Common use of Demand Right Clause in Contracts

Demand Right. At or after the Effectiveness Date, if there is no currently effective Shelf Registration Statement on file with the SEC, then except as provided in Section 2.02(a), one or more Holders (the “Demand Holders”) may, subject to Section 2.05(b), make a written request (a “Demand Notice”) to the Company for Registration of all or part of the Registrable Securities held by such Demand Holders, provided that such number of Registrable Securities is at least equal to the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Company shall not be obligated to file (but shall be obligated to prepare) such Demand Registration Statement prior to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such Demand Registration Statement to become effective under the Securities Act. There shall be no limit on the number of Demand Notices that Holders may be permitted to issue pursuant to this Section 2.01(a).

Demand Right. At Upon the written request of one or after the Effectiveness Date, if there is no currently effective Shelf more Investors holding 32,000 (A) Units or (B) Registrable Shares (or such lesser number of Units or Registrable Shares as shall constitute all Units and Registrable Shares owned by an Investor). Camden shall file a Registration Statement on file with an appropriate form under the SEC, then except as provided in Section 2.02(a), one or more Holders Act for all of the Registrable Shares requested to be registered. Camden shall (the “Demand Holders”) may, subject to Section 2.05(b), make a written request (a “Demand Notice”1(g) to the Company for hereof) file any Registration of all or part of the Registrable Securities held Statement required by such Demand Holders, provided that such number of Registrable Securities is at least equal to the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) this paragraph with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to within 30 days of receipt of the Effectiveness Date, the Company shall not be obligated to file (but shall be obligated to prepare) such Demand Registration Statement prior to the Effectiveness Date), requisite Investor request and (y) shall use commercially its reasonable efforts to cause such Demand Registration Statement to become be declared effective by the SEC as soon as practicable thereafter. Camden shall (subject to Section 1(g) hereof) use its reasonable efforts to keep each such Registration Statement effective until the earlier of (i) the date that is nine (9) months after the date of effectiveness of the Registration Statement (plus the number of days, if any, during which Investors were not permitted to make offers or sales under the Registration Statement by reason of Section 1(g)), or (ii) the later of (A) the date on which such Investor has redeemed all of its Units, if it receives Registrable Shares that are registered under the Securities ActAct upon such redemption, (B) the date on which such Investor has redeemed all of its Units and consummated the sale of any Registrable Shares received upon such redemption, if it receives Registrable Shares that are not registered under the Securities Act or (C) in connection with Registrable Shares received in the Merger, the date on which such Investor has consummated the sale of such Registrable Shares to a person or entity that is not an affiliate of Camden. There An Investor shall be no limit on the number of Demand Notices that Holders may be permitted entitled to issue make or join in a demand pursuant to this Section 2.01(a)1(b)(i) a maximum of two (2) times; provided, that any such demand shall be for the lesser of (i) Units or Camden Shares with a value of at least $500,000 or (ii) all of the Units or Camden Shares owned by such Investor; provided further that if no Registration Statement is declared effective with respect to a demand which an Investor has made or joined in, or if such Registration Statement covers Units and Camden Shares with a value of at least $2,000,000, that demand shall not be counted for purposes of this limit.

