor form thereto (each a part “Long-Form Registration”); provided that the anticipated aggregate price to the public of the Registrable Securities held by for which registration is requested must be at least $15 million. Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such Holder (a "Demand Registration")request, the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable promptly (but in no event later than the 45th day after such Holder's request is madefive (5) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale days following receipt thereof) deliver notice of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale request to all other holders of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees who shall then have ten (10) days from the date such notice is given to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing thatof their desire to be included in such registration. The Company shall use reasonable best efforts to file, in as soon as practicable, a Registration Statement on Form S-11 (or any successor form) and to cause such Registration Statement to be declared effective by the sole judgment Commission as soon as practicable thereafter. The Company shall not be required to effect a Long-Form Registration more than two (2) times 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(a) unless and until it has become effective, and remains effective for the period required by this Agreement, and the holders requesting such managing underwriter(s), inclusion of some or all Registration Statement are able to register at least 75% of the information required in a more detailed form specified Registrable Securities requested to be included in such notice is of material importance to the success of the public offering of such Registrable SecuritiesRegistration Statement; and, provided, further, that the Company shall use all reasonable efforts not be required to supplement effect a Long-Form Registration if the Company is, at the time the request for registration is made or amend the registration statement within thirty (30) days thereafter, eligible to include such informationeffect a Short-Form Registration, as provided in Section 2(b).

Demand Registration. (a) If the Holders of at least fifty-one percent (51%) of the Warrant Shares issuable or issued but not sold shall give notice to the Company at any time any Holder shall request during the Exercise Period to the effect that such Holders desire the Company in writing to register under the Securities Act of 1933, as amended (the "Act"), any or all or a part of the Registrable Securities held Warrant Shares, then the Company will promptly give notice to the other Holders of the Warrants, advising such that the Company is proceeding with such registration, and offering to include therein the Warrant Shares issuable or issued but not sold to the other Holders. The Company shall file a registration statement pursuant to the Act, within sixty (60) days of the date of such initial notice, registering the Warrant Shares of the initial requesting Holders and any additional Holders that provide such request in writing to the Company within thirty (30) days of receipt of notice from the Company, as may be required, to effect the public sale of the Warrant Shares under the Act as promptly as practicable thereafter. The Company will use its best efforts to cause such registration to become effective as soon as practicable thereafter and remain effective (including the taking of such steps as are necessary to obtain the removal of any stop order) as set forth below. Such Holders shall furnish the Company with appropriate information in connection therewith as the Company may reasonably request in writing. The Company is required to effect only one registration statement pursuant to this Section 5.1. In the event the registration statement is not filed within sixty (60) days of the initial request for registration and the expiration date of the Warrant falls within such period, the expiration date of this Warrant shall be extended by such Holder (a "Demand Registration")an amount of time equal to the delay in filing. In the event the registration statement is not declared effective under the Act prior to the expiration date of this Warrant, the Company shall use all reasonable efforts extend the expiration date of the Warrant to cause to be filed and declared a date not less than ninety (90) days after the effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale date of such Registrable Securities in connection with the issuance registration statement. All costs and expenses of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long shall be borne by the Company, as provided in Section 5.5 hereof. Notwithstanding anything to the Holder whose Registrable Securities are included therein shall request. The contrary contained in this Section 5.1, the Company shall not be obligated required (i) to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each make effective a registration statement filed pursuant to this Section 2(a5.1 within ninety (90) is hereinafter referred to as days of the effectiveness of any registration statement registering any shares of Common Stock for the account of the Company in a "Demand Registration Statement." The Company mayfirm commitment underwritten public offering, if permitted by lawthe managing underwriter, effect any registration pursuant to this Section 2(a) by in writing, informs the filing Holders that the declaration of effectiveness of a registration statement registering Warrant Shares would have a detrimental effect on Form S-3. Howeverthe marketing of such underwritten public offering, if or (ii) file or effect a registration statement for the shorter of (x) thirty (30) days from the date the Company notifies the Holders that the filing of such registration involves an underwritten statement would require the disclosure of material non-public offering information, which writing shall include the written opinion of (A) the Company's counsel opining that the disclosure of such information would be required by law in such registration statement and (B) the managing underwriter(sCompany's Chief Executive Officer certifying that the disclosure of such information would be detrimental to the Company, and (y) at any time shall notify the period during which the Company is in writing that, in the sole judgment possession of such managing underwriter(s), inclusion of some or all of the material non-public information which would be required in a more detailed form specified to be disclosed in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationstatement.

Demand Registration. (aUpon written request of the Holder(s) If of at least a majority of the then outstanding Warrants and Warrant Shares made at any time any Holder shall request within the Company in writing to register under period commencing one year and ending five years after the Securities Act all or a part of the Registrable Securities held by such Holder (a "Demand Registration")Effective Date, the Company shall use all file within a reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but period of time and, in no any event later than within the 45th day time period provided in Section 12.3(a) after receipt of such Holder's written request is made) on one occasion, a registration statement providing for (or a post-effective amendment to a registration statement) under the sale Act registering the Warrant Shares. Within 15 days after receiving any such notice, the Company shall give notice to the other Holders of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection the Warrants and the Warrant Shares advising that the Company is proceeding with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously or post-effective amendment (the "Demand Registration Statement"), and usable for resale offering to include therein the Warrant Shares of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requestsuch other Holders. The Company shall not be obligated to include the Warrant Shares of any such other Holder in such registration unless such other Holder shall accept such offer by notice in writing to the Company within 15 days after receipt of such notice from the Company. The Company shall use its reasonable best efforts to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "and cause the Demand Registration Statement." The Company mayStatement to become effective as promptly as practicable and to remain effective for the period of time provided in Section 12.3, if permitted by lawto reflect in the Demand Registration Statement financial statements that are prepared in accordance with Section 10(a)(3) of the Act, effect and to amend or supplement the Demand Registration Statement to reflect any facts or events arising that, individually or in the aggregate, represent a material change in the information set forth in the Demand Registration Statement to enable any Holders of Warrants to exercise warrants and/or sell the underlying Warrant Shares during such time period provided in Section 12.3. If any registration pursuant to this Section 2(a12.1 is an underwritten offering, the Holders of a majority of the Warrant Shares to be included in such registration will select an underwriter (or managing underwriter if such offering should be syndicated) approved by the filing of a registration statement on Form S-3Company, such approval not to be unreasonably withheld. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company Notwithstanding anything in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance this Warrant Agreement to the success of the public offering of such Registrable Securitiescontrary, the Company shall use all be entitled to postpone for a reasonable efforts period of time (not exceeding 60 days in any 12-month period) the filing or effectiveness of the Demand Registration Statement otherwise required to supplement or amend the registration statement to include such information.be prepared and filed by it pursuant to

