Common use of Demand Registrations Clause in Contracts

Demand Registrations. A. Upon the written request of (i) Investor, at any time after the first annual anniversary of the Closing Date and prior to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Date, requesting that the Company effect the registration under the Securities Act of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided, however, that the Company may delay the filing of the registration statement for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholders."

Demand Registrations. A. Upon the written request of (a) (i) InvestorAs soon as practicable but no later than forty-five (45) calendar days following the closing of the Merger (the “Filing Date”), at any time the Company shall prepare and file with (or confidentially submit to) the SEC a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the first annual anniversary filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company that it will “review” the Shelf Registration Statement and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Closing Date Registrable Securities included therein pursuant to any method or combination of methods legally available to, and prior requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the third anniversary provisions of Closing Date or the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Shelf Registration Statement to a Shelf Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3. The Company shall, if requested by a Holder, (i) cause the removal of any restrictive legend related to compliance with the federal securities laws set forth on the Registrable Securities, (ii) either Stockholder at any time after cause its legal counsel to deliver an opinion, if necessary, to the third anniversary transfer agent in connection with the instruction under subclause (i) to the effect that removal of the Closing Date, requesting that the Company effect the registration such legends in such circumstances may be effected in compliance under the Securities Act of all or part of the particular requesting Stockholder's Act, and (the "Requesting Stockholder's"iii) issue Registrable Securities and specifying without any such legend in certificated or book-entry form or by electronic delivery through The Depository Trust Company, at the intended method Holder’s option, within two (2) Business Days of disposition thereofsuch request, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of if (iA) the Registrable Securities which are registered for resale under the Company Securities Act, and the Holder has been so requested sold or proposes to register by the Requesting Stockholder so as sell such Registrable Securities pursuant to permit the disposition such registration, (in accordance with the intended method thereof as aforesaidB) of the Registrable Securities so may be sold by the Holder without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions and without the requirement for the Company to be registered; providedin compliance with the current public information required under Rule 144(c)(2) (or Rule 144(i)(2), however, that the Company may delay the filing of the registration statement for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganizationapplicable), or merger involving (C) the Company. So long as Holder has sold or transferred, or proposes to sell or transfer within five (5) Business Days of such request, Registrable Securities pursuant to the Company does not breach any of its obligations Registration Statement or in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) compliance with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registrationRule 144. The Company shall give written notice Company’s obligation to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration remove legends under this Agreement Section 2.1(a)(i) may be conditioned upon the Holder providing such representations and documentation as are referred reasonably necessary and customarily required in connection with the removal of restrictive legends related to herein as compliance with the "Participating Stockholdersfederal securities laws."

Demand Registrations. A. Upon the written request of (ia) Investor, at any time From and after the first annual anniversary of the Closing Date and prior until the date on which the Shareholders collectively Beneficially Own less than 5% of the then outstanding Voting Securities, the holders of Registrable Securities shall have the right, by written notice delivered to the third anniversary of Closing Date Company by or (ii) either Stockholder at any time after the third anniversary on behalf of the Closing Dateholders of at least fifty-one percent (51%) of the outstanding Registrable Securities, requesting that to require the Company effect to register (the registration “Initial Demand Registration”) under the Securities Act of all or part up to one hundred percent (100%) of the particular requesting Stockholder's Registrable Securities. The Initial Demand Registration is exercisable once. Subsequent to the Initial Demand Registration, the holders of Registrable Securities then outstanding shall have the right, by written notice delivered to the Company by or on behalf of the holders of at least fifty-one percent (51%) of the remaining Registrable Securities, to require the Company to register (the "Requesting Stockholder's"“Second Demand Registration”) Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act up to one hundred percent (100%) of (i) the such remaining Registrable Securities which as were not sold pursuant to the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registeredInitial Demand Registration; provided, however, that if fewer than ten percent (10%) of Registrable Securities outstanding immediately prior to the effectiveness of the Initial Demand Registration (as adjusted for stock dividends, stock splits and similar transactions) are outstanding at the time, the holders of such Registrable Securities shall not be entitled to the Second Demand Registration. The Second Demand Registration is exercisable once and not prior to six months after the effective date of the Registration Statement filed pursuant to the Initial Demand Registration. The Company shall file each Demand Registration and use its reasonable best efforts to cause the same to be declared effective by the SEC within 120 days of the date on which the holders of Registrable Securities first give the written notice for such Demand Registration; provided, however, that if such written notice is given within 270 days of a Public Offering of the Company and the managing underwriter of the Public Offering advises the Company that effecting the Demand Registration at the time requested would have a material adverse effect on the market for the Company’s securities, then the Company may defer its obligation to file the Demand Registration for such period of time, not extending beyond the 270th day after the Public Offering, as is recommended by such managing underwriter. If any Demand Registration is requested to be a “shelf” registration, the Company shall use its reasonable best efforts to keep the Registration Statement filed in respect thereof effective for a period of twelve months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Section 5.2(a)) or such shorter period which will terminate when all Registered Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. Notwithstanding anything herein to the contrary, the Company may, one time in any 12 month period for up to a maximum of 90 days, delay the filing of any Demand Registration, suspend the registration statement effectiveness of any Registration Statement and/or give a notice for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect purposes of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holderlast paragraph of Section 5.3, as appropriate, if the Company shall only have determined, upon advice of counsel, that it would be required to disclose any significant corporate development which disclosure would have a material effect on the Company, by giving notice in accordance with Section 5.3(c)(7) (a “Suspension Period”); provided, that, the period of time which the Demand Registration is required to be effective shall be increased by the number of days of the Suspension Period if the effectiveness of such Demand Registration was suspended, but not beyond eighteen (18) months; and provided, further, that after the termination of the Suspension Period the Company shall comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested obligations set forth in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating StockholdersSection 5.3(1)."

Demand Registrations. A. Upon the written request of (a) (i) Investor, at any time after As soon as practicable but no later than thirty (30) calendar days following the first annual anniversary closing of the Closing Date and prior to Merger (the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing “Filing Date”), requesting that the Company effect shall prepare and file with the SEC a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which (determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company has been so requested to register that it will “review” the Shelf Registration Statement and (y) the tenth (10th) business day after the date the Company is notified in writing by the Requesting Stockholder so as SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to permit further review. Such Shelf Registration Statement shall provide for the disposition (resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the intended method thereof terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as aforesaid) may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities so to be registered; provided, however, that Securities. In the event the Company may delay the filing of the registration statement for up to files a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holderShelf Registration Statement on Form S-1, the Company shall only be required use its commercially reasonable efforts to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice convert such Shelf Registration Statement to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days Shelf Registration Statement on Form S-3 as soon as practicable after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested is eligible to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholdersuse Form S-3."

Demand Registrations. A. Upon the written request of (ia) Investor, at At any time after August 1, 2001, the first annual anniversary holders of a majority of the Closing Date and prior Registrable Securities shall be entitled to the third anniversary of Closing Date or request registration (iia "Demand Request") either Stockholder at any time after the third anniversary of the Closing Date, requesting that the Company effect the registration under the Securities Act of all or part of the particular requesting Stockholder's 1933, as amended (the "Requesting Stockholder'sSecurities Act") of all or any portion of their Registrable Securities. Registrable Securities means any Common Share or other securities issued or issuable under this Warrant. For purposes of this Warrant, a Person will be deemed to be the holder of Registrable Securities whenever such Person has the right to acquire, directly or indirectly, such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected. As to any particular securities constituting Registrable Securities, such securities will cease to be Registrable Securities when they have been (x) effectively registered under the Securities Act and specifying disposed of in accordance with the registration statement covering them, or (y) sold to the public through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the Securities Act. Under this Article 6, a Person is any individual or entity. A registration requested pursuant to this Section 6.1(a) is referred to in this Article 6 as a Demand Registration. The Demand Request shall specify the approximate number and type of Registrable Securities requested to be registered and the intended method of disposition thereofdistribution thereof (which may include an underwritten registration on a firm commitment basis). Within ten days after receipt of a Demand Request, the Company will, as expeditiously as possible, use its best efforts Stores shall give written notice of such requested registration to effect the registration under the Securities Act each other holder of (i) the Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company Stores has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with received written requests for inclusion therein and the intended method of distribution thereof as aforesaid) within 30 days after the receipt by Stores of the Registrable Securities so to be registeredDemand Request; provided, however, that the Company may delay the filing of the registration statement for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only no event will Stores be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than file the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days first Demand Registration prior to the filing thereofSeptember 10, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholders2001."

Demand Registrations. A. Upon the written request of (i) Investor, If at any time after the first annual anniversary of the Closing Date December 31, 1998, -------------------- and prior to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing DateJanuary 1, requesting that the Company effect the registration under the Securities Act of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereof2006, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act holder(s) of at least twenty-five percent (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid25%) of the Registrable Securities so shall notify the Company in writing that such holders intend to offer or cause to be registeredoffered for sale at least twenty- five percent (25%) of such Registrable Securities and shall request the Company to cause such Registrable Securities to be registered under the Securities Act, the Company will use its best efforts as soon as practicable thereafter to register such Registrable Securities (together with any other Registrable Securities requested by the holders thereof to be included in such registration pursuant to Section 5.3 within 15 days after receipt of a notice from the Company pursuant to Section 5.3) in accordance with the registration procedures set forth in Section 5.5 hereof. Such rights to require registration shall be in addition to the rights of the holders under Sections 5.3 and 5.5 and shall be available to holders, acting pursuant to this Agreement, on not more than a cumulative total of two (2) occasions; provided, however, that the Company may delay the filing of the each such registration right shall be deemed to have been used only upon such registration statement becoming and remaining effective in accordance with the provisions hereof. The Company shall, within five days of receipt of a request for up registration pursuant to a single 90-day period if the Board determines this Section 5.4, notify each holder of such request and permit each holder to join such request; provided, that such filing should not be made due holder, within 15 days of receipt of such notification, so indicates in writing to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as Notwithstanding the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holderforegoing, the Company shall only not be required obligated to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file effect a registration statement pursuant to this paragraph at least 30 Section 5.4 during the period starting with the date thirty (30) days prior to the Company's estimated date of filing thereofof, and if requested in writing by such other Stockholders within 30 days after receipt ending on a date three (3) months following the effective date of, a registration statement pertaining to an underwritten pub1ic offering of such notice, securities for the account of the Company will include provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement any shares to become effective and that the Company's estimate of Common Stock held the date of filing such registration statement is made in good faith; provided, however, that no such registration statements filed by the other Stockholders and requested to be so included. All Company shall preclude the holders of the Stockholders whose shares of Common Stock will be included in Registrable Securities from exercising a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under right hereunder this Agreement are referred to herein as the "Participating StockholdersSection 5.4 for more than 90 days."

Demand Registrations. A. Upon the written request of (a) (i) Investor, at any time after the first annual anniversary of No later than thirty (30) calendar days following the Closing Date and prior to (the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing “Filing Date”), requesting that the Company effect shall prepare and file with the SEC a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which (determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein, including the registration of the distribution to its shareholders, partners, members or other affiliates. The Company has been so requested to register by shall maintain the Requesting Stockholder so as to permit the disposition (Shelf Registration Statement in accordance with the intended method thereof terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as aforesaid) may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities so Securities, subject to be registered; provided, however, that Section 2.1(c). In the event the Company may delay the filing of the registration statement for up to files a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holderShelf Registration Statement on Form S-1, the Company shall only use its commercially reasonable efforts to amend the Shelf Registration Statement to a Registration Statement on Form S-3 or file a Registration Statement on Form S-3 in substitution of the Shelf Registration Statement (the “Replacement S-3 Shelf”) at (or, if determined by the Company in its discretion, before) such time as the Company would otherwise be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior post-effective amendment to the filing thereofRegistration Statement on Form S-1, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, cause the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested Replacement S-3 Shelf to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein declared effective as the "Participating Stockholderssoon as practicable thereafter."

Demand Registrations. A. Upon (a) Unless the written shelf registration contemplated by Section 1.2 or the piggy-back registration contemplated by Section 1.4 has been filed and declared effective by the SEC, covers all then outstanding Registrable Securities and is then currently in effect, then the Company shall, at the request of the Holders of at least 250,000 shares of Registrable Securities, prepare and use its commercially reasonable efforts to file with the SEC as promptly as practicable, but in any event within 45 days of such request, a registration statement on Form S-3 covering the resale of the Registered Securities requested to be covered by such demand. The Company shall use its commercially reasonable efforts to cause such registration statement to be filed not later than 45 days following the receipt of the notice of demand for registration under this Section 1.3, and shall use its commercially reasonable efforts to cause such registration statement to be declared effective under the Act (iincluding filing with the SEC a request for acceleration of effectiveness in accordance with Rule 12d1-2 promulgated under the 0000 Xxx) Investor, at any time as promptly as practicable after the first annual anniversary of the Closing Date and filing thereof, but in any event prior to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Effectiveness Due Date, requesting and to keep such registration statement continuously effective under the Act until the date on which all Registrable Securities covered by such registration statement have been sold or cease to be Registrable Securities, or such earlier time that the Company effect the registration under the Securities Act of Holders may sell all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") their Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided, however, that the Company may delay the filing of the registration statement for up to within a single 90-day period if under Rule 144 (such period, the Board determines "Effectiveness Period"); provided that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only provide the Holders with written notice of its intent to terminate the effectiveness of such registration statement not fewer than three (3) business days prior to such termination. Notwithstanding the foregoing, if at the time the Holders deliver to the Company a notice requesting registration of Registrable Securities pursuant to this Section 1.3(a) the Holders are able to sell pursuant to Rule 144, within the 90 day period commencing on the date that the demand notice is received by the Company, all of the Registrable Securities that are then not covered by an effective registration statement, then the Company shall not be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior Section 1.3 in response to the filing thereofsuch demand, and if requested in writing by such other Stockholders within 30 days after receipt request shall not be deemed a demand registration for purposes of such notice, the Company will include in such registration statement any shares Section 1.3(f) of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating StockholdersAgreement."

Demand Registrations. A. Upon the written request of (iSubject to Section 7.5(d) Investorbelow, at any time after the first annual anniversary end of the Closing Date Lock- Up Period and prior so long as such Stockholder either (y) is subject to Rule 145(d)(1) in respect of the Search Common Stock acquired by such Stockholder pursuant to the third anniversary of Closing Date Merger, or (iiz) either Stockholder holds at any time after the third anniversary least 5% of the Closing Dateissued and outstanding shares of Search Common Stock, requesting that the Company effect Stockholders, as holders of the Registrable Securities may request one, but not more than one, registration under the Securities Act of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") their Registrable Securities and specifying on Form S-1 or any similar long-form registration ("Long-Form Registrations"), or, if Search is eligible for same, on Forms S-2 or S-3 or any similar short-form registration ("Short-Form Registrations"), for which Search will pay all registration expenses, provided that the intended method expected aggregate net cash proceeds to all sellers of disposition thereof, the Company will, as expeditiously as possible, use its best efforts Registrable Securities in any underwritten offering is not less than $5 million. The Stockholders (either jointly or severally)collectively will be entitled to effect the request only one (1) registration under this Section 7.5(a). A registration will not count as the Securities Act of (i) the Registrable Securities which the Company one permitted registration until it has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registeredbecome effective; provided, howeverthat if, that within 60 days after it has become effective, the Company may delay the filing offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration statement will be deemed not to have been effected. The registration under this Section 7.5(a) shall be, at the option of the Stockholders after consultation with Search, either (w) a shelf registration which Search agrees to keep effective for up a period of not less than ninety (90) days, or (x) an underwritten registration. Search shall have the right to a single 90-day period if select the Board determines that such filing should investment banker(s) and manager(s) to administer any underwritten offering, subject to the consent of the Stockholder whose shares are being registered thereunder, which consent shall not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registrationunreasonably withheld. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement requested pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participateSection 7.5(a) pursuant to any "demand" or "piggyback" registration under this Agreement are is referred to herein as the a "Participating StockholdersDemand Registration."" The Demand Registration will be a Short-Form Registration whenever Search is permitted to use any applicable short form.