Demand Right. At or Commencing on the date that is six (6) months after the Effectiveness Date, if there is no currently effective Shelf Registration Statement date on file with which the SEC, then except as provided in Section 2.02(aCompany becomes a Reporting Company and continuing for fifty-four (54) months thereafter (or until the earlier termination of the Holders’ rights under this Agreement), one or more the Holders as a group representing at least 50% of the Registrable Securities (a “Requesting Group”) shall have a separate one-time right, by written notice to the Company, signed by such Holders (the “Demand HoldersNotice”) may, subject to Section 2.05(b), make a written to request (a “Demand Notice”) to the Company to register for Registration of resale all or part Registrable Securities included by the Requesting Group in the Demand Notice under and in accordance with the provisions of the Registrable Securities held Act by such Demand Holders, provided that such number of Registrable Securities is at least equal to filing with the Registrable Amount. Such registration shall be (i) on Form F-1 (Commission a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if Registration Statement covering the Company qualifies to use such short form for the Registration resale of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided). For clarity, the demand registration right of the Holders of the Registrable Securities hereunder is separate from the demand registration right with respect to any Shares sold under the Securities Purchase Agreement. A copy of the Demand Notice also shall be provided by the Requesting Group to each of the other Holders, the failure of which, however, that shall not in any way affect the rights of the Requesting Group pursuant to this Section 2(a). The Demand Registration Statement required hereunder shall be on any form of registration statement then available for the registration of the Registrable Securities. The Company will use its commercially reasonable efforts to file the Demand Registration Statement within 45 days of the receipt of the Demand Notice, provided if a the Demand Notice is delivered given within the 45 days after the prior to the Effectiveness Datefiscal year end, then the Company shall not be obligated will use its reasonably commercial efforts to file (but shall be obligated to prepare) such the Demand Registration Statement prior to within 120 days of the Effectiveness Date), and (y) fiscal year end of the Company. The Company shall use its commercially reasonable efforts to cause such the Demand Registration Statement to become be declared effective under the Securities Act. There Act as promptly as possible after the filing thereof and shall be no limit on keep the number Demand Registration Statement continuously effective under the Securities Act until the earlier of Demand Notices that Holders may be permitted to issue (i) the date when all Registrable Securities have been sold pursuant to this Section 2.01(a)the Demand Registration Statement or an exemption from the registration requirements of the Securities Act; (ii) the date that the Holders can sell all of their Registrable Securities, pursuant to Rule 144; and (iii) one (1) years from the effective date of the Registration Statement.

Demand Right. At If the Company shall receive from Initiating Holders (as defined in Section 10) at any time or times a written request that the Company effect any registration with respect to Registrable Securities (the "Demand Request"), in an offering to be firmly underwritten by underwriter(s) selected by the Initiating Holders (which underwriter(s) shall be reasonably acceptable to the Company) the Company shall: (i) promptly give written notice of the proposed registration to all other holders of Registrable Securities ("Notice of Demand Request"); and (ii) as soon as practicable, use its best efforts to file a registration statement covering the Registrable Securities so requested to be registered and to effect such registration including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act of 1933 (the "Securities Act") and as would permit or facilitate the sale and distribution of all of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holders of Registrable Securities joining in such request as are specified in a written request received by the Company within twenty (20) days after the Effectiveness Datedate of the Notice of Demand Request. The Company shall only be required to effect, if there is no currently pursuant to this Section 1, four (4) registrations of Registrable Securities. A requested registration shall not count for these purposes unless (A) such registration statement has been declared effective Shelf and an offering closed in which at least 90% of the Registrable Securities requested to be included in such registration by the Initiating Holders shall have been sold or (B) the registration has been withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Statement on file with Expenses pursuant to Section 4 hereof in circumstances in which they were required to bear such expenses. The registration statement filed pursuant to the SEC, then except as provided in Section 2.02(a), one or more request of the Initiating Holders (the “Demand Holders”) may, subject to Section 2.05(b)the provisions of Sections 1(b) and (7) hereof and the prior written consent of the Initiating Holders, make a written request (a “Demand Notice”) include other securities of the Company, with respect to which registration rights have been granted, and may include securities of the Company being sold for Registration the account of the Company, provided that all or part of the Registrable Securities held by such Demand Holders, provided that such number of Registrable Securities is at least equal to for which the Registrable Amount. Such Initiating Holders have requested registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use covered by such short form for the Registration of such Registrable Securities on behalf of such Holders (registration statement before any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Company shall not be obligated to file (but shall be obligated to prepare) such Demand Registration Statement prior to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such Demand Registration Statement to become effective under the Securities Act. There shall be no limit on the number of Demand Notices that Holders may be permitted to issue pursuant to this Section 2.01(a)other securities are included.