Demand Registration. (aSubject to Sections 2.2(c) If and 3 hereof, at any time any Holder shall request after 14 months after the closing date of the IPO, if the Company in writing (i) is not eligible to register under use Form S-3 or (ii) has failed to file the Securities Act Shelf Registration Statement, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all or a part of the their Registrable Securities held registered for sale by such Holder the Company (a "“Demand Registration"”), . Each Demand Registration Notice shall specify the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale number of all such Registrable Securities to be registered by such Holderthe Company. Upon receipt of a Demand Registration Notice from the Holders of at least 25% of the Registrable Securities, including, but if the Company has not limited to, a sale of already caused such Registrable Securities to be included as part of an existing Registration Statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission and which remains in connection effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2), then the Company will cause to be filed with the issuance Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than ninety (90) days following receipt of any securities convertible into such notice, a new Registration Statement and related prospectus that complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or exchangeable or exercisable for group of Holders of the Registrable Securities or (the sale of Registrable Securities upon conversion“Demand Registration Statement”), exercise or exchange thereof. The Company and agrees (subject to Section 3 hereof) to use its commercially reasonable efforts to keep any such registration statement continuously cause the Demand Registration Statement to be declared effective and usable for resale of Registrable Securities for so long by the Commission as soon as practicable following the Holder whose Registrable Securities are included therein shall requestfiling thereof (if it is not an automatically effective Registration Statement). The Company shall be obligated give written notice of the proposed filing of the Demand Registration Statement to file registration statements pursuant to this Section 2(a) until all Holders of Registrable Securities have ceased as soon as practicable, and each Holder of Registrable Securities who wishes to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "participate in such Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time Statement shall notify the Company in writing thatwithin five (5) Business Days after the receipt by the Holder of the notice from the Company, and shall specify in such notice the number of Registrable Securities to be included in the sole judgment Demand Registration Statement. Subject to Section 3 hereof, the Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective (including the preparation and filing of such managing underwriter(s)any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of the Demand Registration Statement, inclusion of some or (ii) the date on which all of the information required Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which all Registrable Securities covered by such Demand Registration Statement are no longer Registrable Securities. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to or after receiving a more detailed form specified Demand Registration Notice from any Holder, include all of any Holder’s Registrable Securities or any portion thereof in any Registration Statement, including by virtue of adding such notice is Registrable Securities as additional securities to an existing Registration Statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) so long as such Registration Statement remains effective and not the subject of material importance any stop order, injunction or other order of the Commission) (any such Registration Statement, an “Other Registration Statement”). Furthermore, notwithstanding any provision of this Section 2.2(a) to the success of the public offering of such Registrable Securitiescontrary, the Company shall use have the option, in its sole discretion, to register pursuant to any Demand Registration Statement or Other Registration Statement, along with Registrable Securities that Holders have requested to be included in such Demand Registration Statement in accordance with this Section 2.2(a), any or all reasonable efforts to supplement or amend the registration statement to include such informationadditional Registrable Securities that are outstanding.

Demand Registration. (a) If at At any time any Holder shall request following the date that is 180 days following the Closing Date but prior to the expiration of the Effectiveness Period, if the Company in writing shall be requested (a “Registration Request”) by Holders holding at least a majority of the then outstanding Registrable Securities to register effect the registration under the Securities Act of Registrable Securities, then the Company shall (i) within ten (10) days of the receipt of such Registration Request, give written notice of such request to all or Holders describing the terms of such registration and, if applicable, the underwriting and (ii) as soon as practicable cause to be prepared and filed with the SEC a part Registration Statement providing for the resale of all Registrable Securities which Holders request 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 Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof. The Company shall keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by such Registration Statement have been sold. The Company shall not be obligated to file and cause to become effective more than two (2) Registration Statements pursuant to this Section 2(b). A Registration Statement shall not be counted for purposes of the foregoing until such time as such Registrations Statement has been declared effective by the SEC and all of the Registrable Securities held by offered pursuant to such Holder (a "Demand Registration")Registration Statement are sold thereunder upon the price and terms offered. Notwithstanding anything to the contrary contained herein, the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale amount of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees required to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale be included in the initial Registration Statement as described in this Section 2(b) shall equal the lesser of (a) the amount of Registrable Securities for that Holders request to have so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements registered pursuant to this Section 2(a2(b) until all and (b) the maximum amount of Registrable Securities have ceased to which may be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required included in a more detailed form specified in such notice is of material importance to Registration Statement without exceeding the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationRule 415 Amount.

Demand Registration. (a) If at any time any Holder shall request After the Company in writing to register under the Securities Act all or a part second anniversary of the Registrable Securities held by such Holder date of this ------------------- Agreement, upon receipt of a written request (a "Demand RegistrationRegistration Request"), which -------------------- shall include a description of such Holders' proposed method of distribution (which method may also include an underwritten offering by a nationally recognized Underwriter selected by the Company shall use all reasonable efforts and reasonably acceptable to cause to be filed and declared effective as soon as reasonably practicable (but the Registering Holders) from Holders holding a majority in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all interest of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable 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 30 days after receipt of such Registration Request, an amendment or supplement to the Shelf Registration as may be required under Rule 424 or any similar rule under the Securities Act to permit the sale of Registrable Securities in the manner proposed in such Registration Request by the requesting Holders and any other Holder who makes a written request of the Company to have his Registrable Securities included in such offering, which such written request must be received by the Company within 10 days after such Holder receives the Registration Request (all of such Holders, collectively, the "Registering Holders"). The Company shall use all commercially reasonable -------------------- efforts to supplement effect such Registration as soon as practicable after its receipt of such Registration Request (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualification under the applicable state securities and real estate syndication laws). The Company shall keep such Registration continuously effective until the earlier of either: (i) the date when all securities that were Registrable Securities on the date hereof have ceased to be Registrable Securities or amend (ii) two (2) years from the registration statement effective date of the Registration. Notwithstanding this Section 2(b), the Company shall not be obligated to include take any action to effect any Registration, qualification or compliance pursuant to this Section 2(b) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such informationRegistration, qualification or compliance, unless the Company already is subject to service in such jurisdiction. The Company shall not be required to effect more than two (2) Registrations pursuant to this Section 2(b).

Demand Registration. (a) If Except as provided herein and subject to Section 2(c)(ii) hereof, following the initial registration of any of the Common Stock under the Securities Act, any Holder (a "Requesting Holder") may, at any time any Holder shall thereafter, make a written request to the Company in writing with a copy to register the other Holder for registration under the Securities Act of all or a part of the Registrable Securities held by such Holder it then owns (a "Demand Registration"), . Any such request by the Company Requesting Holder shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than specify the 45th day after such Holder's request is made) a registration statement providing for the sale aggregate amount of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale and shall also specify the intended method of disposition thereof. Within five Business Days after receipt of such Registrable Securities in connection with registration request, the issuance Company shall serve written notice to the other Holder of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective request, and usable for resale shall commence the preparation of the registration of the Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requestSecurities. The Company shall be obligated to file include in such registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased with respect to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The which the Company has received written requests for inclusion therein within 15 Business Days after the date of the Company's notice; provided, however, that the Company may, upon notice to each Requesting Holder, delay the effectuation of such Demand Registration for a reasonable period of time, but not more than 90 days after receipt of the request for such Demand Registration, (x) as is necessary to prepare audited financial statements of the Company for its most recently completed fiscal year or other audited financial statements reasonably required in the Registration Statement, or (y) if permitted by lawthe Company would be required to divulge in such Registration Statement the existence of any fact relating to a proposed acquisition, effect financing or other material corporate development not otherwise required to be disclosed and the Board of Directors of the Company shall have in good faith determined that such disclosure would be materially adverse to the Company. Such notice of delay shall explain, in reasonable detail, the reasons for such delay. If the Company shall so delay the effectuation of the Demand Registration, each Requesting Holder may, within 30 days after receipt of the notice of delay, notify the Company that it is withdrawing its request for registration and, with respect to such Holder, such Demand Registration shall be deemed to be withdrawn and such request shall be deemed not to have been exercised for purposes hereof. In addition, if any such Holder so notifies the Company of its determination to withdraw its request for registration and, within the 60 days immediately following the 90-day deferral period, makes a written request to the Company for registration of the same class of Registrable Securities that were subject to the registration withdrawn pursuant to the preceding sentence, the Company shall have no right to defer such registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(sparagraph (a), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information.