Demand Registrations. A. Upon the written request of (ia) Investor, at any time after the first annual anniversary of the Closing Date and prior Subject to the third anniversary terms and conditions of Closing Date or (ii) either Stockholder at any time after this Section 2.1, each Original Shareholder shall have the third anniversary of the Closing Date, requesting that right to require the Company effect the registration to register under the Securities Act the offer and sale of all or part a portion of the particular requesting Stockholdersuch Original Shareholder's Registrable Securities (the "Requesting Stockholder's") each such registration of such Registrable Securities and specifying the intended method of disposition thereofany other securities registered together therewith, a "Demand Registration") by delivering to the Company willa written demand therefor (each, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registereda "Demand Notice"); provided, however, that the Company may delay the filing (i) no Original Shareholder shall be entitled to effect any Demand Registration unless its Combined Percentage Entitlement is at least 5% as of the registration statement for up date on which it delivers the Demand Notice to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long , (ii) no Original Shareholder shall be entitled to effect more than four Demand Registrations, (iii) each Demand Notice must relate to Registrable Securities with a fair market value of at least US$25 million as the Company does not breach any of its obligations in respect of the demand registration date on which the Demand Notice is delivered to the Company, and (iv) once a Demand Notice has been delivered, no other than Demand Notice may be delivered by any Original Shareholder or be effective until the delivered Demand Notice has been withdrawn or the distribution of the Registered Securities covered thereby has been completed. The Original Shareholder who delivers the Demand Notice in Each Demand Notice shall specify the kind and aggregate amount of Registrable Securities to be registered and the intended methods of distribution thereof [, which must be reasonably likely to result in a breach which would not adversely affect wide distribution of the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registrationRegistrable Securities being offered]. The Company shall give written notice be deemed to each Stockholder other than have effected a Demand Registration if (i) the Requesting Stockholder of its intention Registration Statement relating to file a registration statement pursuant to this paragraph such Demand Registration is declared effective by the Commission and remains effective for at least 30 180 days (or such shorter period ending on the first date on which all the Registrable Securities covered by such Registration Statement have been sold or such Registration Statement is withdrawn by the Demanding Shareholder); provided, however, that no Demand Registration shall be deemed to have been effected if (x) such Demand Registration, after it has become effective, is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court or (y) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or (ii) at any time after the delivery of a Demand Notice and prior to the filing thereofeffectiveness of the related Registration Statement, and if requested in writing by such other Stockholders within 30 days after receipt the preparation of such notice, Registration Statement is discontinued or such Registration Statement is withdrawn or abandoned at the request of the Demanding Shareholder unless either (x) the Demanding Shareholder has elected to pay and has paid to the Company will include in full the Registration Expenses in connection with such registration statement any shares of Common Stock held Registration Statement or (y) such discontinuation, withdrawal or abandonment is requested by the other Stockholders and requested to be so included. All Demanding Shareholder because of the Stockholders whose shares occurrence of Common Stock will be included a significant negative change in a registration statement (whether a Requesting Stockholder market conditions or other Stockholder electing to participate) pursuant to any "demand" Jupiter's business, financial condition, results of operations or "piggyback" registration under this Agreement are referred to herein as prospects since the "Participating Stockholdersdate on which the Demand Notice was delivered."

Demand Registrations. A. Upon (a) Unless the written shelf registration contemplated by Section 1.2 or the piggy-back registration contemplated by Section 1.4 has been filed and declared effective by the SEC, covers all then outstanding Registrable Securities and is then currently in effect, then the Company shall, at the request of the Holders of at least 250,000 shares of Registrable Securities, -3- US Dataworks, Inc. Registration Agreement October 2, 2003 prepare and use its commercially reasonable efforts to file with the SEC as promptly as practicable, but in any event within 45 days of such request, a registration statement on Form S-3 covering the resale of the Registered Securities requested to be covered by such demand. The Company shall use its commercially reasonable efforts to cause such registration statement to be filed not later than 45 days following the receipt of the notice of demand for registration under this Section 1.3, and shall use its commercially reasonable efforts to cause such registration statement to be declared effective under the Act (iincluding filing with the SEC a request for acceleration of effectiveness in accordance with Rule 12dl-2 promulgated under the 0000 Xxx) Investor, at any time as promptly as practicable after the first annual anniversary of the Closing Date and filing thereof, but in any event prior to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Effectiveness Due Date, requesting and to keep such registration statement continuously effective under the Act until the date on which all Registrable Securities covered by such registration statement have been sold or cease to be Registrable Securities, or such earlier time that the Company effect the registration under the Securities Act of Holders may sell all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") their Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided, however, that the Company may delay the filing of the registration statement for up to within a single 90-day period if under Rule 144 (such period, the Board determines "EFFECTIVENESS PERIOD"); provided that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only provide the Holders with written notice of its intent to terminate the effectiveness of such registration statement not fewer than three (3) business days prior to such termination. Notwithstanding the foregoing, if at the time the Holders deliver to the Company a notice requesting registration of Registrable Securities pursuant to this Section 1.3(a) the Holders are able to sell pursuant to Rule 144, within the 90-day period commencing on the date that the demand notice is received by the Company, all of the Registrable Securities that are then not covered by an effective registration statement, then the Company shall not be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior Section 1.3 in response to the filing thereofsuch demand, and if requested in writing by such other Stockholders within 30 days after receipt request shall not be deemed a demand registration for purposes of such notice, the Company will include in such registration statement any shares Section 1.3(f) of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating StockholdersAgreement."

Demand Registrations. A. Upon the written request of (a) (i) InvestorAs soon as practicable but no later than thirty (30) Business Days following the Closing Date (the “Filing Date”), at any time the Company shall prepare and file with the SEC a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the first annual anniversary filing thereof and no later than the earlier of (x) the 60th calendar day (or the ninetieth (90th) calendar day if the SEC notifies the Company that it will “review” the Shelf Registration Statement) following the Closing Date and prior to (y) the third anniversary of Closing Date or tenth (ii10th) either Stockholder at any time business day after the third anniversary of the Closing Date, requesting that date the Company effect is notified (orally or in writing, whichever is earlier) by the registration under SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the Securities Act resale of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (Shelf Registration Statement in accordance with the intended method thereof terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as aforesaid) may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities so to be registered; provided, however, that Securities. In the event the Company may delay the filing of the registration statement for up to files a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holderShelf Registration Statement on Form F-1, the Company shall only be required use commercially reasonable efforts to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice convert such Shelf Registration Statement to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days Shelf Registration Statement on Form F-3 as soon as practicable after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested is eligible to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholdersuse Form F-3."

Demand Registrations. A. Upon During the written request of (i) InvestorEffective Period, one or more Initiating Holders owning, individually or in the aggregate, at any time after the first annual anniversary least 10% of the Closing Date and prior Common Stock comprising the Registrable Securities may request in writing, with a copy of such request delivered simultaneously to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Dateeach non-Initiating Holder, requesting that the Company effect the registration file a Registration Statement under the Securities Act (“Demand Registration”) covering the registration of all or part at least 10% of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended plan and method of disposition thereofof such shares. The making of such demand by an Initiating Holder shall be binding upon all Investors with respect to the number of demand registration rights provided for in Section 1(c) hereof. After the date on which the Company receives such a request, the Company will, as expeditiously as possible, shall use its reasonable best efforts (i) to effect the registration file a Registration Statement under the Securities Act on the appropriate form therefor (using Form S-3 or other “short form,” if available pursuant to the advice of (icounsel) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) covering all of the Registrable Securities so to be registeredspecified by the Initiating Holders within 45 days after the date of such request; provided, however, that such 45 day period shall be extended by the number of days having elapsed from the time the Company may delay furnishes to the Initiating Holders a reasonably complete draft of the proposed Registration Statement to be filed, and the date on which a majority of the Registrable Securities to which the proposed Registration Statement relates notifies the Company that such draft is acceptable to such Initiating Holders insofar as the draft of the proposed Registration Statement contains information that relates to them and the intended method or methods of distribution as furnished by them to the Company and (ii) to cause such Registration Statement to be declared effective as quickly as reasonably possible after the filing of the registration statement for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations referenced in respect of the demand registration clause (other than a breach which would not adversely affect the Requesting Stockholder's rightsi) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registrationabove. The Company shall give written notice to each Stockholder other than will keep the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph Demand Registration current and effective for at least 30 120 days prior (such 120 day period to be calculated without regard to any Deferral Period), or a shorter period during which the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt holders of such notice, the Company will include in such registration statement any shares of Common Stock held demand shall have sold all Registrable Securities covered by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating StockholdersDemand Registration."

Demand Registrations. A. Upon At any time during the written request term of this Agreement after the earlier of (i) Investor, at any time 60 days after the first annual anniversary of the Closing Date date hereof and prior to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary effectiveness of the Closing DateCompany's registration statement on Form S-3 filed with the Securities and Exchange Commission on January 27, requesting that 2004, the Company effect the Stockholders may make up to two written requests for registration under the Securities Act Act, pursuant to this Section 2.2 of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") their Registrable Securities (each a "Demand Registration"). Each such request will specify the number of shares of Registrable Securities proposed to be sold and specifying will also specify the intended method of disposition thereof. Within five (5) days following receipt of such request, the Company willshall give written notice of such request to each Stockholder. Any Stockholder may elect, as expeditiously as possibleby giving written notice thereof to the Company within twenty (20) days following the receipt of such notice, use its best efforts to include all or part of such Stockholder's Registrable Securities in the registration statement for such Demand Registration. The Company shall not be required to effect the registration under the Securities Act more than two Demand Registrations pursuant to this Section 2.2, and each such Demand Registration shall not be made for less than 420,000 shares of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registeredSecurities; provided, however, that one of such Demand Registrations may be made for less than 420,000 shares of Registrable Securities in the event that there are less than 420,000 shares of Registrable Securities outstanding. The Stockholders agree and acknowledge that I/O will only be obligated to accommodate two Demand Registrations under the terms of this Agreement, regardless of how many Stockholders participate in one or both Demand Registrations. If a registration has become effective but is withdrawn before completion of the offering contemplated thereby, or if a registration statement has been withdrawn prior to becoming effective, then such registration shall not count as either of the Demand Registrations contemplated by this Section 2.2; provided, however, that if any such withdrawal (including, without limitation, withdrawals pursuant to Section 2.6 hereof) is made at the request of Stockholders holding a majority of the Registrable Securities requested to be included in the registration, then such withdrawn registration shall count as a Demand Registration, unless the Holders of Registrable Securities to be included in such registration reimburse the Company may delay for its Registration Expenses relating to the preparation and filing of such Demand Registration; and provided, further, that if such withdrawal by the registration statement for up to a single 90-day period if the Board determines that such filing should not be made Stockholders was due to a valid need not to disclose confidential information material adverse change in the business or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as financial condition of the Company does not breach any which the Stockholders became aware of its obligations in respect after the commencement of the demand Demand Registration, the Stockholders shall not be required to reimburse the Company for its Registration Expenses relating to the preparation and filing of such Demand Registration, and such registration shall not count as either of the Demand Registrations contemplated by this Section 2.2. If the Company withdraws a registration statement under this Section 2.2 (other than at the request of the Stockholders holding a breach which would not adversely affect majority of the Requesting Stockholder's rights) with respect Registrable Securities requested to each holderbe included in the registration), the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder not, until after the registration of the Registrable Securities that were included in such withdrawn Demand Registration and after the expiration of the time periods set forth in Section 2.2(a), register any Common Stock, other than the Requesting Stockholder of its intention to file on a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested on Form S-4 or Form S-8 (or any equivalent registration form then in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholderseffect)."

Demand Registrations. A. Upon Beginning on the date that is six months after the effective date of the first registration statement for a firm commitment of a Qualified IPO, the Company, upon written request of (i) Investorfrom the Required Warrant Rights Holders, at any time after the first annual anniversary on behalf of the Closing Date Warrant Rights Holders and prior their Affiliates, as applicable, shall use commercially reasonable efforts to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Date, requesting that the Company effect the registration register under the Securities Act of all or part the Registrable Securities beneficially held by the Warrant Rights Holders, as applicable (including, at the election of the particular requesting Stockholder's Required Warrant Rights Holders, in an underwritten offering) and bear all expenses in connection with such offering pursuant to Section 2.4 below and shall enter into such other agreements in furtherance thereof (each such registration pursuant to this Section 2.2, a “Demand Registration”). The Required Warrant Rights Holders, on behalf of the "Requesting Stockholder's"Warrant Rights Holders and their Affiliates, as applicable, shall have the right to request three (3) Registrable Securities and specifying Demand Registrations pursuant to this Section 2.2. Upon the intended method receipt of disposition thereofany such request, the Company will, as expeditiously as possible, shall use its best commercially reasonable efforts to effect cause a registration statement (a “Demand Registration Statement”) to be filed with, and to be declared effective by, the registration under the Securities Act of (i) the SEC for all Registrable Securities which that the Company has been so requested to register by as soon as practicable thereafter. The Company agrees to use commercially reasonable efforts to keep the Requesting Stockholder so as to permit Demand Registration Statement continuously effective until the disposition earliest of (in accordance with a) the intended method thereof as aforesaiddate on which the Warrant Rights Holders and their Affiliates no longer hold any Registrable Securities registered under the Demand Registration Statement, (b) of the date on which the Registrable Securities so may be sold by the Warrant Rights Holders and their Affiliates pursuant to be registered; provided, however, Rule 144 (with such sale not being limited by either the timing or volume restrictions thereunder) or (c) the date that is 30 days from the Company may delay effective date of such Demand Registration Statement (or the filing date that is 6 months from the effective date of such Demand Registration Statement if such Demand Registration Statement is a shelf registration statement filed on an appropriate form under the Securities Act). A registration shall not count as a Demand Registration unless and until the registration statement for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held relating thereto has been declared effective by the other Stockholders SEC and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholdershas not been withdrawn."