Demand Right. At or after The Holders of at least a majority of the Effectiveness Registrable Securities then outstanding have the right to make up to two (2) separate demands for the Company to file an S-1 Registration Statement having an anticipated aggregate offering price, net of Selling Expenses (as defined below), of at least $10 million under the terms of this Agreement. In addition to the above demand rights, at any time the Company is eligible to use a Form S-3 Registration Statement, the Holders of at least a majority of the Registrable Securities then outstanding will have also the right to make up to an additional two (2) demands within any twelve (12) month period for the Company to file an S-3 Registration Statement having an anticipated aggregate offering price, net of Selling Expenses, of at least $10 million under the terms of this Agreement. Commencing on the Initial Rights Date, if there is no currently effective Shelf Registration Statement on file with the SECaforementioned groups of Holders of at least a majority of the Registrable Securities then outstanding (a “Requesting Group”) shall have the right, then except as provided in Section 2.02(a)by written notice to the Company, one or more signed by such Holders (the “Demand HoldersNotice”), to request the Company to register for resale all the Registrable Securities included by the Requesting Group in the Demand Notice (the “Demand Shares”) may, subject to Section 2.05(b), make under and in accordance with the provisions of the Securities Act by filing with the Commission a written request Registration Statement covering the resale of the Demand Shares (a the “Demand NoticeRegistration Statement”) to ). A copy of the Demand Notice also shall be provided by the Company for Registration to each of all or the other Holders who will have fifteen (15) days to notify the Company in writing to include their Registrable Securities as part of the Registrable Securities held by such Demand HoldersShares, provided that such number the failure of Registrable Securities is at least equal which, however, shall not in any way affect the rights of the Requesting Group pursuant to this Subsection 2.1. The Company will use its commercially reasonable efforts to file the Registrable Amount. Such registration shall be Demand Registration Statement within forty-five (i45) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if days of the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities receipt of the Demand Holders to be registeredNotice, provided if the intended methods Demand Notice is given within the forty-five (45) days after the end of disposition thereof and the identity a fiscal year of the Demand Holder(s). Subject to Section 2.05(b)Company, after delivery of such Demand Notice, then the Company (x) shall will use its reasonably commercial efforts to file promptly (and, in any event, the Demand Registration Statement within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the fiscal year end. The Company shall not be obligated to file (but shall be obligated to prepare) such Demand Registration Statement prior to the Effectiveness Date), and (y) shall use its commercially reasonable efforts to cause such the Demand Registration Statement to become be declared effective under the Securities ActAct as promptly as practicable after the filing thereof and to keep the Demand Registration Statement continuously effective under the Securities Act during the Effectiveness Period. There A demand for registration under this Subsection 2.1 shall not be no limit on deemed made for purposes of this Subsection 2.1 until such time as the number of Demand Notices that applicable Registration Statement has been declared effective by the Commission, unless the Requesting Group withdraw their request for such registration and elect not to pay the registration expenses therefor, in which case the Holders may be permitted will forfeit their right to issue one demand Registration Statement pursuant to this Section 2.01(a)Subsection 2.1.