Demand Registration. (a) If at At any time and from time to time but excluding the period beginning December 1 and ending March 1 in any Holder shall request year, if the Company in writing to register under receives written notice from Preferred Stock Holders holding a majority of the Securities Act Convertible Preferred Stock, which notice demands the registration of all or a part at least 500,000 shares of the Registrable Securities Conversion Stock issued or issuable upon conversion of Convertible Preferred Stock, and specifies the intended methods of disposition thereof, then the Company shall promptly (and in any event within 10 days after its receipt of such demand) provide notice thereof to the other Securityholders in accordance with this Section 5.2 (which other Securityholders shall have the right to include any shares of Common Stock and any shares of Common Stock issued or issuable upon conversion of Convertible Preferred Stock or exercise of options to purchase Common Stock held by them in such Holder registration) and cause to be prepared a registration statement, file the registration statement within 60 days after the date of such request (45 days in the case of a Form S-3) (using Form S-3 or other "short form," if available and advised by counsel), to the end that such Conversion Stock issued or issuable upon conversion of Convertible Preferred Stock, may be sold thereunder as soon as it becomes effective, and the Company will use its reasonable best efforts to ensure that a distribution of the Conversion Stock pursuant to the registration statement may continue for up to nine months from the date of the effective date of the registration statement. Each such registration shall hereinafter be called a "Demand Registration"), the Company ." The Preferred Stock Holders shall use all reasonable efforts be entitled to cause to be filed and declared effective request one Demand Registration. A Demand Registration shall not count as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) until a registration statement providing for becomes effective; provided, that if, after it has become effective, the sale offering pursuant to the registration statement is interfered with by any stop order, injunction or other order or requirement of all the Commission or any other governmental authority, such Registrable Securities registration be deemed not to be registered by have been effected unless such Holderstop order, including, but not limited to, a sale of such Registrable Securities in connection with injunction or other order shall subsequently have been vacated or otherwise removed. The Preferred Stock Holders shall select the issuance underwriters of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements offering pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each a registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s5.2(a), inclusion of some or all subject to the approval of the information required Company, which approval shall not be unreasonably withheld. Any selected underwriter shall be a well-recognized firm in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationgood standing.

Demand Registration. (ai) If at any time any Holder shall request On or after November 19, 2000, all of the Company in writing Selling Stockholders together jointly may notify MTNV that they intend to register under the Securities Act offer or cause to be offered for public sale all or a part of the Registrable Securities held by such Holder (a "Demand RegistrationDEMAND REGISTRATION"). Upon receipt of the notice referred to in the preceding sentence (the date of receipt being the "NOTIFICATION DATE"), the Company shall MTNV will use all commercially reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holderunder the Securities Act, including, pursuant to a registration statement (the "REGISTRATION STATEMENT") on Form S-3 (or any successor form) (but not limited to, a sale of in no event shall MNTV be required to cause such Registrable Securities in connection with to be registered sooner than the issuance date three business days after the date of any securities convertible into public release of the first post-Closing set of quarterly earnings of MNTV that includes at least 30 days of combined operations of MTNV and Intec), and to keep such Registration Statement effective (subject to SECTION 5.2(d) hereof) until the earlier of: (1) the first anniversary of the Closing Date, or exchangeable or exercisable for (2) the date on which all of the Registrable Securities registered thereunder are sold or (3) the sale of date on which Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased cease to be Registrable Securities. Each registration statement filed pursuant The Selling Stockholders jointly shall be entitled to this Section 2(a) is hereinafter referred to as a "one Demand Registration Statement." The Company mayas provided herein. Notwithstanding the foregoing, if permitted by law, effect any registration pursuant MTNV may postpone its obligation to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all commercially reasonable efforts to supplement cause such Registrable Securities to be registered pursuant to a Registration Statement to be declared effective by the SEC for a reasonable period of time not to exceed 120 days from the Notification Date, if the Supervisory Board of MTNV determines in good faith that (1) such registration may have a material adverse effect on any plan or amend proposal by MTNV or any of its affiliates (as defined under the registration statement Securities Act) with respect to include any financing, acquisition, sale, recapitalization, pending registrations of securities, reorganization or other material transaction, or (2) MTNV is in possession of material non-public information that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or in other material adverse consequences to MTNV or any of its affiliates. MTNV shall provide prompt written notification to the Selling Stockholders of its exercise of such informationright to delay registration, and the duration of the delay.

Demand Registration. (a) If at Pharmacia shall have the right, exercisable on multiple occasions from time to time during the term of this Agreement, but together with Unregistered Demands (as defined in Section 3.1(a) below) no more frequently than twice during any time any Holder shall request twelve-month period, to require the Company in writing to register for offer and sale under the Securities Act (a "Demand") all or a part portion of the Registrable Securities Common Stock held by the Pharmacia Entities, subject to the restrictions set forth herein; provided that Pharmacia shall not be entitled to make a Demand hereunder unless the Common Stock subject to such Holder Demand represents at least 5% of the aggregate shares of Common Stock then issued and outstanding. As promptly as practicable after the Company receives from Pharmacia a notice pursuant to this Section 2.1(a) (a "Demand RegistrationNotice"), demanding that the Company register part or all of the Common Stock held by the Pharmacia Entities for offer and sale under the Securities Act, but in no event later than 30 days after such demand, subject to Section 2.1(b), the Company shall (i) use reasonable best efforts to file as promptly as reasonably practicable with the Commission a Registration Statement relating to the offer and sale of the Applicable Securities on such form as Pharmacia may reasonably deem appropriate and, thereafter, (ii) after the filing of an initial version of the Registration Statement, use reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the date of filing of such Registration Statement. Subject to Section 2.1(b), the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable best efforts to keep any such registration statement each Registration Statement continuously effective and in order to permit the Prospectus forming a part thereof to be usable by Pharmacia for resale resales of Registrable the Applicable Securities for so long as a period ending on the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(aearlier of (i) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by 120 days from the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment Effective Time of such managing underwriter(s), inclusion of some or Registration Statement and (ii) such time as all of the information required in a more detailed form specified in such notice is securities have been disposed of material importance by Pharmacia. Subject to the success of the public offering of such Registrable SecuritiesSection 2.1(b), the Company shall use all reasonable best efforts to supplement prepare and file with the Commission such amendments, post-effective amendments and supplements to the Registration Statement as may be necessary to maintain the effectiveness of the Registration Statement for such period and to cause the Prospectus forming a part thereof (and any amendments or amend supplements thereto) to be filed pursuant to Rules 424 and 430A under the registration statement Securities Act and/or any successor rules that may be adopted by the Commission, as such rules may be amended from time to include time; and comply with the provisions of the Securities Act with respect to the disposition of all Applicable Securities covered by such informationRegistration Statement during the applicable period in accordance with the intended method or methods of distribution thereof, as specified in writing by Pharmacia.