Demand Registrations. A. Upon the The Stockholder Agreement provides that, HLR may make a written request of (i) Investor, at any time after the first annual anniversary of the Closing Date and prior to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Date, requesting that the Company effect the Surviving Corporation for registration under the Securities Act of all or part Registrable Securities (as defined in the Stockholder Agreement) (each, a "Demand Registration"). The obligations of the particular requesting Stockholder's (the "Requesting Stockholder's") Surviving Corporation to register such Registrable Securities and specifying are subject to the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of following conditions: (i) the Registrable Securities which the Company has been so requested to register by be registered must (unless reduced pursuant to the Requesting provisions of the section of the Stockholder so as to permit Agreement entitled "Reduction of Offering"), constitute at least 2% of the disposition (in accordance with the intended method thereof as aforesaid) equivalent outstanding Equity Securities or at least 5% of the Registrable Securities so at such time, whichever amount is smaller, (ii) there shall not have been consummated more than one offering pursuant to a Demand Registration within the preceding 12 month period, (iii) if the HLR Group Interest is less than 30% but more than 20%, no more than three other Demand Registrations shall have been effected after the date on which the HLR Group Interest was reduced to less than 30%, if the HLR Group Interest is less than 20% but more than 10%, no more than two other Demand Registrations shall have been effected after the date on which the HLR Group Interest was reduced to less than 20% and if the HLR Group Interest is less than 10%, no more than one other Demand Registration shall have been effected after the date on which the HLR Group Interest was reduced to less than 10%, (iv) HLR shall conform to all applicable requirements of the Securities Act and the Exchange Act with respect to the offering and sale of securities and advise each underwriter, broker or dealer through which any of the Registrable Securities are offered that the Registrable Securities are part of a distribution that is subject to the prospectus delivery requirements of the Securities Act and (v) HLR shall use all reasonable efforts to effect as wide a distribution of such Registrable Securities as is reasonably practicable, but in no event will any sale of Registrable Securities be made knowingly to any Person who beneficially owns 5% or more of the Total Voting Power. In addition, the Surviving Corporation's obligations pursuant to any Demand Registration will be suspended if (i) the fulfillment of such obligations would require the Surviving Corporation to make a disclosure that would, in the reasonable good faith and judgment of the Board of Directors, be materially detrimental and premature, (ii) the Surviving Corporation has filed a registration statement with respect to Equity Securities to be registered; provideddistributed in a Public Offering and it is advised by its lead or managing underwriter that an offering by HLR of the Registrable Securities would materially adversely affect the distribution of such Equity Securities or (iii) the fulfillment of such obligations would require the Surviving Corporation to prepare audited financial statements not required to be prepared for the Surviving Corporation to comply with its obligations under the Exchange Act as of any date not coincident with the last day of any fiscal year of the Surviving Corporation. The obligations of the Surviving Corporation, however, that will be reinstated (x) in the Company may delay case of clause (i) above, upon the filing making of such disclosure (or, if earlier, when such disclosure would either be no longer necessary for the fulfillment of such obligations or no longer detrimental), (y) in the case of clause (ii) above, upon the conclusion of any period during which the Surviving Corporation would not, pursuant to the terms of its underwriting arrangements, be permitted to sell securities of the registration statement Surviving Corporation for up to a single 90-day period if its own account and (z) in the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because case of clause (iii) above, as soon as it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect no longer be necessary to each holder, the Company shall only be required prepare such financial statements to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating StockholdersExchange Act."

Demand Registrations. A. Upon the written request of (ia) Investor, Investors who together hold at any time after the first annual anniversary least Five Hundred Thousand (500,000) shares of the Closing Date and prior to the third anniversary of Closing Date Registrable Securities may make one request on or (ii) either Stockholder at any time after the third anniversary of the Closing Datebefore August 17, requesting 2005 that the Company effect file a Registration Statement covering the resale or distribution by the Investors of the Registrable Securities (the "Initial Demand Registration"). Any Investor who is, immediately following the closing of the transactions contemplated by the Purchase Agreement, an Affiliate of the Company may make one request that the Company file a Registration Statement covering the resale or distribution by such Investor of the Registrable Securities provided that such Investor is an Affiliate at the time of such request (an "Affiliate Demand Registration"). The Initial Demand Registration and the Affiliate Demand Registration are each referred to herein as a "Demand Registration." Upon the receipt of a request for a Demand Registration, the Company will promptly file a registration statement on an appropriate form under the Securities Act of all or part of the particular requesting Stockholder's 1933, as amended (the "Requesting Stockholder'sSecurities Act") ), relating to all Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, shall use its best efforts to effect cause such registration statement to be declared effective no later than one hundred twenty (120) days after the registration under date of the Securities Act request from the Investors. Notwithstanding the foregoing, if at the time of (i) the request to register the Registrable Securities which Securities, the Company is engaged in, or has been so requested fixed plans to register engage in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the Requesting Stockholder so as Demand Registration to permit the disposition (in accordance with the intended method thereof as aforesaid) material detriment of the Registrable Securities so to be registered; providedCompany, however, that then the Company may delay the filing of the registration statement for up to a single 90-day period if the Board determines at its option direct that such filing should not demand registration be made due to delayed for a valid need period not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Companyexceed ninety (90) days. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holderIn addition, the Company shall only not be required to comply with two effect any Demand Registration within ninety (290) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder days after the effective date of any other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares Company. For the purposes of Common Stock will be included this Agreement, "Affiliate" has the meaning given to it in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as Rule 144 of the "Participating StockholdersSecurities Act."

Demand Registrations. A. Upon the written request of (ia) Investor, Investors who together hold at any time after the first annual anniversary least Five Hundred Thousand (500,000) shares of the Closing Date and prior to the third anniversary of Closing Date Registrable Securities may make one request on or (ii) either Stockholder at any time after the third anniversary of the Closing Datebefore August 17, requesting 2005 that the Company effect file a Registration Statement covering the resale or distribution by the Investors of the Registrable Securities (the “Initial Demand Registration”). Any Investor who is, immediately following the closing of the transactions contemplated by the Purchase Agreement, an Affiliate of the Company may make one request that the Company file a Registration Statement covering the resale or distribution by such Investor of the Registrable Securities provided that such Investor is an Affiliate at the time of such request (an “Affiliate Demand Registration”). The Initial Demand Registration and the Affiliate Demand Registration are each referred to herein as a “Demand Registration.” Upon the receipt of a request for a Demand Registration, the Company will promptly file a registration statement on an appropriate form under the Securities Act of all or part of the particular requesting Stockholder's 1933, as amended (the "Requesting Stockholder's") “Securities Act”), relating to all Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, shall use its best efforts to effect cause such registration statement to be declared effective no later than one hundred twenty (120) days after the registration under date of the Securities Act request from the Investors. Notwithstanding the foregoing, if at the time of (i) the request to register the Registrable Securities which Securities, the Company is engaged in, or has been so requested fixed plans to register engage in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the Requesting Stockholder so as Demand Registration to permit the disposition (in accordance with the intended method thereof as aforesaid) material detriment of the Registrable Securities so to be registered; providedCompany, however, that then the Company may delay the filing of the registration statement for up to a single 90-day period if the Board determines at its option direct that such filing should not demand registration be made due to delayed for a valid need period not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Companyexceed ninety (90) days. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holderIn addition, the Company shall only not be required to comply with two effect any Demand Registration within ninety (290) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder days after the effective date of any other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares Company. For the purposes of Common Stock will be included this Agreement, “Affiliate” has the meaning given to it in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as Rule 144 of the "Participating StockholdersSecurities Act."

Demand Registrations. A. Upon Subject to Sections 1(c) and 1(d) below, during the written Effective Period, an Initiating Holder may request in writing, with a copy of (i) Investor, at any time after the first annual anniversary of the Closing Date and prior such request delivered simultaneously to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Datenon-Initiating Holder, requesting that the Company effect the registration an underwritten Public Offering by filing a Registration Statement under the Securities Act of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's"“Demand Registration”) Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect covering the registration under the Securities Act of at least twenty percent (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid20%) of the Registrable Securities so (if applicable, calculated on an as converted basis) held by such Initiating Holder, the members of its Group and any other affiliates, which request will specify the intended plan and method of disposition of such shares; provided that a request for a Demand Registration shall not be effective if the Registrable Securities of the Initiating Holder and its Affiliates requested to be registeredincluded in such Demand Registration do not have an aggregate market value of at least $10 million (if applicable, calculated on an as converted basis) (based upon the average daily closing price of the Common Stock (on its principal trading market), rounded to two decimal places, for the ten (10) trading days immediately preceding the date that the Initiating Holder’s request for registration is received by the Company). The making of such demand by an Initiating Holder shall be binding upon all of the holders of the Registrable Securities within the Initiating Holder’s Group with respect to the number of demand registration rights provided for in Section 1(c). After the date on which the Company receives such a request, the Company shall use reasonable best efforts (i) to file a Registration Statement under the Securities Act on the appropriate form therefor covering all of the Registrable Securities specified by the Initiating Holder within seventy-five (75) days after the date of such request; provided, however, that such seventy-five (75) day period shall be extended by the number of days having elapsed from the time the Company may delay furnishes to the Initiating Holder a reasonably complete draft of the proposed Registration Statement to be filed, and the date on which the Initiating Holder, acting as representative of the holders of Registrable Securities within the Initiating Holder’s Group to which the proposed Registration Statement relates, notifies the Company that such draft is acceptable to such Initiating Holder insofar as the draft of the proposed Registration Statement contains information that relates to them and the intended method or methods of distribution as furnished by them to the Company and (ii) to cause such Registration Statement to be declared effective as quickly as reasonably possible after the filing of referenced in clause (i) above. The Company will keep the registration statement Demand Registration current and effective for up to a single 90at least one hundred twenty (120) days (such 120-day period if the Board determines that such filing should not to be made due calculated without regard to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganizationDeferral Period), or merger involving a shorter period during which the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt holders of such notice, the Company will include in such registration statement any shares of Common Stock held demand shall have sold all Registrable Securities covered by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating StockholdersDemand Registration."

Demand Registrations. A. Upon (a) Subject to the written request provisions of (i) InvestorSection 6.07, if, at any time following the expiration of the Lock‑Up Period or, upon the Investor becoming entitled to make Transfers in accordance with Section 3.02(a)(iv), while there still remain Registrable Securities outstanding, the Company is no longer eligible to use a Shelf Registration Statement, then within forty‑five (45) days after the first annual anniversary Investor’s written request to register the resale of the Closing Date and prior to the third anniversary a specified number of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Date, requesting that the Company effect the registration Registrable Securities under the Securities Act of all or part (which, upon the Investor becoming entitled to make Transfers in accordance with Section 3.02(a)(iv), shall not be in excess of the particular requesting Stockholder's (the "Requesting Stockholder's") number of Registrable Securities which would permit the Investor to fully satisfy the amount of aggregate Losses the Sellers are obligated to pay to the Buyer Indemnified Persons in excess of the Cash Purchase Price paid to the Sellers pursuant to the Purchase Agreement) (a “Demand Notice”), the Company will file a Registration Statement, on an appropriate form which the Company is then eligible to use, to register the resale of such Registrable Securities, which Registration Statement will (if specified in the Demand Notice) contemplate the ability of the Investor to effect an Underwritten Offering in accordance with Section 6.01(b) (each such registration, a “Demand Registration”); provided that the Investor shall not be entitled to request more than three (3) Demand Registrations; and specifying provided, further, that the Company shall not be obligated to effect any Demand Registration within one hundred and eighty (180) days after the effective date of any other Registration Statement. Each Demand Notice shall specify the number of Registrable Securities proposed to be offered for sale, the intended method of disposition thereofdistribution thereof and the estimated gross proceeds of such Demand Registration, the Company willwhich may not be less than $50.0 million, as expeditiously as possibleor, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) if less, all of the Registrable Securities so held by the Investor. Subject to Section 6.06, the Investor may change the number of Registrable Securities proposed to be registered; provided, however, that offered pursuant to any Demand Registration at any time prior to the Company may delay the filing of the registration statement for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) Registration Statement with respect to each holderthe Demand Registration being declared effective by the SEC, so long as such change would not reduce the estimated gross proceeds of the Demand Registration to less than $50.0 million. As soon as reasonably practicable after receiving such Demand Notice, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such noticeDemand Notice to all other holders of Common Stock who may have registration rights with respect to their Common Stock and, subject to Section 6.06, the Company will shall include in as part of such registration statement any Demand Registration all other shares of Common Stock held by with respect to which the other Stockholders and requested to be so included. All Company has received written requests (which requests shall specify the aggregate number of the Stockholders whose shares of Common Stock requested to be registered) for inclusion therein within five (5) Business Days after receipt of the Company’s notice by such holders. (b) A Demand Registration shall not be deemed to have been effected and shall not count as a Demand Registration utilized for purposes of the limits set forth in the proviso of the first sentence of Section 6.02(a) (i) unless a Registration Statement with respect thereto has become effective and has remained effective for a period of at least one hundred and 22 eighty (180) days or such shorter period in which all Registrable Securities included in such Demand Registration have actually been sold thereunder (provided that such period shall be extended for a period of time equal to the period the Investor refrains from selling any securities included in such Registration Statement at the request of the Company or the lead managing underwriter pursuant to the provisions of this Agreement) or (ii) if, after it has become effective, such Demand Registration becomes subject, prior to one hundred and eighty (180) days after effectiveness, to any stop order, injunction or other order or requirement of the SEC or other governmental authority such that no sales are possible thereunder for a period of ten (10) consecutive days or more (other than by reason of any act or omission by the Investor). (c) In the event that a Demand Registration involves an Underwritten Offering of Registrable Securities, the underwriters will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing selected by the Investor; provided that any such underwriter must be reasonably acceptable to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholders."Company. SECTION 6.03

Demand Registrations. A. Upon At any time following the written request of 180th day after the Effective Time (i) Investor, at any time after the first annual anniversary holders of the Closing Date and prior to the third anniversary a majority of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Date, requesting that the Company effect the Registrable Securities may request one registration under the Securities 1933 Act during any consecutive twelve (12) month period (a "Demand Registration") of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") their Registrable Securities and specifying the intended method of disposition thereof, on Form S-3 (except if the Company willis not then eligible to use Form S-3, as expeditiously as possible, use its best efforts to effect the then such registration under shall be on Form S-1 or Form SB-2 or on another appropriate form in accordance herewith permitting registration of the Securities Act of (i) for resale by such holders in the Registrable Securities manner or manners designated by them), in which the Company has been so requested will pay all registration expenses. The Company will not be obligated to register by effect any Demand Registration within six (6) months after the Requesting Stockholder so as to permit effective date of a registration in which the disposition (in accordance with the intended method thereof as aforesaid) holders of the Registrable Securities so were given piggyback rights pursuant to Section 7(c) or within twelve (12) months after the closing a prior Demand Registration. The Company will be registeredrequired to file a registration within sixty (60) days after a request for a Demand Registration and shall use Bion Environmental Technologies, Inc. November 9, 2006 Page 8 commercially reasonable efforts to have such registration declared effective as soon as practicable thereafter; provided, however, provided that the Company may delay the filing of the registration statement postpone for up to a single 90-day period total of sixty (60) days the filing or the effectiveness of a registration statement for a Demand Registration if the Board determines that such filing should not Demand Registration would reasonably be made due expected to a valid need not to disclose confidential information have an adverse effect on any proposal or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as plan by the Company does not breach to engage in any acquisition of its obligations in respect of the demand registration assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other transaction or any material corporate development, including without limitation, a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holderFacility financing hereunder; provided, further, that in such event, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder holders of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by Registrable Securities initially requesting such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock Demand Registration will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing entitled to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein withdraw such request and, if such request is withdrawn, such Demand Registration will not count as the "Participating Stockholdersone permitted Demand Registration within the twelve (12) month period applicable thereto."