Demand Right. At or after If at the Effectiveness Datetime an Incentive Payment is made to Seller, if there is no currently effective Shelf Registration Statement on Seller and/or any of the Members are (i) deemed an "affiliate" as defined under Rule 144 of the Securities Act and (ii) subject to the volume limitations set forth in Rule 144(e) (a "Triggering Event"), Seller may require that Hypercom prepare and file with the SEC, then except as provided in Section 2.02(a), one or more Holders SEC a registration statement (the “Demand Holders”"Resale Registration Statement") may, subject with respect to Section 2.05(b), make a written request (a “Demand Notice”) to the Company for Registration of all or part some of the Registrable Securities held by such Demand Holdersand the shares of Hypercom Common Stock issued to Seller on an Incentive Payment Date (collectively, provided that such number of Registrable Securities is at least equal to the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”"Acquisition Shares"). Each Demand Notice shall specify Hypercom will use its best efforts to effect the aggregate amount of Registrable registration under the Securities of Act by performing the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company following: (xa) shall file promptly (and, in any event, within (i) Within ninety (90) days following a Triggering Event (or 180 days if Hypercom is in the case process of or contemplating filing a request registration statement for a Long-Form public offering and does so within 60 days of the Triggering Event), Hypercom will diligently prepare and file with the SEC a Resale Registration Statement and use all reasonable efforts to cause such registration statement to become and remain effective until the earlier of (i) two years after effectiveness of the Resale Registration Statement or (ii) thirty until Seller and the Members are free to resell the Acquisition Shares pursuant to Rule 144(k). (30b) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) Hypercom will as expeditiously as possible prepare and file with the SEC a such amendments and supplements to the Resale Registration Statement relating and the prospectus used in connection therewith as may be necessary to update and keep such Demand Registration registration statement 37 45 effective and to comply with the provisions of the Securities Act with respect to the sale of all securities covered by such registration statement. (a “Demand c) Hypercom will notify Seller upon discovery that the prospectus included in the Resale Registration Statement”, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of Seller promptly (with due regard to the event giving rise to the need for an amendment or supplement) prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that such prospectus will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided that, after such notification and until such supplement or amendment has been so delivered, Seller will not deliver or otherwise use the original prospectus. (d) Hypercom will cause to be furnished to Seller a conformed copy of the Resale Registration Statement and of each amendment and supplement thereto (in each case including all exhibits) and such number of copies of the preliminary and final prospectuses and any other prospectus filed under Rule 424 as Seller may reasonably request in order to facilitate the sale of the Acquisition Shares. Seller will comply with all prospectus delivery requirements under the Securities Act. It will be a condition to Hypercom's obligations to effect registration of the Acquisition Shares that Seller provide Hypercom with all material facts including, without limitation, furnishing such certificates, questionnaires, and legal opinions as may be required by Hypercom concerning the Acquisition Shares to be registered which are reasonably required to be stated in the Resale Registration Statement or in the prospectus or are otherwise required in connection with the offering. (e) Hypercom will as expeditiously as possible use its commercially reasonable efforts to register qualify the Registrable Securities covered by the Resale Registration Statement under the securities or Blue Sky laws of such state as the Seller shall reasonably request, and do any and all other acts and things that may be necessary or desirable to enable the Seller to consummate the public sale or other disposition in such states of the Registrable Securities owned by the Seller; provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Company Hypercom shall not be obligated required in connection with this Section 9.2 to file qualify as a foreign corporation, subject itself to taxation, or execute a general consent to service of process in any jurisdiction. (but shall f) Hypercom will cause all such Registrable Securities to be obligated to preparelisted on The New York Stock Exchange or other exchange or trading system on which its Common Stock regularly trades. (g) In the event of an underwritten public offering, Hypercom will enter into and perform its obligations under an underwriting agreement in customary form with the managing underwriter of such Demand Registration Statement prior offering. (h) If Hypercom has delivered preliminary or final prospectuses to the Effectiveness Date), Seller and (y) shall use commercially reasonable efforts after having done so the prospectus is amended to cause such Demand Registration Statement to become effective under comply with the Securities Act. There shall be no limit on the number requirements of Demand Notices that Holders may be permitted to issue pursuant to this Section 2.01(a).the