Demand Registration. (a) If at At any time any Holder shall during the five year period following the Closing Date, one or more Requesting Purchasers may make a written request (the Company in writing to register "Demand Notice") for registration under the Securities Act all or (a part "Demand Registration") of the Registrable Securities held by such Requesting Purchasers. The Demand Notice will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of a Demand Notice from the Requesting Purchasers, the Company promptly will give written notice of the requested registration to all other Purchasers, and will thereafter file a registration statement on any appropriate form which will cover (i) the Registrable Securities that the Company has been so requested to register by such Requesting Purchasers and (ii) all other Registrable Securities that the Company has been requested to register by any other Purchasers by written request given to the Company within 15 days after the Company's giving of written notice of the Requesting Purchasers' requested registration. Unless each Participating Holder shall consent in writing, no party (a including the Company) other than any Purchaser, DDR, USAA Real Estate Company ("Demand RegistrationRealco"), Praedium II Industrial Associates LLC ("Praedium"), LaSalle Advisors Limited Partnership acting as agent for and on behalf of certain clients ("LaSalle"), or ABKB/LaSalle Securities Limited Partnership ("ABKB" and together with LaSalle, the Company "LaSalle Entities") shall use all reasonable efforts be permitted to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any offer securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep under any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requestDemand Registration. The Company shall not be obligated required to file effect more than three Demand Registrations under this Section 2(b). A registration statements requested pursuant to this Section 2(a2(b) until all will not be deemed to have been effected (and it shall not count as one of the three Demand Registrations) 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 have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) such registration is hereinafter referred interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such registration will be deemed not to have been effected (and it shall not count as one of the three Demand Registrations). Participating Purchasers holding in excess of 50% of the Registrable Securities covered by a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) may at any time shall notify prior to the effective date of the Registration Statement relating to such registration revoke a Demand Notice by providing a written notice to the Company (in which case such Demand Registration shall not count as one of the three Demand Registrations). If Participating Purchasers holding in the aggregate in excess of 50% of the Registrable Securities covered by the Demand Registration so elect, the offering of Registrable Securities pursuant to such registration shall be in the form of an Underwritten Offering. If the managing underwriter or underwriters of such offering advise the Company and the Participating Purchasers in writing that, that in their opinion the sole judgment number of such managing underwriter(s), inclusion shares of some or all Registrable Securities and shares of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information.DDR,

Demand Registration. (a) If Upon receipt of a written request (a "Registration Request") from Holders holding at any time any Holder shall request least a majority of the then outstanding Registrable Shares requesting that the Company in writing to register effect the registration under the Securities Act all or of Registrable Shares at any time that the Company's Common Stock is traded on a part public market with a Fair Value (as defined in the Warrant Agreement) of the Registrable Securities held by such Holder Shares of $5.00 or more (a "Demand Registration"as adjusted to reflect any stock dividend, stock split or reverse stock split, combination, recapitalization, reclassification, merger or consolidation, exchange, distribution or similar transaction), the Company shall use (i) promptly give notice of the Registration Request to all reasonable efforts to cause to be filed non-requesting Holders and declared effective as soon as reasonably practicable (but in no event later than ii) prepare and file with the 45th day Commission, within 45 days after its receipt of such Holder's request is made) Registration Request a registration statement providing for the sale purpose of all such effecting a registration of the Registrable Securities Shares which the Company has been so requested to be registered register by such Holder, including, but not limited to, a sale of such the requesting Holders and any other Holder who requests to have its Registrable Securities Shares included in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale within 10 days after receipt of Registrable Securities for so long as notice by such Holder of the Holder whose Registrable Securities are included therein shall requestRegistration 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 laws); and shall keep such registration continuously effective until the earlier of (i) the second anniversary of the date hereof, 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; provided, however, that the Company shall not be obligated to file registration statements take any action to effect any such registration, qualification or compliance pursuant to this Section 2(a2 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") until all Registrable Securities have ceased to be Registrable Securities. Each defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed pursuant to this Section 2(aregistration statement and suspend sales thereunder) is hereinafter referred to as for a "Demand Registration Statement." The Company mayperiod of not more than 60 days during any twelve-month period, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing shall furnish to the Holders a certificate signed by an executive officer or any director of the Company stating that, in the sole good faith and reasonable judgment of such managing underwriter(s)the Company, inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance it would be materially detrimental to the success of Company and its stockholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the public offering Company has elected to defer the filing of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information(or suspend sales under a filed registration statement).

Demand Registration. (a) If at At any time any Holder and from time to time following the Closing, the Majority Investor Parties shall request have the right, by delivering a written notice to the Company in writing (a “Demand Notice”), to require the Company to register under and in accordance with the provisions of the Securities Act all on Form S-1 or any similar long-form registration statement the number of Registrable Securities Beneficially Owned by Investor Parties and requested by such Demand Notice to be so registered (a part “Demand Registration”); provided, however, that the Company shall not be required to effect a Demand Registration pursuant to this Section 2.1(a) after the Company has effected three (3) Demand Registrations pursuant to this Section 2.1(a); and provided further, that Investor Parties shall not be entitled to deliver to the Company more than two (2) Demand Registrations in any 12-month period and, in any event, a Demand Notice may only be made if the sale of the Registrable Securities held requested to be registered by such Holder Investor Parties includes at least 10% of the originally issued shares of the Registrable Securities issued upon conversion of Preferred Stock originally issued to Investor Parties or is reasonably expected to result in aggregate gross cash proceeds in excess of $10,000,000 (without regard to any underwriting discount or commission). A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of a "Demand Registration")Notice, the Company shall use all its commercially reasonable efforts to file, as promptly as reasonably practicable, but not later than 60 days after receipt by the Company of such Demand Notice, a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by Investor Parties in accordance with the methods of distribution elected by the Majority Investor Parties (a “Demand Registration Statement”) and shall use its commercially reasonable efforts to cause such Registration Statement to be filed and declared effective under the Securities Act as soon promptly as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationthereof.

Demand Registration. (a) If at At any time any Holder prior to the fifth anniversary hereof, [*] or its transferee shall request have the right exercisable by written notice to the Company (the "Demand Request"), to have the Company prepare and file with the Securities and Exchange Commission (the "SEC"), on no more than one (subject to Section 8 below) occasion, a registration statement and such other documents, including a prospectus, as may be necessary in writing the opinion of the Company counsel, to register comply with the provisions of the Securities Act, so as to permit a public offering and sale of the Warrant Shares for nine (9) consecutive months by [*]. Notwithstanding anything else herein contained, the Company will have no obligation to prepare and file a registration statement under the Securities Act all or a part of the Registrable Securities held by such Holder (a "Demand Registration"), pursuant to this Section 6 other than on Form S-3 if available to the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any equivalent thereto if such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requestform is no longer generally available). The Company shall be obligated entitled to file postpone for up to six (6) months the filing of any registration statements statement otherwise required to be prepared and filed by the Company pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each 6 if at the time the Company receives a request for registration the Board of Directors of the Company determines, in its reasonable business judgment, that the filing of such registration statement filed and the offering of the Warrant Shares pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The thereto would interfere with any financing, acquisition, corporate reorganization or other material transaction by the Company, and the Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by promptly gives [*] notice of such determination and postponement. If the Company shall so postpone the filing of a registration statement on Form S-3. Howeverstatement, if such [*] shall have the right to withdraw the request for registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify by giving written notice to the Company in writing thatwithin fifteen (15) days after receipt of the Company's notice of postponement (and, in the sole judgment event of such managing underwriter(s)withdrawal, inclusion of some or all of such request shall not be deemed a request for registration which may be made pursuant to this Section 6. Notwithstanding the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securitiesforegoing, the Company shall use all reasonable efforts will have no obligation to supplement or amend prepare and file a registration statement under the Securities Act, if to do so would require a special audit of the Company's balance sheet and related financial statements in connection with the preparation of the registration statement, even if, as a result, the filing of the registration statement to include such informationwould be delayed until after the completion of the Company's next regular audit.