Demand Registrations. A. Upon From and after January 1, 2005, the holders of Registrable Securities shall have the right, by written request of (i) Investor, at any time after notice delivered to the first annual anniversary Company by or on behalf of the Closing Date and prior to the third anniversary holders of Closing Date or at least fifty-one percent (ii51%) either Stockholder at any time after the third anniversary of the Closing Dateoutstanding Registrable Securities, requesting that to require the Company effect to register (the registration "Initial Demand Registration") under the Securities Act of all or part up to one hundred percent (100%) of the particular requesting Stockholder's Registrable Securities. The Initial Demand Registration is exercisable once. Subsequent to the Initial Demand Registration, the holders of Registrable Securities then outstanding shall have the right, by written notice delivered to the Company by or on behalf of the holders of at least fifty-one percent (51%) of the remaining Registrable Securities, to require the Company to register (the "Requesting Stockholder'sSecond Demand Registration") Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act up to one hundred percent (100%) of (i) the such remaining Registrable Securities which as were not sold pursuant to the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registeredInitial Demand Registration; provided, however, that if fewer than ten percent (10%) of Registrable Securities outstanding immediately prior to the effectiveness of the Initial Demand Registration (as adjusted for stock dividends, stock splits and similar transactions) are outstanding at the time, the holders of such Registrable Securities shall not be entitled to the Second Demand Registration. The Second Demand Registration is exercisable once and not prior to six months after the effective date of the Registration Statement filed pursuant to the Initial Demand Registration. Subsequent to the Second Demand Registration the holders of Registrable Securities then outstanding shall have the right, by written notice delivered to the Company by and on behalf of the holders of at least fifty-one percent (51%) of the remaining Registrable Securities, to require the Company to register (the "Final Demand Registration" and, together with the Initial Demand Registration and the Second Demand Registration called, the "Demand Registration") under the Securities Act up to one hundred percent (100%) of such Registrable Securities; provided, however, that if fewer than ten percent (10%) of Registrable Securities outstanding immediately prior to the effectiveness of the Initial Demand Registration (as adjusted for stock dividends, stock splits and similar transactions) are outstanding at the time, the holders of such Registrable Securities shall not be entitled to the Final Demand Registration. The Final Demand Registration is exercisable once and not prior to six months after the effective date of the Registration Statement filed pursuant to the Second Demand Registration. The Company shall file each Demand Registration and use its reasonable best efforts to cause the same to be declared effective by the SEC within 120 days of the date on which the holders of Registrable Securities first give the written notice for such Demand Registration; provided, however, that if such written notice is given within 270 days of a Public Offering of the Company and the managing underwriter of the Public Offering advises the Company that effecting the Demand Registration at the time requested would have a material adverse effect on the market for the Company's securities, then the Company may defer its obligation to file the Demand Registration for such period of time, not extending beyond the 270th day after the Public Offering, as is recommended by such managing underwriter. If any Demand Registration is requested to be a "shelf" registration, the Company shall use its reasonable best efforts to keep the Registration Statement filed in respect thereof effective for a period of twelve months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Section 4(a)) or such shorter period which will terminate when all Registered Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. Notwithstanding anything herein to the contrary, the Company may, one time in any 12 month period for up to a maximum of 90 days, delay the filing of any Demand Registration, suspend the registration statement effectiveness of any Registration Statement and/or give a notice for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect purposes of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holderlast paragraph of Section 6, as appropriate, if the Company shall only have determined, upon advice of counsel, that it would be required to disclose any significant corporate development which disclosure would have a material effect on the Company, by giving notice in accordance with Section 5(c)(7) (a "Suspension Period"); provided, that, the period of time which the Demand Registration is required to be effective shall be increased by the number of days of the Suspension Period if the effectiveness of such Demand Registration was suspended, but not beyond eighteen (18) months; and provided, further, that after the termination of the Suspension Period the Company shall comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested obligations set forth in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating StockholdersSection 5(1)."

Demand Registrations. A. Upon the written request of (a) (i) Investor, at any time after As soon as practicable but no later than thirty (30) calendar days following the first annual anniversary closing of the Closing Date and prior to Merger (the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing “Filing Date”), requesting that the Company effect shall prepare and file with the SEC a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which (determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company has been so requested to register that it will “review” the Shelf Registration Statement and (y) the tenth (10th) business day after the date the Company is notified in writing by the Requesting Stockholder so as SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to permit further review. Such Shelf Registration Statement shall provide for the disposition (resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the intended method thereof terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as aforesaid) may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities so to be registered; provided, however, that Securities. In the event the Company may delay the filing of the registration statement for up to files a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holderShelf Registration Statement on Form S-1, the Company shall only be required use its commercially reasonable efforts to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice convert such Shelf Registration Statement to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days Shelf Registration Statement on Form S-3 as soon as practicable after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested is eligible to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholdersuse Form S-3."

Demand Registrations. A. Upon From and after the date which is six months following the Closing Date, the holders of Registrable Securities shall have the right, by written request notice delivered to the Company by or on behalf of the holders of at least fifty-one percent (51%) of the outstanding Registrable Securities, to require the Company to register (the "Initial Demand Registration") under the Securities Act up to one hundred percent (100%) of the Registrable Securities. The Initial Demand Registration is exercisable once. Subsequent to the Initial Demand Registration, the holders of Registrable Securities then outstanding shall have the right, by written notice delivered to the Company by or on behalf of the holders of at least fifty-one percent (51%) of the remaining Registrable Securities, to require the Company to register (the "Second Demand Registration") under the Securities Act up to one hundred percent (100%) of such remaining Registrable Securities as were not sold pursuant to the Initial Demand Registration. The Second Demand Registration is exercisable once and not (i) Investor, at any time prior to six months after the first annual anniversary effective date of the Closing Date and prior Registration Statement filed pursuant to the third anniversary of Closing Date Initial Demand Registration or (ii) either Stockholder at any time after the third anniversary Termination Date. Subsequent to the Second Demand Registration, the holders of Registrable Securities then outstanding shall have the right, by written notice delivered to the Company by or on behalf of the Closing Dateholders of at least fifty-one percent (51%) of the remaining Registrable Securities, requesting that to require the Company effect to register (the registration "Final Demand Registration") under the Securities Act up to one hundred percent (100%) of such remaining Registrable Securities as were not sold pursuant to the Second Demand Registration. The Final Demand Registration is exercisable once and not (i) prior to six months after the effective date of the Registration Statement filed pursuant to the Second Demand Registration or (ii) after the Termination Date. The holders of Registrable Securities shall not be entitled to request a Second or Final Demand Registration if at such time less than 10% of the initial amount of Registrable Securities are outstanding. The Company shall use commercially reasonable efforts to promptly prepare and file each Registration Statement for a Demand Registration and cause the same to be declared effective by the SEC; provided, however, that if the Holders have received written notice from the Company that the Company is planning to commence a Public Offering within the next 30 days, the Holders will have no right to request a Demand Registration until 180 days after the date of the Public Offering or at such time that the Company is no longer pursuing such public offering. If any Demand Registration is requested to be a "shelf" registration, the Company shall use reasonable best efforts to keep the Registration Statement filed in respect thereof effective for a period of twelve (12) months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Section 4) or such shorter period which will terminate when all Registered Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. A registration will not be deemed to have been effected pursuant to a shelf Registration Statement, and shall not reduce the number of Demand Requests available to the Holders, unless (x) the provisions of Section 3 are fulfilled with respect to such shelf Registration Statement and (y) the shelf Registration Statement with respect thereto has remained effective for the minimum period of time required by Section 3, as extended as provided in such Section 3. At any time that a shelf Registration Statement is effective, Holders of a majority of the outstanding Registrable Securities may deliver a notice to the Company (a "Shelf Underwriting Notice") stating that they intend to effect a Shelf Underwritten Offering of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities included by such Holders on the Shelf Registration Statement and specifying stating the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) aggregate offering price and/or number of the Registrable Securities so to be registeredincluded in the Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by the Company and/or any Other Holders); provided, howeverthat, that the Holders may not request more than two Shelf Underwritten Offerings in any twelve month period. Notwithstanding anything herein to the contrary, the Company may may, one time in any twelve (12) month period, for up to a maximum of 90 days, delay the filing of any Demand Registration, suspend the registration statement effectiveness of any Registration Statement and/or give a notice for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect purposes of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holderlast paragraph of Section 5, as appropriate, if the Company shall only have determined in good faith, upon advice of counsel, that it would be required to disclose any significant corporate development which disclosure would have a material effect on the Company, by giving notice in accordance with Section 5(c)(7) (a "Suspension Period"); provided, that, the period of time which the Demand Registration is required to be effective shall be increased by the number of days of the Suspension Period if the effectiveness of such Demand Registration was suspended, but not beyond twelve (12) months; and provided, further, that after the termination of the Suspension Period the Company shall comply with two (2) requests by each Stockholder for demand registrationthe obligations set forth in Section 5(1). The Company shall give written notice to each Stockholder other than agrees that, in the Requesting Stockholder of event it exercises its intention to file a registration statement pursuant to rights under this paragraph at least 30 days paragraph, it shall, prior to the filing thereofexpiration of the Suspension Period, file or update and if requested in writing by such other Stockholders within 30 days after receipt of such noticeuse its reasonable best efforts to cause the effectiveness of, as applicable, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholdersdelayed Registration Statement."

Demand Registrations. A. Upon (a) At any time following the written request of date on which all Conversion Shares have been registered for resale pursuant to Section 2 hereof (the “Permitted Request Date”), (i) Investor, at any time after the first annual anniversary a Holder or Holders owning 25% or more in interest of the Closing Date Registrable Securities (other than the Conversion Shares) (the “Initiating Holders”) may request that the Company file a Registration Statement providing for the resale of all Registrable Securities then held by the Initiating Holders by giving written notice (a “Demand Notice”) of such demand to the Company. The Demand Notice shall describe the number of Registrable Securities intended to be disposed of and the intended method of disposition. The Company shall then prepare and file with the Commission on or prior to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Additional Filing Date, requesting that a “resale” Registration Statement providing for the resale of all Registrable Securities included in the Demand Notice for an offering to be made on a continuous basis pursuant to Rule 415. Any such Registration Statements shall be on Form SB-2 (except if the Company effect is not then eligible to register for resale such Registrable Securities on Form SB-2, in which case such registrations shall be on another appropriate form in accordance herewith and the registration Securities Act and the rules promulgated thereunder). Each such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of all additional shares of Common Stock resulting from stock splits, stock dividends or part of similar transactions with respect to the particular requesting Stockholder's Registrable Securities. The Company shall (i) not permit any securities other than the "Requesting Stockholder's") Registrable Securities to be included in any such Registration Statement and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, (ii) use its reasonable best efforts to effect the registration cause any such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and to keep any such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities which may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided, however, that the Company may delay the filing of the registration statement for up pursuant to a single 90-day period if the Board determines that such filing should not be made due written opinion letter, addressed to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as ’s transfer agent to such effect (the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration“Effectiveness Period”). The Company shall give written notice to each Stockholder other than request that the Requesting Stockholder effective time of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to any such Registration Statement is 5:00 p.m. Eastern Time on the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholderseffective date."

Demand Registrations. A. Upon the written request of (a) (i) Investor, at any time after As soon as practicable but no later than forty-five (45) calendar days following the first annual anniversary closing of the Closing Date Merger (the “Filing Date”), the Parent shall prepare and prior to file with the third anniversary SEC a shelf registration statement under Rule 415 of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Date, requesting that the Company effect the registration under the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which (determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the Company has been so requested to register filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Parent that it will “review” the Shelf Registration Statement and (y) the tenth (10th) business day after the date the Parent is notified in writing by the Requesting Stockholder so as SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to permit further review. Such Shelf Registration Statement shall provide for the disposition (resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Parent shall maintain the Shelf Registration Statement in accordance with the intended method thereof terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as aforesaid) may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities so Securities. In the event the Parent files a Shelf Registration Statement on Form S-1, the Parent shall use its commercially reasonable efforts to be registered; provided, however, that the Company may delay the filing of the registration statement for up convert such Shelf Registration Statement to a single 90-day period if Shelf Registration Statement on Form S-3 as soon as practicable after the Board determines that such filing should not be made due Parent is eligible to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholdersuse Form S-3."

Demand Registrations. A. Upon (a) Any Holders shall have the written request right, on not more than four occasions in the aggregate, to require Corel to register for offer and sale under the Securities Act all or a portion of the Registrable Securities then outstanding subject to the requirements of this Section 2. As promptly as practicable after Corel receives a notice from any such Holder or Holders (a "Demand Notice") demanding that Corel register for offer and sale under the Securities Act Registrable Securities consisting, as to each Registration, of an amount of Registrable Securities held by such Holder or Holders equal to at least the lesser of (i) Investor, at any time after the first annual anniversary 25% of the Closing Date aggregate amount of Registrable Securities then outstanding or issuable and prior to the third anniversary of Closing Date or (ii) either Stockholder at any time Registrable Securities having an estimated market value of Cdn$50 million, subject to Section 2(b), Corel shall (i) prepare and, within 60 days after such request, file with the third anniversary Commission a Demand Registration Statement relating to the offer and sale of the Closing DateApplicable Securities on any applicable form as the Holder(s) who delivered the Demand Notice may reasonably request (which may include a "shelf" Registration Statement for use in connection with a delayed or continuous offering under Rule 415 promulgated under the Securities Act) and, requesting that the Company effect the registration thereafter, (ii) use reasonable efforts to cause such Demand Registration Statement to be declared effective under the Securities Act as promptly as practicable after the date of all or part filing of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereofsuch Demand Registration Statement. Subject to Section 2(b), the Company will, as expeditiously as possible, Corel shall use its best reasonable efforts to effect keep each Demand Registration Statement continuously effective in order to permit the registration under Prospectus forming a part thereof to be usable by the Electing Holders for resales of Applicable Securities Act for an Effectiveness Period ending on the earlier of (i) two years from the Registrable Effective Time of such Registration Statement and (ii) such time as all of such Applicable Securities which the Company has have been so requested to register disposed of by the Requesting Stockholder so as Electing Holders. Corel shall have the right to permit postpone (or, if necessary or advisable, withdraw) the disposition (filing, or delay the effectiveness, of a Registration Statement or offers and sales of Applicable Securities registered under a shelf Demand Registration Statement if the board of directors of Corel determines in accordance good faith that such Registration would interfere with any pending financing, acquisition, corporate reorganization or other corporate transaction involving Corel or any of its subsidiaries and furnishes to the intended method thereof as aforesaid) Electing Holders a copy of a resolution of the Registrable Securities so to be registeredboard of directors of Corel certified by the secretary of Corel stating such determination; provided, however, that Corel may postpone a Demand Registration or offers and sales of Applicable Securities under a shelf Demand Registration Statement no more than once in any 12 month period and that any such postponement period shall not exceed 90 days in the Company aggregate.Corel shall advise the Electing Holders of any such determination as promptly as practicable. Corel may delay include in any registration requested pursuant to Section 2(a) hereof other securities for sale for its own account or for the filing account of another Person, subject to the following sentence. In connection with an underwritten offering, if the managing underwriter or underwriters advise Corel and the Electing Holders in writing that in its or their opinion the number of securities requested to be registered exceeds the number which can be sold in such offering without materially adversely affecting the pricing, timing or likely success of the registration statement for up offering (with respect to any offering, the "Maximum Number"), Corel shall include such Maximum Number in such Registration as follows: (i) first, the Applicable Securities requested to be registered, pro rata among the Electing Holders in proportion to their ownership of such Applicable Securities and (ii) second, any other securities requested to be included in such Registration. For purposes of this agreement, an "underwritten offering" shall be an offering pursuant to which securities are sold to a single 90broker-day period if dealer or other financial institution or group thereof for resale by them to investors. The Holders requesting any Registration pursuant to Section 2(a) hereof shall have the Board determines that right to withdraw such filing should not be made due request (i) prior to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as time the Company does not breach any of its obligations Demand Registration Statement in respect of such Registration has been declared effective, (ii) upon the demand issuance by a governmental agency or the Commission of a stop order, injunction or other order which interferes with such Registration, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration (are not satisfied other than as a breach which would result of default by the Electing Holders, (iv) such withdrawal is requested by the Holders because of the occurrence of a significant negative change in market conditions or Corel's business, financial condition, results of operations or prospects since the date of the initial Demand Notice, (v) if Corel avails itself of Section 2(b) hereof, or (vi) if the Electing Holders are prevented pursuant to Section 2(c) hereof from selling any of the Applicable Securities requested to be registered; it being understood that such Registration shall be deemed not adversely affect to have been requested for purposes of Section 2(a) hereof if the Requesting Stockholder's rightsHolders requesting such Registration withdraw their request pursuant to (A) with respect clause (i) above if such Holders agree to each holderreimburse Corel for the reasonable out-of-pocket expenses it has incurred prior to such withdrawal in effecting such Registration, (B) clauses (ii), (iii), (iv) or (v) above or (C) clause (vi) above in circumstances where the Electing Holders are prevented from selling 50% or more of the Applicable Securities requested to be included in such Registration. If the Holders withdraw a request pursuant to Section 2(a) but Corel nevertheless determines to complete, within 30 days after such withdrawal, the Company Registration so requested as to securities other than the Applicable Securities, the Holders shall only be entitled to participate in such Registration pursuant to Section 3 hereof, but in such case the Intended Offering Notice shall be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice be given to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph Holders at least 30 10 business days prior to the anticipated filing thereof, date of the Registration Statement and if requested in writing by such other Stockholders within 30 the Holders shall be required to give the Piggy-back Notice no later than 5 business days after receipt Corel's delivery of such noticeIntended Offering Notice. In the event that any Registration pursuant to this Section 2 shall involve, in whole or in part, an underwritten offering, the Company will include in such registration statement any shares of Common Stock held managing underwriter or underwriters shall be selected by the other Stockholders and requested Holders who delivered the Demand Notice subject to the consent of Corel, which consent shall not be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder unreasonably withheld or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholdersdelayed."