Demand Right. At or For so long as (a) the Loans hereunder remain outstanding and (b) the Initial Lender continues to hold Loans equal to at least 25% of the then-outstanding principal amount of Loans under this Agreement (such Initial Lender for so long as it retains such interest in the Loans, a “Remaining Initial Lender”), the Remaining Initial Lender (but not any other Lender) shall, from after the Effectiveness twenty-four (24) month anniversary of the Effective Date, if there have the right to submit a written notice to the Borrower and Agent (such notice, a “Sale Notice” and such date the Sale Notice is no currently effective Shelf Registration Statement submitted, the “Sale Notice Submission Date”) to cause the Borrower or Senior Borrower to diligently pursue the sale of the Borrower or Senior Borrower to a third party (such sale, a “Sale”); provided that (i) any Sale shall be for Fair Market Value, (ii) the Sale shall result in proceeds in the form of cash or Cash Equivalent Investments sufficient to pay the entirety of the then-outstanding balance of the Senior Credit Agreement and (iii) the Sale shall result in proceeds in the form of cash or Cash Equivalent Investments sufficient to pay the entirety of the then-outstanding balance of this Agreement. If a Sale is not consummated on file with or prior to (A) the SEC, then except six (6) month anniversary of the Sale Notice Submission Date (as provided such date may be extended as described in Section 2.02(athe proviso below), the Remaining Initial Lender may, at any time thereafter and in its sole discretion, upon fifteen (15) Business Days prior written notice to the Borrower, appoint one member to the board of managers (or more Holders equivalent governing body) of Parent (such board of managers (or equivalent governing body), the “Demand HoldersBoard”) and (B) the twelve (12) month anniversary of the Sale Notice Submission Date (as such date may be extended as described in the proviso below), the Remaining Initial Lender may, subject at any time thereafter and in its sole discretion, upon fifteen (15) Business Days prior written notice to Section 2.05(bthe Borrower establish a committee of the Board that is controlled by the Remaining Initial Lender and has authority to govern the process, and all related matters, with respect to the Sale (provided that, for the avoidance of doubt, such Sale must satisfy the criteria set forth in clauses (i), make (ii) and (iii) in the proviso above) (any such Sale contemplated by this clause (B), a written request “Lender Controlled Sale”); provided that, if the Borrower or Senior Borrower shall have entered into a definitive agreement in respect of a Sale that satisfies the criteria set forth in clauses (i), (ii) and (iii) in the proviso above (a “Demand NoticeSale Agreement”) on or prior to the Company for Registration of all or part either of the Registrable Securities held by such Demand Holders, provided that such number of Registrable Securities is at least equal to the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, dates referenced in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Company shall not be obligated to file (but shall be obligated to prepare) such Demand Registration Statement prior to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such Demand Registration Statement to become effective under the Securities Act. There shall be no limit on the number of Demand Notices that Holders may be permitted to issue pursuant to this Section 2.01(a).the

Demand Right. At or Commencing on the date that is one hundred eighty (180) days after the Effectiveness DateCompany becomes a Reporting Company, if there is no currently effective Shelf Registration Statement on file the Holders, together with the SECInvestors, then except as provided in Section 2.02(aa group representing at least 50% of the Registrable Securities, including the Registrable Securities of the Investors (a “Requesting Group”), one or more shall have a separate one-time right, by written notice to the Company, signed by such Holders (the “Demand HoldersNotice”), to request the Company to register for resale all Registrable Securities included by the Requesting Group in the Demand Notice (the “Demand Shares”) may, subject to Section 2.05(b), make under and in accordance with the provisions of the Securities Act by filing with the Commission a written request Registration Statement covering the resale of such Demand Shares (a the “Demand NoticeRegistration Statement”) to ). A copy of the Demand Notice also shall be provided by the Company for Registration to each of all or the other Holders who will have fifteen (15) days to notify the Company in writing to include their Registrable Securities as part of the Registrable Securities held by such Demand HoldersShares, provided that such number the failure of Registrable Securities is at least equal which, however, shall not in any way affect the rights of the Requesting Group pursuant to this Section 2(a). The Demand Registration Statement required hereunder shall be on any form of registration statement then available for the registration of the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if Securities, as selected by the Company qualifies in accordance with applicable law and regulation. The Company will use its commercially reasonable efforts to use such short form for file the Demand Registration Statement within forty-five (45) days of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities receipt of the Demand Holders to be registeredNotice, the intended methods of disposition thereof and the identity of provided if the Demand Holder(s). Subject to Section 2.05(b)Notice is given within the forty-five (45) days after the prior fiscal year end, after delivery of such Demand Notice, then the Company (x) shall will use its reasonably commercial efforts to file promptly (and, in any event, the Demand Registration Statement within (i) ninety (90) days in of the case fiscal year end of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Company. The Company shall not be obligated to file (but shall be obligated to prepare) such Demand Registration Statement prior to the Effectiveness Date), and (y) shall use its commercially reasonable efforts to cause such the Demand Registration Statement to become be declared effective under the Securities ActAct as promptly as practicable after the filing thereof and to keep the Demand Registration Statement continuously effective under the Securities Act during the Effectiveness Period. There Notwithstanding anything in this Section 2 to the contrary, and for the avoidance of doubt, the demand registration right of the Holders of Registrable Securities under this Agreement is tied to and shall be no limit on exercised in conjunction with the number demand registration right in favor of Demand Notices that Holders may be permitted to issue the Investors pursuant to this Section 2.01(a)the Investor Registration Agreement, and is not distinct, separate or separable therefrom.