Demand Registration. (a) If at any time any Holder The Company shall request the Company in writing use its reasonable efforts to remain qualified to register the offer and sale of securities under the Securities Act all pursuant to a Registration Statement on any appropriate registration statement form then available for the registration of securities for resale by the holder thereof, including Form S-3 or any successor form thereto. Subject to the terms and conditions set forth herein and subject to the lock-up provisions set forth in Section 4.8 of the executive employment agreements, dated the date hereof, by and between each Shareholder and The Door Marketing Group, LLC, from and after the first anniversary of the date hereof, holders of at least a part majority of the Registrable Securities then outstanding shall have the right to request up to two registrations under the Securities Act of up to 100% of the aggregate Registrable Securities held by such Holder all holders of Registrable Securities at that time pursuant to a Registration Statement on Form S-3 or any similar short-form Registration Statement (each, a "“Demand Registration"”). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable promptly (but in no event later than the 45th day after such Holder's request is madeten (10) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale days following receipt thereof) deliver notice of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale request to all other holders of Registrable Securities upon conversion, exercise or exchange thereofwho shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company agrees shall prepare and file with (or confidentially submit to) the Commission a Registration Statement on Form S-3 or any successor form thereto covering all of the Registrable Securities that the holders thereof have requested to be included in such Demand Registration within sixty (60) days after the date on which the initial request is given and shall use its reasonable efforts to keep any cause such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased Registration Statement to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) declared effective by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationCommission as soon as practicable thereafter.

Demand Registration. (a) If the Preferred Shares are not redeemed by the Company pursuant to the Articles Supplementary on or before March 15, 2024, at any time any Holder shall request the Company in writing to register under the Securities Act after such date, Modiv may make a written demand (such written demand a “Demand Registration” and which written demand may be sent via e-mail) for registration of all or a part of the Registrable Securities held by such Holder on an effective Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415. Subject to the provisions of Section 2(b) hereof, the Company shall prepare and file with the SEC, as soon thereafter as reasonably practicable, but not more than thirty (a "30) days after the Company’s receipt of the Demand Registration"), a Registration Statement on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form) in accordance herewith and which Registration Statement shall contain substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B, with such changes mutually agreed upon by the Company and Modiv or its permitted assigns prior to the filing of such Registration Statement. Such Registration Statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith. Modiv shall not be required to be named as an “underwriter” in a Registration Statement filed pursuant to this Agreement without Modiv’s prior written consent, unless requested by SEC Guidance. Except as otherwise provided in this Agreement, under no circumstances shall the Company be obligated to effect more than an aggregate of one (1) registration pursuant to a Demand Registration under this Section 2(a) with respect to any or all Registrable Securities. Subject to the terms of this Agreement, the Company shall use all commercially reasonable efforts to cause a Registration Statement filed pursuant to this Agreement to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requestinitial filing. The Company shall promptly notify Modiv by e-mail of the effectiveness of a Registration Statement on the same day that the Company telephonically confirms effectiveness with the SEC, which shall be obligated the date of effectiveness of such Registration Statement. The Company shall promptly file a final Prospectus with the SEC as required by Rule 424. Notwithstanding anything to file registration statements pursuant the contrary herein, to the extent the Preferred Shares have been redeemed in full by the Company for Redemption Shares, this Section 2(a) until all Registrable Securities have ceased to shall be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statementinapplicable." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information.

Demand Registration. (aSubject to Sections 2.2(d) If and 2.3 hereof, at any time any after the date that is 365 days after the IPO Closing Date, each Holder shall request may deliver to the Company in writing a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to register under the Securities Act have some or all or a part of the its Registrable Securities held by such Holder (a "Demand Registration"), registered for resale and specifying the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale number of all such Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of any or all of such Holder’s Registrable Securities, includingif 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 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 not limited toin 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 Securities 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 in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereofSecurities. The Company agrees (subject to Section 2.3 hereof) to use its commercially reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as cause the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased Demand Registration Statement to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) declared effective by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such informationCommission as soon as practicable.

Demand Registration. (a) If at At any time any after March 31, 2001, the Holder shall or Holders of at least ten (10%) percent of all Registrable Stock then outstanding (the "Initiating Holders") may, subject to the provisions of Section 3(b) hereof, by notice in writing to the Company request the Company in writing to register under the Securities Act all or a part any portion of the shares of Registrable Securities Stock held by such Initiating Holder (a "Demand Registration")or Holders for sale in the manner specified in such notice. Notwithstanding anything to the contrary contained herein, the Company shall use all reasonable efforts not be required to seek to cause a Registration Statement to be filed and declared become effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a3: (A) until all Registrable Securities have ceased within a period of 90 days after the effective date of a Registration Statement filed by the Company, provided that the Company shall use commercially reasonably efforts ------------- to cause a registration requested hereunder to be Registrable Securities. Each registration statement filed pursuant declared effective promptly following such period if such request is made during such period; or (B) if the Company shall furnish to this Section 2(a) is hereinafter referred to as the Initiating Holder or Holders a "Demand Registration Statement." The certificate signed by the President of the Company maystating that in the good faith reasonable judgment of the Board of Directors of the Company after consultation with outside counsel, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. HoweverRegistration Statement would, if at such registration involves an underwritten time require the disclosure of material non-public offering and the managing underwriter(s) at any time shall notify information relating to the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securitieswhich, the Company has a bona fide business purpose for preserving as confidential or interfere with an existing or anticipated acquisition or financing with respect to the Company, then the Company's obligations under this Section 3 shall use all reasonable efforts be deferred until the earliest of (i) the date upon which such material information is disclosed to supplement the public or amend ceases to be material, (ii) the registration statement to include date upon which such informationacquisition or financing is consummated or, if earlier, the date upon which any such interference with such existing or anticipated acquisition or financing would no longer exist, or (iii) forty-five (45) days after the date of receipt of written request from such Initiating Holder or Holders; provided, however, that the Company may not utilize this -------- ------- deferral right more than once in any twelve-month period.

Demand Registration. (a) If at At any time any Holder shall after the six (6) month anniversary of an IPO, the holders of a majority of the Registrable Securities then outstanding may request the Company in writing to register registration under the Securities Act of all or a part any portion of the their Registrable Securities held by on Form S-11 or any successor form thereto (each a “Long-Form Registration”); provided that the anticipated aggregate price to the public of Registrable Securities for which registration is requested must be at least $10 million. Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such Holder (a "Demand Registration")request, the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable promptly (but in no event later than the 45th day after such Holder's request is madefive (5) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale days following receipt thereof) deliver notice of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale request to all other holders of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees who shall then have ten (10) days from the date such notice is given to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing thatof their desire to be included in such registration. The Company shall use reasonable best efforts to file, in as soon as practicable, a Registration Statement on Form S-11 (or any successor form) and to cause such Registration Statement to be declared effective by the sole judgment Commission as soon as practicable thereafter. The Company shall not be required to effect a Long-Form Registration more than one (1) time 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(a) unless and until it has become effective, and remains effective for the period required by this Agreement, and the holders requesting such managing underwriter(s), inclusion of some or all Registration Statement are able to register at least 75% of the information required in a more detailed form specified Registrable Securities requested to be included in such notice is of material importance to the success of the public offering of such Registrable SecuritiesRegistration Statement; and, provided, further, that the Company shall use all reasonable efforts not be required to supplement effect a Long-Form Registration if the Company is, at the time the request for registration is made or amend the registration statement within thirty (30) days thereafter, eligible to include such informationeffect a Short-Form Registration, as provided in Section 2(b).