Demand Registrations. A. Upon the written request of (i) Investor, at At any time after 180 days after the first annual anniversary IPO Date relating to the Initial Public Offering of the Closing Date issuer of Registrable Securities, the GC Industrial Member or its designees will have the right to request registration of such Registrable Securities (which may, at such Holders’ request, be shelf registrations pursuant to Rule 415 promulgated under the Securities Act), which request or requests will specify the number of Registrable Securities intended to be Transferred and prior to the third anniversary Holders thereof and the intended method of Closing Date or distribution of such Registrable Securities; provided, however, that Holders may not request registration of Registrable Securities having an aggregate gross offering price (iinot taking into account underwriters discounts and commissions) either Stockholder at any time after the third anniversary of the Closing Dateless than $25 million. Upon receipt of such request, requesting that the Company will use its reasonable best efforts to promptly effect the registration under the Securities Act of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so requested to be registered; provided, however, that the Company will not be required to prepare and file more than five registration statements which actually become or are declared effective by the SEC at the request of the GC Industrial Member. Notwithstanding the foregoing, the Company may delay the filing or effectiveness of any registration of Registrable Securities pursuant to this Section 11.04(d) for a period of not more than 180 days if at the registration statement for up time of such request (x) the Company is engaged, or has fixed plans to engage within 180 days following receipt of such request, in a single 90-day period if firm commitment underwritten public offering of Registrable Securities in which the Holders of Registrable Securities have been or will be permitted to include all the Registrable Securities so requested to be registered pursuant to this Section 11.04(d) or (y) the Board reasonably determines that such filing should not be made due to a valid need not to disclose confidential information or because it registration and offering would materially interfere with any material financing, acquisition, corporate reorganization, or merger transaction involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder; provided, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereofhowever, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, that the Company will include not use the right set forth in such registration statement this clause (y) more than three times for an aggregate of 180 days in any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholders12-month period."

Demand Registrations. A. Upon the written request of (ia) Investor, If at any time after following the first annual anniversary of the Closing Date and prior to date hereof, the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Date, requesting Company receives a written request that the Company effect the a registration under the Securities Act of all or part with respect to the Registrable Securities from Shareholders holding at least a majority of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereofSecurities, the Company will, as expeditiously as possible, will use its diligent best efforts to effect the such registration, which registration may be under the Securities Act any form of (i) the Registrable Securities which registration statement eligible for use by the Company has been so requested to register by for such purpose, and as would permit or facilitate the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) sale and distribution of all or such portion of the Registrable Securities so as are specified in such request; provided, however, that the Company shall not be obligated to take any action to effect such registration pursuant to this subparagraph 2(a): (i) after the Company has effected two such registrations pursuant to this subparagraph 2(a) and such registrations have been declared or ordered effective or (ii) to effect a registration for less than 500,000 shares. The Company shall not be required to cause a registration statement requested pursuant to this subparagraph 2(a) to become effective prior to 120 days following the effective date of a registration statement initiated by the Company or a Shareholder. The Company shall have the right to include in a registration statement filed pursuant to this subparagraph 2(a) shares of Common Stock to be registeredoffered and sold for the account of the Company or any other security holders of the Company. 3 (b) Subject to subparagraph 2(a) above and the other terms and conditions contained herein, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practical, but in any event within 120 days after receipt of the request or requests of the Shareholder or Shareholders; provided, however, that the Company may delay the filing of the registration statement postpone for up to 180 days, the filing or the effectiveness (which may include the withdrawal of an effective registration statement) of such a single 90-day period registration statement if the Company's Board of Directors reasonably determines in its good faith judgment that such filing should not be made due to a valid need not to disclose confidential information or because it would be materially interfere with any material financing, acquisition, corporate reorganizationdisadvantageous to the Company for such a registration statement to be filed and become effective, or merger involving be maintained effective; and, provided further, that in such event, the Company. So long Shareholders will be entitled to withdraw such demand for registration and, if such demand is withdrawn, such registration will not count as the Company does not breach any of its obligations in respect one of the demand registration (other than a breach which would not adversely affect registrations the Requesting Stockholder's rights) with respect Shareholders are entitled to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholdershereunder."

Demand Registrations. A. Upon (a) At Any time following the written request of date on which all Conversion Shares have been registered for resale pursuant to Section 2 hereof (the “Permitted Request Date”), (i) Investor, at any time after the first annual anniversary a Holder or Holders owning 25% or more in interest of the Closing Date Registrable Securities (other than the Conversion Shares) (the “Initiating Holders”) may request that the Company file a Registration Statement providing for the resale of all Registrable Securities then held by the Initiating Holders by giving written notice (a “Demand Notice”) of such demand to the Company. The Demand Notice shall describe the number of Registrable Securities intended to be disposed of and the intended method of disposition. The Company shall then prepare and file with the Commission on or prior to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Additional Filing Date, requesting that a “resale” Registration Statement providing for the resale of all Registrable Securities included in the Demand Notice for an offering to be made on a continuous basis pursuant to Rule 415. Any such Registration Statements shall be on Form SB-2 (except if the Company effect is not then eligible to register for resale such Registrable Securities on Form SB-2, in which case such registrations shall be on another appropriate form in accordance herewith and the registration Securities Act and the rules promulgated thereunder). Each such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of all additional shares of Common Stock resulting from stock splits, stock dividends or part of similar transactions with respect to the particular requesting Stockholder's Registrable Securities. The Company shall (i) not permit any securities other than the "Requesting Stockholder's") Registrable Securities to be included in any such Registration Statement and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, (ii) use its reasonable best efforts to effect the registration cause any such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and to keep any such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities which may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided, however, that the Company may delay the filing of the registration statement for up pursuant to a single 90-day period if the Board determines that such filing should not be made due written opinion letter, addressed to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as ’s transfer agent to such effect (the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration“Effectiveness Period”). The Company shall give written notice to each Stockholder other than request that the Requesting Stockholder effective time of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to any such Registration Statement is 5:00 p.m. Eastern Time on the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholderseffective date."

Demand Registrations. A. Upon After the two-year period provided for in Section 2.1 hereof and during the Registration Period, holders of the Requisite Amount of Registrable Securities in aggregate shall be entitled to make a written request of (i) Investor, at any time after the first annual anniversary of the Closing Date and prior to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Date, requesting that the Company effect the (each such request being a "Demand") for registration under the Securities Act Act, of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities (a "Demand Registration"). Such Demand shall specify: (i) the aggregate number and specifying kind of Registrable Securities requested to be registered; and (ii) the intended method of disposition thereofdistribution in connection with such Demand Registration to the extent then known. No Demand shall be effective or impose any obligation upon the Company unless such Demand shall request the registration of not less than the Requisite Amount of Registrable Securities. Within ten (10) days after receipt of a Demand, the Company willshall give written notice of such Demand to all other holders of Registrable Securities and shall include in such registration all Registrable Securities of each holder thereof with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt by such holder of the Company's notice required by this paragraph. The holders of Registrable Securities shall be entitled to two (2) Demand Registrations. A registration shall not be treated as a Demand Registration unless the holders of Registrable Securities are able to include, as expeditiously as possiblein accordance with the following provisions, use its best efforts at least 75% of the Registrable Securities requested to effect be included in such registration and until (i) the applicable registration statement under the Securities Act has been filed with the SEC with respect to such Demand Registration and been declared effective and (ii) such Registration Statement shall have been maintained continuously effective for a period of at least one hundred twenty (i120) the days or such shorter period when all Registrable Securities which the Company has included therein have been so requested to register by the Requesting Stockholder so as to permit the disposition (sold thereunder in accordance with the intended method thereof as aforesaid) manner of distribution set forth in such registration statement. Neither the Company nor any other Person shall include any other securities in a Demand Registration, except with the written consent of the holders of the majority of the Registrable Securities so sought to be registeredregistered pursuant to such Demand Registration; provided, however, that the Company GEI (as defined in Section 2.6(b)) may delay the filing include securities of the registration statement for up to a single 90-day period if same class as the Board determines that Registrable Securities in such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So Demand Registration as long as the Company does such securities do not breach any of its obligations in respect exceed 50% of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt aggregate number of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders securities and requested Registrable Securities sought to be so included. All of the Stockholders whose shares of Common Stock will be included in such Demand Registration. If, in connection with a registration statement Demand Registration, any managing underwriter (whether or, if such Demand Registration is not an underwritten offering, a Requesting Stockholder nationally recognized independent underwriter selected by the holders of a majority of the Registrable Securities sought to be registered in such Demand Registration (which such underwriter shall be reasonably acceptable to the Company and whose fees and expenses shall be borne solely by the Company in the case of the first Demand Registration and borne on a pro rata basis by all holders of securities permitted by such underwriter to be included in the second Demand Registration, in proportion to the number of securities included in such Demand Registration)) advises the Company and the holders of the Registrable Securities sought to be included in such Demand Registration that, in its judgment, marketing or other Stockholder electing factors dictate that limiting the securities to participate) pursuant be included in the Registration Statement is necessary to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholders."facilitate public distribution of the

Demand Registrations. A. Upon Provided that the written request Company has elected to require LUK Holdco to effect the Backstop Commitment (as defined in the Backstop Agreement) and LUK Holdco has fulfilled its Backstop Commitment under the terms of (i) Investorthe Backstop Agreement to purchase Common Shares in connection with the Rights Offering, then at any time after and from time to time following the first annual anniversary of the Backstop Closing Date and prior (as defined in the Backstop Agreement), the Holders’ Representative shall have the right by delivering a written notice to the third anniversary of Closing Date or Company (iia “Demand Notice”) either Stockholder at any time after the third anniversary of the Closing Date, requesting that to require the Company effect to, pursuant to the registration terms of this Agreement, register under the Securities Act of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) provisions of the Securities Act the number of Registrable Securities so owned by the Holders and requested by such Demand Notice to be registeredso registered (a “Demand Registration”); provided, however, that a Demand Notice may only be made if (i) the Company may delay aggregate gross proceeds expected to be received from the filing sale of the registration statement for up Registrable Securities requested to a single 90be included in such Demand Registration are at least US$5,000,000 based on the volume-weighted average price of the Common Shares during the 20-day period if prior to the Board determines that such filing should not be made due Demand Notice or (ii) the Holders are requesting to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect register all of the demand registration (other than Registrable Securities owned by the Holders. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holderDemand Notice, the Company shall only be required use its reasonable best efforts to comply file, as promptly as reasonably practicable, but not later than, 60 days with two (2) requests by each Stockholder for demand registration. The Company shall give written notice respect to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least any underwritten offering, or 30 days prior with respect to any other offering, after receipt by the Company of such Demand Notice (subject to paragraph (e) of this Section 2.1), a Registration Statement 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 reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholders."

Demand Registrations. A. Upon (a) At any time following the written request of date on which all Initial Registrable Securities have been registered for resale pursuant to Section 2 hereof (the “Permitted Request Date”), (i) Investor, at any time after the first annual anniversary of the Closing Date and prior to the third anniversary of Closing Date a Holder or (ii) either Stockholder at any time after the third anniversary of the Closing Date, requesting that the Company effect the registration under the Securities Act of all Holders owning 50% or part of the particular requesting Stockholder's more in interest (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid“Initiating Holders”) of the Registrable Securities so (other than the Initial Registrable Securities and subject to be registered; provided, however, the rights of the holders of the Shell Shares as set forth in the Shell Registration Rights Agreement and the Vision Shares as set forth in the Vision Registration Rights Agreement)(the “Remaining Registrable Securities”) may request that the Company may delay file a Registration Statement providing for the filing resale of all Remaining Registrable Securities then held by the registration statement for up Initiating Holders by giving written notice (a “Demand Notice”) of such demand to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as The Demand Notice shall describe the Company does not breach any number of its obligations in respect Remaining Registrable Securities intended to be disposed of and the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registrationintended method of disposition. The Company shall give written notice then prepare and file with the Commission on or prior to each Stockholder the Additional Filing Date, a “resale” Registration Statement providing for the resale of all Remaining Registrable Securities included in the Demand Notice for an offering to be made on a continuous basis pursuant to Rule 415. Any such Registration Statements shall be on Form S-1. Each such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) not permit any securities other than the Requesting Stockholder of Remaining Registrable Securities to be included in any such Registration Statement and (ii) use its intention reasonable best efforts to file a registration statement pursuant cause any such Registration Statement to this paragraph at least 30 days prior to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and if requested in writing to keep any such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such other Stockholders within 30 days after receipt of such notice, Registration Statement have been sold or (y) the date on which the Remaining Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). The Company shall request that the effective time of any "demand" or "piggyback" registration under this Agreement are referred to herein as such Registration Statement is 5:00 p.m. Eastern Time on the "Participating Stockholderseffective date."

Demand Registrations. A. Upon the written request of (ia) Investor, at At any time after the first annual anniversary date hereof, a Majority Interest of the Closing Date Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $10 million) in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons 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 prior in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Date, requesting that the extent provided herein. The Company will use its reasonable best efforts to expeditiously effect the registration of all Registrable Securities whose holders request participation in such registration under the Securities Act of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") and to qualify such Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration for sale under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registeredany state blue sky law; provided, however, that the Company may delay the filing of the registration statement for up to a single 90-day period if the Board determines that such filing should shall not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with effect registration pursuant to a request under this Section 2 more than two (2) requests by each Stockholder times for demand registrationthe holders of the Registrable Securities as a group. The Notwithstanding anything to the contrary contained herein, if the Company shall give written notice to each Stockholder other than receives a request for registration under this Section 2, then (i) the Requesting Stockholder Company may advise the requesting Investors, within fifteen (15) days of its intention receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this paragraph at least 30 Section 2 for a reasonable time period, provided that such postponements shall not exceed one hundred twenty (120) days prior to in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing thereofor effectiveness would require disclosure of a material financing, acquisition or other corporate transaction or development, and if requested in writing by such other Stockholders within 30 days after receipt the Board of such notice, Directors of the Company determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors of the Company determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness. A registration will include in not count as a requested registration under this Section 2(a) until the registration statement relating to such registration statement any shares of Common Stock held has been declared effective by the other Stockholders and requested to be so included. All Commission at the request of the Stockholders whose shares initiating holders; provided, however, that, if a Majority Interest of Common Stock will be included the participating holders of Registrable Securities shall request, in writing, that the Company withdraw a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration which has been filed under this Agreement are referred Section 2(a) but not yet been declared effective, a majority in interest of such holders may thereafter request the Company to herein as reinstate such registration statement, if permitted under the "Participating StockholdersSecurities Act, or to file another registration statement, in accordance with the procedures set forth herein."