Demand Right. At or after the Effectiveness Date, if there is no currently effective Shelf Registration Statement on file with the SEC, then except as provided in Section 2.02(a), one or more Holders (the “Demand Holders”) may, subject to Section 2.05(b), Investors may make a written request (a “Demand Notice”) to for ------------ registration under the Company for Registration Securities Act of all or part of its or their Registrable Shares (a "Demand Registration"); provided, however, that (i) the Company shall not be obligated to effect more than one Demand Registration for Investors other than Prudential in any twelve month period and with respect to Prudential more than one Demand Registration in any twelve month period (subject, however, to Prudential's right to request a second Demand Registration within such twelve month period with respect to Registrable Securities held by such Demand Holdersit as provided in the last sentence of this subsection 1.2(a)), provided that such (ii) the number of Registrable Securities is Shares proposed to be sold by the Investors making such written request shall have an estimated market value at the time of such request (based upon the then market price of a Company Share) of at least equal to the Registrable Amount. Such registration $10,000,000 and (iii) an Investor shall be (i) on Form F-1 (entitled to make or join in a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration maximum of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “two Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s)Registrations. Subject to Section 2.05(b), after delivery of such Demand Noticethe foregoing, the Company (xnumber of Demand Registrations which may be made during the Supplemental Rights Period pursuant to this Section 1.2(a) shall be unlimited. The Company shall (subject to Section 1.6 hereof) file promptly (and, in any event, registration statement required by this paragraph with the SEC within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in of receipt of the case of a requisite Investor request and shall use its reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable thereafter. The Company shall (subject to Section 1.6 hereof) use its reasonable efforts to keep each such registration statement filed hereunder continuously effective for a Short-Form Registrationperiod of 90 days, unless such offering is an underwritten offering and the managing underwriter requires that the registration statement be kept effective for a longer period of time, in which event for such longer period up to 120 days (such period, in each case, following delivery to be extended by the number of days, if any, during which Investors were not permitted to make offers or sales under such registration statement by reason of Section 1.6). The Company may elect to include in any such registration statement additional Common Shares to be issued by the Company subject, in the case of an underwritten secondary Demand Notice) with Registration, to cutback by the SEC managing underwriters. A registration shall not constitute a Registration Statement relating to such Demand Registration (under this Section 1.2(a) until it has been declared effective. Notwithstanding the foregoing, Prudential may request a “second Demand Registration Statement”) within a twelve month period (provided, however, that if a Demand Notice is delivered prior subject to the Effectiveness Date, $10,000,000 limitation set forth above) provided that the Company shall not be obligated to file (but shall be obligated a registration statement pursuant to prepare) any such Demand Registration Statement prior within six months after the effective date of any earlier registration statement filed by the Company so long as Prudential was given a notice offering it the opportunity to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such Demand Registration Statement to become effective sell its Registrable Shares under the Securities Act. There earlier registration statement and Prudential did not request that all of its Registrable Shares be included; provided, however, that this limitation shall not apply if Prudential requested that all or a part of its Registrable Shares be included in the earlier registration statement but not all or such part were so included due to no limit on the number fault of Demand Notices that Holders may be permitted to issue pursuant to this Section 2.01(a)Prudential.