Demand Registration. No earlier than six (a6) If at any time any Holder shall months after the Effective Date of the Registration Statement, and subject to section ‎12.10 below, provided that the Company’s shares of Common Stock are then publicly traded and subject to quotation on the OTCQB or similar trading market or listed on a national exchange, all or a majority (but not less than a majority) of the Shareholders may request the Company in writing that all or part of the Registrable Common Stock issued to register them in the Merger Agreement shall be registered under the Securities Act all or by the filing with the SEC of a part Registration Statement on Form S-1 so as to permit public resale of the subject Registrable Securities held by such Holder Common Stock (a the "Demand RegistrationNovomic Shareholders Registration Statement"), subject to the provisions and limitations of Rule 415. The Shareholders owning a majority but not less than a majority of the BRDT Shares may make up to two (2) such requests for demand registration. Within twenty (20) days after receipt of any such request, the Company shall give written notice of such demand registration request to the other Shareholders and the Original Shareholders (sometimes collectively referred to as the "BRDT Holders") and said BRDT Holders shall have an additional twenty-five (25) days to request that their Registrable Common Stock be included in such Novomic Shareholder Registration Statement. Notwithstanding the foregoing, the Shareholders understand that the number of shares of Registrable Common Stock is or may be subject to the limitations of Rule 415 of the Securities Act. Thereupon, the Company shall use all commercially reasonable efforts to cause the Novomic Shareholders Registration Statement to be filed with the SEC, the Parties understanding that the process of preparing a Registration Statement with current business disclosure and financial statements may take up to sixty (60) days to prepare and file with the SEC. The Parties further understand that the SEC may take approximately thirty (30) days to review and comment on the Registration Statement and that it may take approximately four (4) months or less for said Registration Statement to be declared effective as soon as reasonably practicable (but in no event later than by the 45th day after such Holder's request is made) a registration statement providing for SEC under the sale of all such Registrable Securities to be registered by such HolderAct; provided, includinghowever, but not limited to, a sale of such Registrable Securities in connection with that the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall not be obligated required to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to under this Section 2(a‎12.2 (i) by within a period of one hundred and eighty (180) days following the filing Effective Date of any previous Registration Statement; (ii) if the Shareholders entitled to inclusion in such Registration Statement, propose to sell Registrable Common Stock and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less or equal to one million United States (US$1,000,000) dollars, (iii) if, at the time of the request from the Shareholders the Company gives notice within thirty (30) days of such request that it is engaged in preparation of a registration statement on Form S-3. Howeverfor a firmly underwritten registered Public Offering (for which the registration statement will be filed within ninety (90) days) in which the Shareholders may include their BRDT Shares Registrable Common Stock pursuant to Section ‎12.3 below (subject to underwriting limitations set forth below in this Section ‎12.2), (iv) if the Company furnishes to the Shareholders a certificate signed by the Chairman of the Board certifying that it is not in the Company's best interests to file such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securitiesstatement, the Company may defer the filing for up to ninety (90) days, and such right may be utilized only once during any twelve (12) month period, (v) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act, or (vi) if the Holder proposes to dispose of Registrable Common Stock that may be immediately registered on Form S-1. Notwithstanding any other provision of this Section ‎12.2, if the managing underwriter advises the Shareholders in writing that marketing factors require a limitation of the number of BRDT Shares to be underwritten, then there shall use all reasonable efforts to supplement or amend the be excluded from such registration statement and underwriting to include the extent necessary to satisfy such informationlimitation, first, BRDT Shares held by holders other than the Shareholders, as defined herein, second, shares of Common Stock which the Company may wish to register for its own account, and thereafter, to the extent necessary and only in the event that all other selling shareholders are excluded from registration, stocks held by the Shareholders; provided, however, that in any event all Registrable Common Stock must be included in such registration prior to any other BRDT Shares. 12.3.

Demand Registration. The Company, upon written demand (aa “Demand Notice”) If of the holder of the Underwriters’ Shares (each a “Holder” and collectively the “Holders”) of at any time any Holder shall request least 51% of the Company in writing Underwriters’ Shares (“Majority Holders”), on or after the closing of the Business Combination, agrees to register under the Securities Act (a “Demand Registration”), on one occasion, all or a part any portion of the Registrable Securities held by Underwriters’ Shares. On such Holder (a "Demand Registration")occasion, the Company shall will file a registration statement or a post-effective amendment to the Registration Statement covering the Underwriters’ Shares within sixty (60) days after receipt of a Demand Notice and use all its commercially reasonable efforts to cause to be filed and have such registration statement or post-effective amendment declared effective as soon as reasonably practicable (but in no event later than promptly thereafter, subject to compliance with review by the 45th day after such Holder's request is made) Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement providing for with respect to which the sale of all such Registrable Securities Holder is entitled to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities piggyback registration rights pursuant to Section 1.5.1(b) hereof and either: (i) the Holder was given the opportunity to exercise its rights under Section 1.5.1(b) hereof in connection with the issuance 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. A Demand Notice may be given at any securities convertible into time beginning on the closing of the Business Combination and ending on the five (5) year anniversary of the Effective Date. The Company covenants and agrees to give written notice of its receipt of the Demand Notice by any Holder(s) to all other registered Holders of the Underwriters’ Shares within ten (10) days from the date of the receipt of such Demand Notice. The Holders shall not effect more one (1) Demand Registration pursuant to this Section 1.5.1(a). A registration will not count as a Demand Registration until the registration statement filed with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations hereunder with respect thereto; provided, however, that if, after such registration statement has been declared effective, the offering of the Underwriters’ Shares pursuant to a Demand Registration is interfered with by any stop order or exchangeable injunction of the Commission or exercisable for Registrable Securities any other governmental agency or court, the sale of Registrable Securities upon conversionregistration statement with respect to such Demand Registration will be deemed not to have been declared effective, exercise unless and until, (i) such stop order or exchange thereofinjunction is removed, rescinded or otherwise terminated, and (ii) the Majority Holders thereafter elect to continue the offering. The Company shall bear all fees and expenses attendant to the Demand Registration pursuant to this Section 1.5.1(a), but the Holders shall pay any and all underwriting commissions or brokerage fees related to the Underwriters’ Shares, if applicable. The Company agrees to use its commercially reasonable efforts to keep any cause the filing required herein to become effective promptly and to qualify or register the Underwriters’ Shares in such States as are reasonably requested by the Holder(s); provided, however, that in no event shall the Company be required to register the Underwriters’ Shares in a State in which such registration statement continuously effective and usable for resale would cause: (i) the Company to be obligated to register or license to do business in such State or submit to general service of Registrable Securities for so long as process in such State, or (ii) the Holder whose Registrable Securities are included therein shall requestprincipal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall be obligated use its commercially reasonable efforts to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each cause any registration statement filed pursuant to the demand right granted under this Section 2(a1.5.1(a) is hereinafter referred to as remain effective for a "Demand Registration Statement." period of at least twelve (12) consecutive months from the date that the Holders of the Underwriters’ Shares covered by such registration statement are first given the opportunity to sell all of such securities. The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) Holders shall only use the prospectuses provided by the filing of a registration statement on Form S-3. However, if Company to sell the shares covered by such registration involves an underwritten public offering statements, and the managing underwriter(s) at will immediately cease to use any time shall notify prospectus furnished by the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, if the Company shall use all reasonable efforts advises the Holder that such prospectus may no longer be used due to supplement a material misstatement or amend the registration statement to include such informationomission.