Demand Registrations. A. Upon the written request of (i) Investor, If at any time after the first annual anniversary of the Closing Date December 31, 1998, -------------------- and prior to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing DateJanuary 1, requesting that the Company effect the registration under the Securities Act of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereof2006, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act holder(s) of at least twenty-five percent (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid25%) of the Registrable Securities so shall notify the Company in writing that such holders intend to offer or cause to be registeredoffered for sale at least twenty- five percent (25%) of such Registrable Securities and shall request the Company to cause such Registrable Securities to be registered under the Securities Act, the Company will use its best efforts as soon as practicable thereafter to register such Registrable Securities (together with any other Registrable Securities requested by the holders thereof to be included in such registration pursuant to Section 5.3 within 15 days after receipt of a notice from the Company pursuant to Section 5.3) in accordance with the registration procedures set forth in Section 5.5. hereof. Such rights to require registration shall be in addition to the rights of the holders under Sections 5.3 and 5.5 and shall be available to holders, acting pursuant to this Agreement, on not more than a cumulative total of two (2) occasions; provided, however, that the Company may delay the filing of the each such registration right shall be deemed to have been used only upon such registration statement becoming and remaining effective in accordance with the provisions hereof. The Company shall, within five days of receipt of a request for up registration pursuant to a single 90-day period if the Board determines this Section 5.4, notify each holder of such request and permit each holder to join such request; provided, that such filing should not be made due holder, within 15 days of receipt of such notification, so indicates in writing to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as Notwithstanding the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holderforegoing, the Company shall only not be required obligated to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file effect a registration statement pursuant to this paragraph at least 30 Section 5.4 during the period starting with the date thirty (30) days prior to the Company's estimated date of filing thereofof, and if requested in writing by such other Stockholders within 30 days after receipt ending on a date three (3) months following the effective date of; a registration statement pertaining to an underwritten public offering of such notice, securities for the account of the Company will include provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement any shares to become effective and that the Company's estimate of Common Stock held the date of filing such registration statement is made in good faith; provided, however, that no such registration statements filed by the other Stockholders and requested to be so included. All Company shall preclude the holders of the Stockholders whose shares of Common Stock will be included in Registrable Securities from exercising a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under right hereunder this Agreement are referred to herein as the "Participating StockholdersSection 5.4 for more than 90 days."

Demand Registrations. A. Upon (a) (1) As soon as practicable but no later than thirty (30) calendar days following the written request of (i) Investor, at any time after the first annual anniversary closing of the Closing Date and prior to Merger (the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing “Filing Date”), requesting that the Company effect shall prepare and file with the SEC a shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which (determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company has been so requested to register that it will “review” the Shelf Registration Statement and (y) the tenth (10th) business day after the date the Company is notified in writing by the Requesting Stockholder so as SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to permit further review. Such Shelf Registration Statement shall provide for the disposition (resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the intended method thereof terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as aforesaid) may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities so to be registered; provided, however, that Securities. In the event the Company may delay the filing of the registration statement for up to files a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holderShelf Registration Statement on Form S-1, the Company shall only be required use its commercially reasonable efforts to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice convert such Shelf Registration Statement to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days Shelf Registration Statement on Form S-3 as soon as practicable after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested is eligible to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholdersuse Form S-3."

Demand Registrations. A. Upon Provided that the written request Company has elected to require Auvergne to effect the Backstop Commitment (as defined in the Backstop Agreement) and Auvergne has fulfilled its Backstop Commitment under the terms of (i) Investorthe Backstop Agreement to purchase Common Shares in connection with the Rights Offering, then at any time after and from time to time following the first annual anniversary of the Backstop Closing Date and prior (as defined in the Backstop Agreement), the Holders’ Representative shall have the right by delivering a written notice to the third anniversary of Closing Date or Company (iia “Demand Notice”) either Stockholder at any time after the third anniversary of the Closing Date, requesting that to require the Company effect to, pursuant to the registration terms of this Agreement, register under the Securities Act of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) provisions of the Securities Act the number of Registrable Securities so owned by the Holders and requested by such Demand Notice to be registeredso registered (a “Demand Registration”); provided, however, that a Demand Notice may only be made if (i) the Company may delay aggregate gross proceeds expected to be received from the filing sale of the registration statement for up Registrable Securities requested to a single 90be included in such Demand Registration are at least US$5,000,000 based on the volume-weighted average price of the Common Shares during the 20-day period if prior to the Board determines that such filing should not be made due Demand Notice or (ii) the Holders are requesting to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect register all of the demand registration (other than Registrable Securities owned by the Holders at such time. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holderDemand Notice, the Company shall only be required use its reasonable best efforts to comply file, as promptly as reasonably practicable, but not later than, 60 days with two (2) requests by each Stockholder for demand registration. The Company shall give written notice respect to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least any underwritten offering, or 30 days prior with respect to any other offering, after receipt by the Company of such Demand Notice (subject to paragraph (e) of this Section 2.1), a Registration Statement 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 reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholders."

Demand Registrations. A. Upon the written request of (ia) Investor, at At any time after the first annual anniversary of the Closing Date and prior to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Date, any Holder or Holders (each, together with any Holder requesting registration pursuant to, and in compliance with, Section 11.02, a “Requesting Holder”) may deliver a written request to the Company in accordance with Section 14.01 (a “Demand”) that the Company effect a registration with respect to the registration Registrable Securities under the Securities Act to cover a registered sale of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") such Registrable Securities for cash by such Requesting Holder. Such Demand shall specify the number of Registrable Securities such Requesting Holder intends to include in such registration and specifying the intended method methods by which such Requesting Holder intends to sell or dispose of disposition thereof, the Company will, as expeditiously as possible, use its best efforts such Registrable Securities (including whether such Requesting Holder intends to effect the registration under the Securities Act of (i) distribute the Registrable Securities which the Company has been so requested by means of an underwritten offering (an “Underwritten Offering”) or pursuant to register by the Requesting Stockholder so as sales from time to permit the disposition time without an underwriter (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registereda “Shelf Offering”)); provided, however, that in no event may any Requesting Holder make a Demand for an Underwritten Offering unless the Company may delay the filing Registrable Securities to be offered and sold by such Requesting Holder in such Underwritten Offering are reasonably expected to result in gross proceeds to such Requesting Holder of the registration statement for up to a single 90-day period if the Board determines that at least twenty million dollars ($20,000,000). Upon receipt of such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holderDemand, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior shall, subject to the filing thereofterms and conditions of this Article 11, use its commercially reasonably efforts (subject, for the avoidance of doubt, to Blackout Periods to the extent provided in Section 11.04) to (i) file and if requested in writing cause to become effective under the Securities Act a Registration Statement covering the resale of such Registrable Securities by such Requesting Holder as soon as reasonably practicable; (ii) qualify such Registrable Securities under applicable blue sky or other Stockholders within 30 days after receipt securities laws of any state of the United States of America to the extent set forth herein; and (iii) comply in all material respects with applicable regulations issued under the Securities Act and any other governmental requirements or regulations, in each case in such a manner as would permit or facilitate the distribution in an underwritten offering or other sale of all or any portion of such notice, the Company will include Registrable Securities as reasonably specified in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating StockholdersDemand."

Demand Registrations. A. Upon the written (a) The Stockholders holding 50% or more of then remaining Registrable Stock may jointly request of (i) Investor, at any time after the first annual anniversary of the Closing Date and prior to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Date, requesting that the Company effect the registration to register under the Securities Act of all on Form S-3 or part any successor form thereto all, but not less than all, of the particular requesting Stockholder's (shares of Registrable Stock held by such Stockholders for sale in the "Requesting Stockholder's") manner specified in such notice; provided that the Company is a registrant then entitled to use -------- ---- Form S-3 or any successor form thereto to register such shares. Upon receipt of such a request by Stockholders holding 50% or more of the then remaining Registrable Securities and specifying the intended method of disposition thereofStock, the Company willshall within five days of the receipt thereof give notice to all Stockholders and shall, as expeditiously as possiblesubject to the limitations of this Section 3, use its best efforts to effect the such a registration as soon as practicable and in any event to file within 75 days of such a request a registration statement under the Securities 1933 Act of covering all the Registrable Stock which the Stockholders shall in writing request to be included in such registration and to use its best efforts to have such registration statement become effective. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 3(a): (i) during the Registrable Securities which period starting with the date 60 days prior to the Company's estimated date of filing of, and ending on the date six months immediately following the effective date of, any registration statement pertaining to the securities of the Company has been so requested (other than a registration of securities in a Rule 145 transaction or with respect to register an employee benefit plan); provided that the Company is actively employing in good -------- ---- faith all reasonable efforts to cause such registration statement to become effective; and (ii) if the Company shall furnish to the Stockholder a certificate signed by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) President of the Registrable Securities so Company stating that in the good faith judgment of the Board of Directors it would be significantly detrimental to the Company or its shareholders, provided that any impact on the stock price that such an offer would cause will not be considered detrimental to the shareholders for a registration statement to be registeredfiled in the near future, in which event the Company's obligation to use all reasonable efforts to register, qualify or comply under this Section 3(b) shall be deferred for a period not to exceed 90 days from the date of receipt of written request from the Stockholders; provided, however, provided that the Company may delay the filing of the registration statement for up to a single 90not utilize this right more than -------- ---- once in any 12-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registrationmonth period. The Company shall give written notice will use its best efforts to insure that each Stockholder other than the Requesting Stockholder of its intention to file a registration statement filed pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested Section 3(a) remain in writing by such other Stockholders within 30 effect for 120 days after receipt the effective date of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholdersfiling."

Demand Registrations. A. Upon (a) At any time following the written request of Exercise Date (the “Permitted Request Date”), (i) Investor, at any time after the first annual anniversary a Holder or Holders owning 25% or more in interest of the Closing Date and prior to Registrable Securities (the third anniversary of Closing Date or (ii“Initiating Holders”) either Stockholder at any time after the third anniversary of the Closing Date, requesting may request that the Company effect file a Registration Statement providing for the registration resale of all Registrable Securities then held by the Initiating Holders by giving written notice (a “Demand Notice”) of such demand to the Company. The Demand Notice shall describe the number of Registrable Securities intended to be disposed of and the intended method of disposition. The Company shall then prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Registrable Securities included in the Demand Notice for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale such Registrable Securities on Form SB-2, in which case such registrations shall be on another appropriate form in accordance herewith and the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of all additional shares of Common Stock resulting from stock splits, stock dividends or part of similar transactions with respect to the particular requesting Stockholder's Registrable Securities. The Company shall (i) not permit any securities other than the "Requesting Stockholder's") Registrable Securities to be included in any such Registration Statement and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, (ii) use its reasonable best efforts to effect the registration cause any such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and to keep any such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities which may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided, however, that the Company may delay the filing of the registration statement for up pursuant to a single 90-day period if the Board determines that such filing should not be made due written opinion letter, addressed to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as ’s transfer agent to such effect (the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration“Effectiveness Period”). The Company shall give written notice to each Stockholder other than request that the Requesting Stockholder effective time of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to any such Registration Statement is 5:00 p.m. Eastern Time on the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholderseffective date."

Demand Registrations. A. Upon the written request of (i) Investor, at At any time after following the first annual anniversary of the Closing Date and prior to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third three year anniversary of the Closing Date, requesting Syntone will have the right to request registration of its Registrable Securities (which may, at Syntone’s request, be shelf registrations pursuant to Rule 415 promulgated under the Securities Act), which request or requests will specify the number of Registrable Securities intended to be transferred and the intended method of distribution of such Registrable Securities; provided, however, that the Company Syntone may not request registration of Registrable Securities having an aggregate gross offering price (not taking into account underwriters discounts and commissions) of less than $50,000,000. Upon receipt of such request, Outlook will use its commercially reasonable efforts to promptly effect the registration under the Securities Act of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so requested to be registered; provided, however, that Outlook will not be required to prepare and file (x) more than two registration statements nor (y) more than one registration statement within any twelve-month period, in each case, at the Company request of Syntone pursuant to this Section 7.7. Notwithstanding the foregoing, Outlook may delay the filing or effectiveness of any registration of Registrable Securities pursuant to this Section 7.7 or suspend the use of any registration statement (and Syntone hereby agrees not to offer or sell any Registrable Securities pursuant to such registration statement) for a period of not more than 90 days if at the time of such request (i) Outlook is engaged, or has fixed plans to engage within 90 days following receipt of such request, in a firm commitment underwritten public offering of Registrable Securities, (ii) if Outlook reasonably believes that there is or may be in existence material nonpublic information or events involving Outlook, the failure of which to be disclosed in the prospectus included in the registration statement could result in a Violation, (iii) all reports required to be filed by Outlook pursuant to the Exchange Act have not been filed by the required date (without regard to any extension), or (iv) if the consummation of any business combination by Outlook has occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation S-X promulgated by the SEC or any similar successor rule. If Outlook will exercise its right to delay the filing or effectiveness or suspend the use of a registration hereunder, the applicable time period during which the registration statement is to remain effective will be extended by a period of time equal to the duration of the suspension period. If so directed by Outlook, Syntone will (i) not offer to sell any Registrable Securities pursuant to the registration statement during the period in which the delay or suspension is in effect after receiving notice of such delay or suspension; and (ii) use its commercially reasonable efforts to deliver to Outlook (at Outlook’s expense) all copies, other than permanent file copies then in Outlook’s possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. Outlook will use its commercially reasonable efforts to maintain the continuous effectiveness of the registration statement for up until all such securities cease to a single 90-day be Registrable Securities or such shorter period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect upon which all of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include Registrable Securities included in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholdershave actually been sold."

Demand Registrations. A. Upon the written request of (i) Investor, at At any time after the first annual anniversary earlier of 180 days after the consummation of the Closing Date and prior to the third anniversary Merger, Holders of Closing Date or (ii) either Stockholder at any time after the third anniversary a majority of the Closing Date, requesting Registrable Securities then outstanding may provide a written request that the Company effect file a Registration Statement with the SEC with respect to all or a portion of the Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 of the Securities Act (“Rule 415”) thereunder if so requested and if the Company is then eligible to use such a registration) of all or part Registrable Securities that the Holders request to be registered. The Company shall not be required to effect more than two Demand Registrations on behalf of the particular requesting Stockholder's (Holders. Notwithstanding the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereofforegoing, the Company willshall not be obligated to take any action to effect any Demand Registration: within four months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to a transaction under SEC Rule 145 promulgated under the Securities Act), provided that the Company is actively employing in good faith all reasonable efforts to cause such Registration Statement to become effective; where the anticipated gross offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $1,000,000; if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf Registration Statement should be suspended) because: (i) such registration (or continued sales under a shelf Registration Statement) would materially and adversely interfere with any existing or potential material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries, or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a Registration Statement relating to a Demand Registration Request or suspend sales under an existing shelf Registration Statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists and (y) in case a Registration Statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a Registration Statement or suspend sales under a shelf Registration Statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any Registration Statement pursuant to Section 2.1(a)(iv), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Stock, other than pursuant to a Registration Statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any Registration Statement pursuant to Section 2.1(a)(iv), such Holder will discontinue its disposition of Registrable Securities pursuant to such Registration Statement and, if so directed by the Company, will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a Registration Statement filed pursuant to a Demand Registration (whether pursuant to Section 2.1(a)(iv) or as expeditiously as possiblea result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new Registration Statement covering the Registrable Securities covered by the withdrawn Registration Statement and such Registration Statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a Registration Statement, the Company shall, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register covered by the Requesting Stockholder so as to permit the disposition (withdrawn or postponed Registration Statement in accordance with Section 2.1 (unless the intended method thereof as aforesaid) of the Registrable Securities so to be registered; providedInitiating Holders shall have withdrawn such request, however, that the Company may delay the filing of the registration statement for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, case the Company shall only not be required considered to comply with two (2) requests by each Stockholder have effected an effective registration for demand registration. The Company the purposes of this Agreement), and such registration shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement not be withdrawn or postponed pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating StockholdersSection 2.1(a)(iv)."

Demand Registrations. A. Upon the written From time to time upon request of (i) Investorthe Stockholder, at any time after the first annual anniversary Company shall prepare and file with the SEC a Registration Statement covering the resale of the Closing Date and prior Registrable Securities for an offering to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Date, requesting that be made on a continuous basis pursuant to Rule 415. Unless the Company effect the registration is eligible to use Form S-3 (or a successor form) under the Securities Act of all or part of (which registrations are covered under Section 4.2(b) below), such Registration Statement shall be on Form SB-2 under the particular requesting Stockholder's Securities Act (unless the "Requesting Stockholder's") Company is not then eligible to register for resale the Registrable Securities and specifying on Form SB-2, in which case such registration shall be on another appropriate form). Any such Registration Statement shall list as Selling Stockholders such Holders as the intended method of disposition thereof, the Stockholder may request. The Company will, as expeditiously as possible, shall use its best efforts to effect the registration cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of (ia) the date that is twenty-four (24) months following the date on which such Registration Statement becomes effective and (b) until all Registrable Securities which have been sold or may be sold without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, as determined by counsel to the Company has been so requested pursuant to register by a written opinion letter to such effect, addressed and reasonably acceptable to Company’s transfer agent and the Requesting Stockholder so as to permit (the disposition (in accordance with “Effectiveness Period”). The Company shall promptly notify the intended method thereof as aforesaid) Stockholder via e-mail of the Registrable Securities so to be registered; provided, however, that effectiveness of such Registration Statement. Notwithstanding the Company may delay the filing of the registration statement for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holderforegoing, the Company shall only not be required to comply with effect registration pursuant to a request under this Section 4.2(a) more than two (2) requests by each Stockholder for demand registrationtimes during any twelve (12) month period. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file A registration will not count as a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred Section 4.2(a) unless and until the Registration Statement relating to herein as such registration has been declared effective by the "Participating StockholdersCommission."

Demand Registrations. A. (i) Upon the written request of (i) Investor, at any time after the first annual anniversary of the Closing Date and prior to the third anniversary of Closing Date or (ii) either Stockholder Investor or State Farm, at any time after the third anniversary of the Closing Date, requesting that the Company effect the registration under the Securities Act of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided, however, that the Company may delay the filing of the registration statement for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder of State Farm and Investor for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. The immediately preceding sentence shall not apply to the Aviv Registration or the March 31 Registration (as such terms are hereinafter defined). All of the Stockholders holders of Registrable Securities whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholders."

Demand Registrations. A. Upon (a) If, following the written request later of (i) InvestorJanuary 1, at any time after 2010 and the first annual anniversary of the Closing Date and prior to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Transfer Date, requesting that the Company effect the registration under the Securities Act of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereof, the Company willis unable to file, cause to be effective or maintain the effectiveness of a Shelf Registration Statement as expeditiously as possiblerequired under Section 5.1, use its best efforts the Holder shall have the right by delivering a written notice to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested (a “Demand Notice”) to require the Company to, pursuant to the terms of this Agreement, register by the Requesting Stockholder so as to permit the disposition (under and in accordance with the intended method thereof as aforesaid) provisions of the Securities Act the number of Registrable Securities so Beneficially Owned by the Holder and requested by such Demand Notice to be registeredso registered (a “Demand Registration”); provided, however, that (i) the Company may delay the filing number of the registration statement for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere Demand Registrations (together with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does Shelf Offerings) in any 12-month period shall not breach any of its obligations in respect of the demand registration exceed one and (other than a breach which would not adversely affect the Requesting Stockholder's rightsii) with respect to each holder, the Company shall only not be required to comply with two register the Registrable Securities requested by the Demand Notice unless the Holder has requested to offer at least the lesser of (2A) requests by each Stockholder for demand registration12.5 million Conversion Shares (inclusive of Conversion Shares underlying any principal amount of the Debentures requested to offer) or (B) Registrable Securities having a fair market value (based (i) in the case of any Conversion Shares included in the request, upon the closing price of the Conversion Shares quoted on the principal securities exchange on which such Conversion Shares are listed on the trading day immediately preceding the date upon which the Holder delivers a Demand Notice to the Company, and (ii) in the case of any principal amount of the Debentures included in the request, upon the value of the underlying Conversion Shares based upon the closing price of the Conversion Shares quoted on the principal securities exchange on which such Conversion Shares are listed on the trading day immediately preceding the date upon which the Holder delivers a Demand Notice to the Company) of $500 million in such Demand Registration. The Company Demand Notice shall give written notice to each Stockholder other than also specify the Requesting Stockholder expected method or methods of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All disposition of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholdersapplicable Registrable Securities."

Demand Registrations. A. Upon the written request of (ia) Investor, at At any time after the first annual initial public offering of the Company’ Common Stock pursuant to an effective registration statement under the Securities Act (the “IPO”), a Two-Thirds Interest may request that the Company register under the Securities Act the sale of all or any portion of the Registrable Securities held by such Two-Thirds Interest; provided that any registration statement related to such sale may not become effective prior to the six (6) month anniversary of the Closing Date effectiveness of the IPO. Upon receipt of such request, the Company shall promptly deliver notice of such request to all other holders of Registrable Securities, if any, who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. The Company shall state in the written notice whether the request for registration contemplates an underwritten public offering, and, in such event, the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and prior the inclusion of their Registrable Securities in the underwritten public offering on the terms for such offering as may be summarized in such notice, which terms will be no less favorable than the terms applicable to the third anniversary of Closing Date or (ii) either Stockholder at any time after Two-Thirds Interest. The Company will use its best efforts to expeditiously effect the third anniversary registration of the Closing Date, requesting that the Company effect the sale of all Registrable Securities whose holders request participation in such registration under the Securities Act of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") and to qualify such Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration for sale under the Securities Act securities laws of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registeredany State; provided, however, that the Company may delay the filing of the registration statement for up to a single 90-day period if the Board determines that such filing should shall not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two effect a registration pursuant to a request under this Section 2 more than three (23) requests times. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement filed by each Stockholder for demand registrationthe Company covering a firm commitment underwritten public offering. The Company shall give written notice to each Stockholder other than may postpone the Requesting Stockholder filing or the effectiveness of its intention to file a any registration statement pursuant to this paragraph at least 30 days prior Section 2 for a reasonable time period if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of material non-public information, and the Board of Directors determines in good faith that such disclosure would be detrimental to the Company and its stockholders, or (ii) the Board of Directors determines in good faith that there is a valid business purpose or reason for delaying filing thereofor effectiveness; provided that in no such case may such periods of postponement exceed an aggregate of ninety (90) days in any period of twelve (12) consecutive months. A registration will not count as a requested registration under this Section 2(a) until the registration statement relating to such registration has been declared effective by the Commission. Without limiting the generality of the foregoing, and if requested a Two-Thirds Interest shall request in writing by such other Stockholders within 30 days after receipt of such notice, that the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in withdraw a registration statement (whether that has been filed under this Section 2(a) but not yet been declared effective, such request shall not count as a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" requested registration under this Agreement are referred Section 2(a), unless such Two-Thirds Interest thereafter requests the Company to herein as reinstate such registration statement, if permitted under the "Participating StockholdersSecurities Act, or to file another registration statement, in accordance with the procedures set forth herein."

Demand Registrations. A. Upon the written request of (i) Investor, at At any time after following the first annual anniversary date on which the Investor takes possession of the Closing Date and prior any Registrable Securities pursuant to the third anniversary of Closing Date Loan Documents, one or (ii) either Stockholder at any time after the third anniversary of the Closing Date, requesting that the Company effect the more Holders may request registration under the Securities Act of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") such Registrable Securities and specifying the intended method on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or on Form S-3 or any similar short-form registration, if available (“Short-Form Registrations”). Within ten days after receipt of disposition thereofany such request, the Company willwill give written notice of such requested registration to all other Holders, if any, and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company’s notice. Only two registrations may be demanded pursuant to this section (each, a “Demand Registration”), and only one of which may be a Long-Form Registration. A registration shall not be treated as expeditiously as possiblea Demand Registration unless the holders of Registrable Securities are able to include, in accordance with the following provisions, at least 75% of the Registrable Securities requested to be included in such registration and until (i) the applicable registration statement under the Securities Act (the “Registration Statement”) has been filed with the Securities and Exchange Commission (the “SEC”) with respect to such Demand Registration and been declared effective and (ii) such Registration Statement shall have been maintained continuously effective for a period of at least 120 days or such shorter period when all Registrable Securities included therein have been sold thereunder in accordance with the manner of distribution set forth in such registration statement. The Company may postpone for up to six months the filing or the effectiveness (which may include the withdrawal of an effective registration statement) of a Registration Statement pursuant to this Section 2.1 if the Company’s board of directors reasonably determines in its good faith judgment that, because of the existence of any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition or financing activity (other than in the ordinary course of business) or the unavailability for reasons beyond the Company’s control of any required financial statements, or any other event or condition of similar significance to the Company, it would be materially disadvantageous to the Company for such a Registration Statement to be maintained effective, or to be filed and become effective. The Company may include in a Demand Registration any securities that are not Registrable Securities. If the holders of a majority of the Registrable Securities sought to be registered in a Demand Registration request that such Demand Registration be an underwritten offering, then the Company shall use its best efforts to effect acquire a nationally recognized underwriter or underwriters to manage and administer such offering, such underwriter or underwriters, as the registration under case may be, to be subject to the Securities Act reasonable approval of (i) holders of a majority of the Registrable Securities. If a Demand Registration is an underwritten offering and the managing underwriter determines and advises in writing that the inclusion of all the Registrable Securities which the Company has been so requested and other securities proposed to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided, however, that the Company may delay the filing of the registration statement for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in the underwritten public offering would interfere with the successful marketing of such Registrable Securities, then the number of such Registrable Securities that the managing underwriter believes in good faith may be sold in such underwritten public offering shall be allocated for inclusion in the Registration Statement in the following order of priority: (x) Registrable Securities being offered by the Holders, on a registration statement pro rata basis, based upon the number of Registrable Securities sought to be registered by each such Holder; and (whether a Requesting Stockholder or y) other Stockholder electing securities sought to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as be included in the "Participating Stockholders."Demand Registration. 2

Demand Registrations. A. If on any occasion one or more holders -------------------- of at least sixty percent (60%) of the outstanding principal amount of the Notes shall notify the Company in writing that it or they intend to offer or cause to be offered for public sale at least thirty percent (30%) of the Registrable Securities, the Company will so notify all holders of Registrable Securities, including all holders who have a right to acquire Registrable Securities. Upon the written request of any holder given within fifteen (i15) Investor, at any time days after the first annual anniversary of the Closing Date and prior to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Date, requesting that receipt by such holder from the Company effect the registration under the Securities Act of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying the intended method of disposition thereofsuch notification, the Company will, as expeditiously as possible, will use its best efforts to effect cause such of the registration Registrable Securities 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 as expeditiously as possible. The Company shall not be required to effect more than one registration during any twelve (12) month period pursuant to this Section 2.2 and two such registrations in the aggregate. If the Company determines to include shares to be sold by it or by other selling shareholders in any registration request pursuant to this Section 2.2, such registration shall be deemed to have been a "piggy back" registration under Section 2.1, and not a "demand" registration under this Section 2.2 if the holders of (i) the Registrable Securities which the Company has been so requested are unable to register by the Requesting Stockholder so as to permit the disposition include in any such registration statement eighty-five percent (in accordance with the intended method thereof as aforesaid85%) of the Registrable Securities so to be registered; provided, however, that the Company may delay the filing of the initially requested for inclusion in such registration statement for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registrationstatement. The Company shall give written notice not be required to each Stockholder other than the Requesting Stockholder of its intention to file effect a registration statement pursuant to this paragraph Section 2.2 unless the minimum market value of any offering and registration of Registrable Securities made pursuant thereto is at least 30 days prior to the filing thereof$1,000,000, before calculation of underwriting discounts and if requested in writing by such other Stockholders within 30 commissions. The holders of Registrable Securities may not exercise their rights under this Section 2.2 until 90 days after receipt the effectiveness of such notice, the Company will include in such any registration statement any shares of Common Stock held by covering the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating StockholdersInitial Public Offering."

Demand Registrations. A. Upon the written request of (iSubject to Section 7.5(d) Investorbelow, at any time after the first annual anniversary end of the Closing Date Lock-Up Period and prior so long as such Stockholder either (y) is subject to Rule 145(d)(1) in respect of the Search Common Stock acquired by such Stockholder pursuant to the third anniversary of Closing Date Merger, or (iiz) either Stockholder holds at any time after the third anniversary least 5% of the Closing Dateissued and outstanding shares of Search Common Stock, requesting that the Company effect Stockholders, as holders of the Registrable Securities may request one, but not more than one, registration under the Securities Act of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") their Registrable Securities and specifying on Form S-1 or any similar long-form registration ("Long-Form Registrations"), or, if Search is eligible for same, on Forms S-2 or S-3 or any similar short-form registration ("Short-Form Registrations"), for which Search will pay all registration expenses, provided that the intended method expected aggregate net cash proceeds to all sellers of disposition thereof, the Company will, as expeditiously as possible, use its best efforts Registrable Securities in any underwritten offering is not less than $5 million. The Stockholders (either jointly or severally)collectively will be entitled to effect the request only one (1) registration under this Section 7.5(a). A registration will not count as the Securities Act of (i) the Registrable Securities which the Company one permitted registration until it has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registeredbecome effective; provided, howeverthat if, that within 60 days after it has become effective, the Company may delay the filing offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration statement will be deemed not to have been effected. The registration under this Section 7.5(a) shall be, at the option of the Stockholders after consultation with Search, either (w) a shelf registration which Search agrees to keep effective for up a period of not less than ninety (90) days, or (x) an underwritten registration. Search shall have the right to a single 90-day period if select the Board determines that such filing should investment banker(s) and manager(s) to administer any underwritten offering, subject to the consent of the Stockholder whose shares are being registered thereunder, which consent shall not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registrationunreasonably withheld. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement requested pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participateSection 7.5(a) pursuant to any "demand" or "piggyback" registration under this Agreement are is referred to herein as the a "Participating StockholdersDemand Registration."" The Demand Registration will be a Short-Form Registration whenever Search is permitted to use any applicable short form.