Demand Registration. (a) If at At any time any Holder shall during the five year period following the Closing Date, the Investor, holding in the aggregate not less than (i) 25% of the aggregate Registrable Securities outstanding or (ii) Registrable Securities having a fair market value of at least $2 million, whichever is less, may make a written request (the Company in writing to register "DEMAND NOTICE") for registration under the Securities Act all (a "DEMAND REGISTRATION") of such Registrable Securities. The Demand Notice will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of a Demand Notice from the Investor, the Company promptly will file a registration statement on any appropriate form which will cover the Registrable Securities that the Company has been so requested to register by the Investor. Unless the Investor shall consent in writing, no party (including the Company) other than a Pecuniary Owner, USAA Real Estate Company ("Realco"), MS Real Estate Special Situations Inc. ("MRSE") or a part certain clients of Morgxx Xxxnxxx Xxxet Management Inc. who have purchased Common Shares of the Company (such clients together with MRSE, the "Purchasers") shall be permitted to offer securities under any such Demand Registration. The Company shall not be required to effect more than three Demand Registrations under this Section 2(b). A registration requested pursuant to this Section 2(b) will not be deemed to have been effected (and it shall not count as one of the three Demand Registrations) 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 held pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such Holder registration will be deemed not to have been effected (and it shall not count as one of the three Demand Registrations). The Investor, holding in excess of 50% of the Registrable Securities covered by a "Demand Registration"Registration may at any time prior to the effective date of the Registration Statement relating to such registration revoke a Demand Notice by providing a written notice to the Company (in which case such Demand Registration shall not count as one of the three Demand Registrations). If the Investor, holding in the aggregate in excess of 50% of the Registrable Securities covered by the Demand Registration so elects, the offering of Registrable Securities pursuant to such registration shall be in the form of an Underwritten Offering. If the managing underwriter or underwriters of such offering advise the Company and the Investor in writing that in their opinion the number of shares of Registrable Securities and shares of Realco or the Purchasers, if any, requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but will include in no event later than such registration the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale aggregate number of Registrable Securities upon conversionand shares of Realco or the Purchasers, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased if any, requested to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information.included,

Demand Registration. (ai) If at At any time after the Lock-Up Release Date, any Holder Holder(s) shall request have the option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in writing this 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 register under Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”). The Demand Notice must set forth the number of Registrable Securities Act all or that the Initiating Holder(s) intend to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a part of Demand Registration unless the Registrable Securities held by such Holder (a "Demand Registration"of the Initiating Holder(s), the Company shall use all reasonable efforts to cause their respective Affiliates and any other Holders to be filed and declared effective included therein have an aggregate value, based on the VWAP as soon of the date of the Demand Notice, of at least $30 million (the “Minimum Amount”). In addition, as promptly as reasonably practicable (practicable, but in no event later than 30 days after the 45th day after such Holder's request later of the date hereof, the Lock-Up Release Date and the date the Company is made) eligible to use Form S-3 or any equivalent or successor form under the Securities Act, the Company shall prepare and file with the Commission a registration statement providing for Shelf Registration Statement on Form S-3 to permit the sale public resale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such the Registrable Securities in connection accordance with the issuance terms of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requestthis Agreement. The Company shall be obligated use its reasonable best efforts to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased cause such Shelf Registration Statement to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to declared effective by the Commission as a "Demand soon as reasonably practicable after the initial filing of such Shelf Registration Statement (or 90 days following the filing thereof if the Commission notifies the Company that it will “review” the Shelf Registration Statement." ). The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by Shelf Registration Statement shall provide for the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all resale of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information.Registrable

Demand Registration. (a) If Subject to Section 3.01(c), at any time any Holder or from time to time the Majority Holders shall have the right to request in writing that the Company in writing to register under the Securities Act all or a part of the such Holder’s Registrable Securities held by such Holder (a "“Request”) (which Request shall specify the amount of Registrable Securities intended to be disposed of by the Holder and the intended method of disposition thereof) by filing with the SEC a Demand Registration"Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 3.01(b), the Company shall use all reasonable efforts to cause include in a Demand Registration (i) the Registrable Securities intended to be filed disposed of by the Initiating Holders and declared effective (ii) the Registrable Securities intended to be disposed of by any other Holder which shall have made a written request (which request shall specify the amount of Registrable Securities to be registered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as soon expeditiously as reasonably practicable possible following a Request (but in no event later than 60 days after the 45th day after such Holder's request is made) date of the Initial Request), use its reasonable best efforts to cause to be filed with the SEC a registration statement Demand Registration Statement providing for the sale registration under the Securities Act of the resale of the Registrable Securities which the Company has been so requested to register by all such Registrable Securities Holders, to be registered by such Holder, including, but not limited to, a sale the extent necessary to permit the disposition of such Registrable Securities so to be registered in connection accordance with the issuance intended methods of any securities convertible into disposition thereof specified in such Request or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requestfurther requests. The Company shall use its reasonable best 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 the period specified in Section 4.02(b). A Request may be obligated withdrawn prior to file registration statements the filing of the Demand Registration Statement by the Majority Holders (a “Withdrawn Request”) and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Majority Holders (a “Withdrawn Demand Registration”), and such withdrawals shall not be treated as a Demand Registration which shall have been effected pursuant to this Section 2(a) until all Registrable Securities have ceased to 3.01 (and shall not be Registrable Securitiescounted toward the number of Demand Registrations). Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as Any Holder requesting inclusion in a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify prior to the effective date of the Demand Registration Statement (and for any reason), revoke such request by delivering written notice to the Company in writing that, in the sole judgment of revoking such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance requested inclusion. The registration rights granted pursuant to the success provisions of the public offering of such Registrable Securities, the Company this Section 3.01 shall use all reasonable efforts be in addition to supplement or amend the registration statement rights granted pursuant to include such informationthe other provisions of Section 3.02 hereof.

Demand Registration. (a) If at At any time any Holder shall after the market value of the Purchased Shares is estimated to be at least One Dollar ($1.00) per share, but not prior to April 30, 2002, and no later than October 31, 2006, Xxxx may request that the Company in writing to register under the Securities Act all or a part any portion of the Registrable Securities held by Xxxx for sale in the manner specified in such Holder (a "Demand Registration")request. Notwithstanding anything herein to the contrary, the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant effect, or to this Section 2(a) until all Registrable Securities have ceased take any action to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as a "Demand Registration Statement." The Company mayeffect, if permitted by law, effect any registration pursuant to this Section 2(a2.2 after the Company has effected four (4) registrations (meaning that the registration statements relating thereto have been declared effective by the filing Commission) at the request of Xxxx under this Section 2.2. Provided, also, that if the Board of Directors of the Company determines that a registration statement on Form S-3would be detrimental to the Company, then the Company may delay commencement of its efforts to effect registration for up to six months after receipt of the registration request by Xxxx. HoweverIf the Board makes such determination, any period of delay shall extend the termination date for demand requests pursuant to this Section 2.2 by an amount equal to any period of delay. For example, if the Shareholder makes a request for registration in 2004 and the Board delays for six months, the Shareholder may make registration requests in accordance with the terms and conditions hereof until no later than April 30, 2007. If Xxxx intends to sell such Registrable Securities in an underwritten offering, he shall so advise the Company in such initial request and the Company shall use its best efforts to select an underwriter, which selection must be approved by Xxxx prior to the effective date of the registration involves statement relating to such offering. In the event that any sale taking place pursuant to this Section 2.2 shall be an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use become subject to the terms and conditions of the underwriting agreement by and among the Company, Xxxx and the underwriter or underwriters in such offering, all on commercially reasonable efforts to supplement or amend the registration statement to include such informationterms and conditions.

Demand Registration. (a) If at At any time after the Closing but only after such time as at least 90% of the Registrable Securities registered on the Initial Registration Statement have been sold, the Member may request up to three additional registrations on Form S-1 and unlimited registrations on Form S-3 (or any Holder successor to such form (each, a “Demand Registration”)) of the outstanding Registrable Securities not already registered by the Initial Registration Statement; provided, that a Demand Registration shall request always be filed on Form S-3 (or a successor form) if such form is available for the Company registration. Upon Sage’s receipt of a Demand Registration, Sage shall give all other Stockholders written notice thereof as soon as practicable, but in no event less than 10 days prior to the filing of such registration statement, and shall provide the Stockholders an opportunity to include in such registration statement all Registrable Securities requested by the Stockholders in writing to register under be included therein, subject to the Securities Act limitations set forth in this Section 8.2. If any other Stockholder chooses to include in any such registration statement all or a any part of the Registrable Securities held by it holds, such Holder (a "Demand Registration")Stockholder shall, within 10 days after the Company above-described notice from Sage, so notify Sage in writing. Sage shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) file a registration statement providing for the sale of all such covering Registrable Securities requested to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereof. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 2(a) is hereinafter referred to as 8.2 within 60 days of Sage’s receipt of a "Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing on Form S-1 and within 30 days of a registration statement Demand Registration on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company Sage shall use all reasonable its best efforts to supplement or amend the cause such registration statement to be declared effective by SEC within 120 days following Sage’s receipt of the Demand Registration, subject to any limitations imposed upon such registration by Rule 415 under the 1933 Act (“Rule 415”) and the SEC’s guidelines and limitations promulgated thereunder. Sage may include such informationin a Demand Registration any securities that are not Registrable Securities. A registration will not count as a Demand Registration until it has become effective and includes 100% of the Registrable Securities requested by the Stockholders to be included in a Registration Statement.

Demand Registration. (ai) If at At any time any Holder following the expiration of the Lock-Up Period, the Investor shall request have the Company in writing option and right, exercisable by delivering a written notice to register the Partnership (a “Demand Notice”), to require the Partnership to prepare and file a registration statement under the Securities Act all (a “Demand Registration Statement”) to permit the public resale of (a) the Purchased Units purchased by the Investor pursuant to the Unit Purchase Agreement, or a part (b) Distribution Units issued to the Investor pursuant to the Unit Purchase Agreement, but not included in the Distribution Unit Registration Statement filed pursuant to Section 2.01(a) above. Any Demand Registration Statement shall be on Form S-3 or such appropriate registration form of the Registrable Commission as shall be selected by the Partnership so long as such form permits the continuous offering of the Purchased Units and Distribution Units, as applicable, pursuant to Rule 415 of the Securities held by Act or such Holder (a "Demand Registration"), other rule as is then applicable at the Company then prevailing market prices. The Partnership shall use all its commercially reasonable efforts to cause any Demand Registration Statement to be filed and declared effective as soon as reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale of Registrable Securities upon conversion, exercise or exchange thereofthereafter. The Company agrees to Partnership shall use its commercially reasonable efforts to keep cause any such registration statement continuously effective Demand Registration Statement to be effective, supplemented and usable amended to the extent necessary to ensure that it is available for the resale of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall request. The Company shall be obligated to file registration statements pursuant to this Section 2(a) until all Registrable Securities covered by such Demand Registration Statement by a Selling Investor until the date when all Registrable Securities covered by such Demand Registration Statement have ceased to be Registrable Securities. Each registration statement filed Securities pursuant to Section 1.02 of this Section 2(aAgreement (the “Demand Registration Statement Effectiveness Period”). Any Demand Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Demand Registration Statement, in the light of the circumstances under which a statement is hereinafter referred to made). As soon as a "practicable following the date that the Demand Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the Investor with written notice of the effectiveness of the Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by the filing of a registration statement on Form S-3. However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify the Company in writing that, in the sole judgment of such managing underwriter(s), inclusion of some or all of the information required in a more detailed form specified in such notice is of material importance to the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information.

Demand Registration. (a) If at any time any Holder shall One year following the date of this Agreement and subject to the terms herein, RSJ or holders of a majority of the Registrable Securities then outstanding (the “Majority Holders”) (the Majority Holders and RSJ may sometimes hereinafter be referred to as the “Requester”) may by written notice to the Company (a “Demand Notice”) request the Company in writing to register under effect the Securities Act Registration of all or a part of the Registrable Securities held owned by such Holder Requester and their respective Affiliates. Upon receipt of such a request, (a "Demand Registration"), i) the Company shall use all reasonable efforts to cause to be filed and declared effective as soon as reasonably practicable promptly (but in no event later than the 45th day after such Holder's request is madetwenty (20) a registration statement providing for the sale of all such Registrable Securities to be registered by such Holder, including, but not limited to, a sale days following receipt thereof) deliver notice of such Registrable Securities in connection with the issuance of any securities convertible into or exchangeable or exercisable for Registrable Securities or the sale request to all other holders of Registrable Securities upon conversionwho shall then have twenty (20) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration, exercise or exchange thereofand (ii) the Company shall as soon as practicable, cause the Registrable Securities specified in such Demand Notice and the Registrable Securities held by the other holders of Registrable Securities who gave such notice to the Company, to be Registered and/or qualified for sale and distribution in such jurisdictions as the Requester may reasonably request. The Company agrees to shall use its reasonable best efforts to keep any cause such registration statement continuously effective and usable for resale Registration and/or qualification to be complete as soon as practicable, but in no event later than sixty (60) days, after receipt of Registrable Securities for so long as the Holder whose Registrable Securities are included therein shall requestDemand Notice. The Company shall be obligated to file registration statements pursuant effect no more than two (2) Registrations requested by RSJ and shall be obligated to effect no more than two (2) Registrations requested by the Majority Holders under this Section 2(a2.1; provided that a Registration shall not be deemed to have been effected under this Section 2.1 unless (i) until all Registrable Securities have ceased set forth in such Demand Notice are Registered in such Registration, (ii) the offering of Registrable Securities pursuant to such Registration is not subject to any stop order, injunction or other order or requirement of the Commission (other than any such stop order, injunction, or other requirement of the Commission prompted by act or omission of the Holders of a majority of the Registrable Securities requested to be Registrable Securities. Each registration statement filed pursuant to this Section 2(aincluded therein) and (iii) such Registration is hereinafter referred to closed, or withdrawn at the request of the Requester (other than as a "result of a material adverse change to the Company). The Company shall not include in any Demand Registration Statement." The Company may, if permitted by law, effect any registration pursuant to this Section 2(a) by securities which are not Registrable Securities without the filing prior written consent of the Holders of a registration statement on Form S-3majority of the Registrable Securities requested to be included therein. However, if If the underwriters for such registration involves an underwritten public offering and the managing underwriter(s) at any time shall notify Demand Registration advise the Company in writing thatthat in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such Registration exceeds the sole judgment number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such managing underwriter(s), inclusion offering within a price range acceptable to the Holders of some or all a majority of the information required in a more detailed form specified in such notice is of material importance Registrable Securities requested to the success of the public offering of such Registrable Securitiesbe included therein, the Company shall use all reasonable efforts include the number of Registrable Securities which can be so sold in the following order of priority: (a) first, the Registrable Securities requested to supplement or amend be included by the registration statement Requester, which in the opinion of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata among them on the basis of the number of Registrable Securities requested to include be included therein by each such informationHolder, and (b) second, other securities requested to be included therein to the extent permitted hereunder.