Demand Registrations. A. Upon (a) Subject to the written request provisions of (i) InvestorSection 6.07, if, at any time following the expiration of the Lock-Up Period or, upon the Investor becoming entitled to make Transfers in accordance with Section 3.02(a)(iv), while there still remain Registrable Securities outstanding, the Company is no longer eligible to use a Shelf Registration Statement, then within forty-five (45) days after the first annual anniversary Investor’s written request to register the resale of the Closing Date and prior to the third anniversary a specified number of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Date, requesting that the Company effect the registration Registrable Securities under the Securities Act of all or part (which, upon the Investor becoming entitled to make Transfers in accordance with Section 3.02(a)(iv), shall not be in excess of the particular requesting Stockholder's (the "Requesting Stockholder's") number of Registrable Securities which would permit the Investor to fully satisfy the amount of aggregate Losses the Sellers are obligated to pay to the Buyer Indemnified Persons in excess of the Cash Purchase Price paid to the Sellers pursuant to the Purchase Agreement) (a “Demand Notice”), the Company will file a Registration Statement, on an appropriate form which the Company is then eligible to use, to register the resale of such Registrable Securities, which Registration Statement will (if specified in the Demand Notice) contemplate the ability of the Investor to effect an Underwritten Offering in accordance with Section 6.01(b) (each such registration, a “Demand Registration”); provided that the Investor shall not be entitled to request more than three (3) Demand Registrations; and specifying provided, further, that the Company shall not be obligated to effect any Demand Registration within one hundred and eighty (180) days after the effective date of any other Registration Statement. Each Demand Notice shall specify the number of Registrable Securities proposed to be offered for sale, the intended method of disposition thereofdistribution thereof and the estimated gross proceeds of such Demand Registration, the Company willwhich may not be less than $50.0 million, as expeditiously as possibleor, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) if less, all of the Registrable Securities so held by the Investor. Subject to Section 6.06, the Investor may change the number of Registrable Securities proposed to be registered; provided, however, that offered pursuant to any Demand Registration at any time prior to the Company may delay the filing of the registration statement for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) Registration Statement with respect to each holderthe Demand Registration being declared effective by the SEC, so long as such change would not reduce the estimated gross proceeds of the Demand Registration to less than $50.0 million. As soon as reasonably practicable after receiving such Demand Notice, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such noticeDemand Notice to all other holders of Common Stock who may have registration rights with respect to their Common Stock and, subject to Section 6.06, the Company will shall include in as part of such registration statement any Demand Registration all other shares of Common Stock held by with respect to which the other Stockholders and requested to be so included. All Company has received written requests (which requests shall specify the aggregate number of the Stockholders whose shares of Common Stock will requested to be included in a registration statement registered) for inclusion therein within five (whether a Requesting Stockholder or other Stockholder electing to participate5) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as Business Days after receipt of the "Participating StockholdersCompany’s notice by such holders."

Demand Registrations. A. Upon (a) At any time following the written request of date on which all Conversion Shares have been registered for resale pursuant to Section 2 hereof (the “Permitted Request Date”), (i) Investor, at any time after the first annual anniversary a Holder or Holders owning 25% or more in interest of the Closing Date Registrable Securities (other than the Conversion Shares) (the “Initiating Holders”) may request that the Company file a Registration Statement providing for the resale of all Registrable Securities then held by the Initiating Holders by giving written notice (a “Demand Notice”) of such demand to the Company. The Demand Notice shall describe the number of Registrable Securities intended to be disposed of and the intended method of disposition. The Company shall then prepare and file with the Commission on or prior to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Additional Filing Date, requesting that a “resale” Registration Statement providing for the resale of all Registrable Securities included in the Demand Notice for an offering to be made on a continuous basis pursuant to Rule 415. Any such Registration Statements shall be on Form SB-2 (except if the Company effect is not then eligible to register for resale such Registrable Securities on Form SB-2, in which case such registrations shall be on another appropriate form in accordance herewith and the registration Securities Act and the rules promulgated thereunder). Each such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of all additional shares of Common Stock resulting from stock splits, stock dividends or part of similar transactions with respect to the particular requesting Stockholder's Registrable Securities. The Company shall (i) not permit any securities other than the "Requesting Stockholder's") Registrable Securities to be included in any such Registration Statement and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, (ii) use its reasonable best efforts to effect the registration cause any such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and to keep any such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (ix) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities which may be sold without any restriction pursuant to Rule 144(k) as determined by the counsel to the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided, however, that the Company may delay the filing of the registration statement for up pursuant to a single 90-day period if the Board determines that such filing should not be made due written opinion letter, addressed to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as ’s transfer agent to such effect (the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration“Effectiveness Period”). The Company shall give written notice to each Stockholder other than request that the Requesting Stockholder effective time of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to any such Registration Statement is 5:00 p.m. Eastern Time on the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so includedeffective date. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholders."202

Demand Registrations. A. Upon (a) Subject to the written request provisions of (i) InvestorSection 6.07, if, at any time following the expiration of the Lock‑Up Period or, upon the Investor becoming entitled to make Transfers in accordance with Section 3.02(a)(iv), while there still remain Registrable Securities outstanding, the Company is no longer eligible to use a Shelf Registration Statement, then within forty‑five (45) days after the first annual anniversary Investor’s written request to register the resale of the Closing Date and prior to the third anniversary a specified number of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Date, requesting that the Company effect the registration Registrable Securities under the Securities Act of all or part (which, upon the Investor becoming entitled to make Transfers in accordance with Section 3.02(a)(iv), shall not be in excess of the particular requesting Stockholder's (the "Requesting Stockholder's") number of Registrable Securities which would permit the Investor to fully satisfy the amount of aggregate Losses the Sellers are obligated to pay to the Buyer Indemnified Persons in excess of the Cash Purchase Price paid to the Sellers pursuant to the Purchase Agreement) (a “Demand Notice”), the Company will file a Registration Statement, on an appropriate form which the Company is then eligible to use, to register the resale of such Registrable Securities, which Registration Statement will (if specified in the Demand Notice) contemplate the ability of the Investor to effect an Underwritten Offering in accordance with Section 6.01(b) (each such registration, a “Demand Registration”); provided that the Investor shall not be entitled to request more than three (3) Demand Registrations; and specifying provided, further, that the Company shall not be obligated to effect any Demand Registration within one hundred and eighty (180) days after the effective date of any other Registration Statement. Each Demand Notice shall specify the number of Registrable Securities proposed to be offered for sale, the intended method of disposition thereofdistribution thereof and the estimated gross proceeds of such Demand Registration, the Company willwhich may not be less than $50.0 million, as expeditiously as possibleor, use its best efforts to effect the registration under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) if less, all of the Registrable Securities so held by the Investor. Subject to Section 6.06, the Investor may change the number of Registrable Securities proposed to be registered; provided, however, that offered pursuant to any Demand Registration at any time prior to the Company may delay the filing of the registration statement for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) Registration Statement with respect to each holderthe Demand Registration being declared effective by the SEC, so long as such change would not reduce the estimated gross proceeds of the Demand Registration to less than $50.0 million. As soon as reasonably practicable after receiving such Demand Notice, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such noticeDemand Notice to all other holders of Common Stock who may have registration rights with respect to their Common Stock and, subject to Section 6.06, the Company will shall include in as part of such registration statement any Demand Registration all other shares of Common Stock held by with respect to which the other Stockholders and requested to be so included. All Company has received written requests (which requests shall specify the aggregate number of the Stockholders whose shares of Common Stock will requested to be included in a registration statement registered) for inclusion therein within five (whether a Requesting Stockholder or other Stockholder electing to participate5) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as Business Days after receipt of the "Participating StockholdersCompany’s notice by such holders."

Demand Registrations. A. Upon Beginning on the date that is six months after the closing of a Qualified IPO, the Company, upon written request of (i) Investorfrom the Required New Series A Investors, at any time after the first annual anniversary on behalf of the Closing Date New Series A Investors and prior their Affiliates, as applicable, shall use commercially reasonable efforts to the third anniversary of Closing Date or (ii) either Stockholder at any time after the third anniversary of the Closing Date, requesting that the Company effect the registration register under the Securities Act of all or part the Registrable Securities beneficially held by the New Series A Investors, as applicable (including, at the election of the particular requesting Stockholder's Required New Series A Investors, in an underwritten offering) and bear all expenses in connection with such offering pursuant to Section 3.1.4 below and shall enter into such other agreements in furtherance thereof (each such registration pursuant to this Section 3.1.2, a “Demand Registration”). The Required New Series A Investors, on behalf of the "Requesting Stockholder's"New Series A Investors and their Affiliates, as applicable, shall have the right to request three (3) Registrable Securities and specifying Demand Registrations pursuant to this Section 3.1.2. Upon the intended method receipt of disposition thereofany such request, the Company will, as expeditiously as possible, shall use its best commercially reasonable efforts to effect cause a registration statement (a “Demand Registration Statement”) to be filed with, and to be declared effective by, the registration under the Securities Act of (i) the SEC for all Registrable Securities which that the Company has been so requested to register by as soon as practicable thereafter. The Company agrees to use commercially reasonable efforts to keep the Requesting Stockholder so as to permit Demand Registration Statement continuously effective until the disposition earliest of (in accordance with a) the intended method thereof as aforesaiddate on which the New Series A Investors and their Affiliates no longer hold any Registrable Securities registered under the Demand Registration Statement, (b) of the date on which the Registrable Securities so may be sold by the New Series A Investors and their Affiliates pursuant to be registered; provided, however, Rule 144 (with such sale not being limited by either the timing or volume restrictions thereunder) or (c) the date that is 30 days from the Company may delay effective date of such Demand Registration Statement (or the filing date that is 6 months from the effective date of such Demand Registration Statement if such Demand Registration Statement is a shelf registration statement filed on an appropriate form under the Securities Act). A registration shall not count as a Demand Registration unless and until the registration statement for up to a single 90-day period if the Board determines that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two (2) requests by each Stockholder for demand registration. The Company shall give written notice to each Stockholder other than the Requesting Stockholder of its intention to file a registration statement pursuant to this paragraph at least 30 days prior to the filing thereof, and if requested in writing by such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held relating thereto has been declared effective by the other Stockholders SEC and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholdershas not been withdrawn."

Demand Registrations. A. Upon (a) At any time after the written request earlier of (i) Investor, at any time after the first annual second anniversary of the Closing Date and prior to the third anniversary of Closing Date date hereof or (ii) either Stockholder at any time the date that is one hundred and eighty (180) days after the third anniversary closing of a firm commitment underwriting of any of the Closing DateCompany's securities, requesting that a Majority Interest of the Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities in the manner specified in such request, provided that in the case of a request pursuant to clause (ii) such registration may not become effective prior to the date which is six months after the effective date of the Company's initial registration statement. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons 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 their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its reasonable best efforts to expeditiously effect the registration of all Registrable Securities whose holders request participation in such registration under the Securities Act of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") and to qualify such Registrable Securities and specifying the intended method of disposition thereof, the Company will, as expeditiously as possible, use its best efforts to effect the registration for sale under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registeredany state blue sky law; provided, however, that the Company may delay the filing of the registration statement for up to a single 90-day period if the Board determines that such filing should shall not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving the Company. So long as the Company does not breach any of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holder, the Company shall only be required to comply with two effect registration -------- ------- pursuant to a request under this Section 2 more than three (23) requests times for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within one hundred and eighty (180) days after the effective date of a registration statement filed by each Stockholder for demand registrationthe Company covering a Qualified Public Offering. The Company shall give written notice to each Stockholder other than may postpone the Requesting Stockholder filing or the effectiveness of its intention to file a any registration statement pursuant to this paragraph at least 30 Section 2 for a reasonable time period, provided that such postponements shall not exceed ninety (90) days prior to in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing thereofor effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and if requested in writing by such other Stockholders within 30 days after receipt the Board of such notice, Directors of the Company determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors of the Company determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness. A registration will include in not count as a requested registration under this Section 2(a) until the registration statement relating to such registration statement any shares of Common Stock held has been declared effective by the other Stockholders and requested to be so included. All Commission at the request of the Stockholders whose shares initiating holders; provided, -------- however, that if a majority in interest of Common Stock will be included the participating holders of ------- Registrable Securities shall request, in writing, that the Company withdraw a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration which has been filed under this Agreement are referred Section 2(a) but not yet been declared effective, a majority in interest of such holders may thereafter request the Company to herein as reinstate such Registration Statement, if permitted under the "Participating StockholdersSecurities Act, or to file another registration statement, in accordance with the procedures set forth herein."

Demand Registrations. A. Upon the written request of (i) Investor, at At any time after the first annual anniversary earlier of the Closing Date and prior to the third anniversary of Closing Date or (iix) either Stockholder at any time after the third anniversary of the Closing Date, requesting that Date or (y) six (6) months after the consummation by the Company effect the of an initial public offering of its common stock pursuant to an effective registration statement under the Securities Act Act, any Holder or Holders of all or part of the particular requesting Stockholder's (the "Requesting Stockholder's") Registrable Securities and specifying shall have the intended method of disposition thereofright to elect, by giving written notice thereof to the Company, to require the Company will, as expeditiously as possible, to use its reasonable best efforts to effect the registration register all or a portion of its Registrable Securities under the Securities Act of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholder so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registeredAct; provided, however, that the Company may delay shall be obligated to register the filing Registrable Securities upon such election only if the Registrable Securities to be registered are of a class of securities registered under the Exchange Act and, in the aggregate, constitute 20% or more of the registration statement for up to a single 90then-day period if the Board determines outstanding Registrable Securities; provided, further, that such filing should not be made due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization, or merger involving rights will expire on the Company. So long as fifth anniversary of the date on which the Company does not breach any successfully consummates an initial public offering of its obligations in respect of the demand registration (other than a breach which would not adversely affect the Requesting Stockholder's rights) with respect to each holderCommon Stock. Promptly following such election, the Company shall only (1) give notice to each other Holder of Registrable Securities of such election, which notice shall set forth the identity of the electing Holders, and (2) use its reasonable best efforts to cause to be declared or become effective under the Securities Act a registration statement providing for the registration of, and the sale in accordance with the intended method or methods of distribution thereof by the electing Holders of, the Registrable Securities elected to be included therein by the Holder. The Company shall be required to comply with cause to become effective pursuant to this Section 2(a) no more than two registration statements in the aggregate unless the Company is eligible to register the Registrable Securities on Form S-3 under the Securities Act, in which case the Holders shall have the unlimited right to require registrations on Form S-3; provided, however, that the Company shall not be obligated to effect any such registration on Form S-3 if the Company has within the twelve (12) month period preceding the date of such request for registration already effected two (2) requests by each Stockholder for demand registrationregistrations on Form S-3 (or applicable successor form) at the request of Holders. The Notwithstanding the foregoing, the Company shall give written notice not be obligated to each Stockholder other register Registrable Securities upon any election pursuant to this Section 2(a)(i) if fewer than 180 days have elapsed after the Requesting Stockholder effective date of its intention to file a registration statement registering newly issued or treasury shares of the Company's common stock for purposes of a primary offering (as defined in Section 2(b)(i) hereof) on a firm commitment underwritten basis, but only if and to the extent that (x) the underwriting agreement entered into in connection with any such offering expressly prohibited registration of Registrable Securities upon such election and (y) no period referred to in this sentence, and no postponement referred to in Section 2(a)(ii) hereof, was in effect during the 12 months immediately preceding the commencement of such 180 day period, unless any Holders having made elections during the previous period or postponement, as the case may be, shall have had the opportunity to register their Registrable Securities pursuant to this paragraph at least 30 days an effective registration statement prior to the filing thereof, and if requested in writing by current such other Stockholders within 30 days after receipt of such notice, the Company will include in such registration statement any shares of Common Stock held by the other Stockholders and requested to be so included. All of the Stockholders whose shares of Common Stock will be included in a registration statement (whether a Requesting Stockholder or other Stockholder electing to participate) pursuant to any "demand" or "piggyback" registration under this Agreement are referred to herein as the "Participating Stockholdersperiod."