Demand Right. At The Holders of at least a majority of the Registrable Securities then outstanding have the right to make up to two demands for the Company to file an F-1 (or after S-1, if applicable) Registration Statement having an anticipated aggregate gross offering price of at least $500,000 (five hundred thousand dollars) under the Effectiveness terms of this Agreement. In addition to the above demand rights, at any time the Company is eligible to use a Form F-3 (or S-3, if applicable) Registration Statement, the Holders of at least a majority of the Registrable Securities then outstanding also will have the right to make one demand within any twelve (12) month period commencing the date of this Agreement for the Company to file an F-3 (S-3 if applicable) Registration Statement having an anticipated aggregate gross offering price of at least $500,000 (five hundred thousand dollars) under the terms of this Agreement. Commencing on the Initial Rights Date, if there is no currently effective Shelf Registration Statement on file with the SECaforementioned groups of Holders of at least a majority of the Registrable Securities then outstanding (a “Requesting Group”) shall have the right, then except as provided in Section 2.02(a)by written notice to the Company, one or more signed by such Holders (the “Demand HoldersNotice”), to request the Company to register for resale all the Registrable Securities included by the Requesting Group in the Demand Notice (the “Demand Shares”) may, subject to Section 2.05(b), make under and in accordance with the provisions of the Securities Act by filing with the Commission a written request Registration Statement covering the resale of the Demand Shares (a the “Demand NoticeRegistration Statement”) to ). A copy of the Demand Notice also shall be provided by the Company for Registration to each of all or the other Holders who will have fifteen (15) days to notify the Company in writing to include their Registrable Securities as part of the Registrable Securities held by such Demand HoldersShares, provided that such number the failure of Registrable Securities is at least equal which, however, shall not in any way affect the rights of the Requesting Group pursuant to this Subsection 2.1. The Company will use its commercially reasonable efforts to file the Registrable Amount. Such registration shall be Demand Registration Statement within forty-five (i45) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if days of the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities receipt of the Demand Holders to be registeredNotice, provided if the intended methods Demand Notice is given within the forty-five (45) days after the end of disposition thereof and the identity a fiscal year of the Demand Holder(s). Subject to Section 2.05(b)Company, after delivery of such Demand Notice, then the Company (x) shall will use its reasonably commercial efforts to file promptly (and, in any event, the Demand Registration Statement within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the fiscal year end. The Company shall not be obligated to file (but shall be obligated to prepare) such Demand Registration Statement prior to the Effectiveness Date), and (y) shall use its commercially reasonable efforts to cause such the Demand Registration Statement to become be declared effective under the Securities ActAct as promptly as practicable after the filing thereof and to keep the Demand Registration Statement continuously effective under the Securities Act during the Effectiveness Period. There A demand for registration under this Subsection 2.1 shall not be no limit on deemed made for purposes of this Subsection 2.1 until such time as the number of Demand Notices that applicable Registration Statement has been declared effective by the Commission, unless the Requesting Group withdraw their request for such registration and elect not to pay the registration expenses therefor, in which case the Holders may be permitted will forfeit their right to issue one demand Registration Statement pursuant to this Section 2.01(a)Subsection 2.1.

Demand Right. At or Commencing on the date that is three (3) months after the Effectiveness Date, if there is no currently effective Shelf Registration Statement date on file with which the SEC, then except as provided in Section 2.02(aCompany becomes a Reporting Company and continuing for seven (7) years thereafter (or until the earlier termination of the Holders’ rights under this Agreement), one or more the Holders as a group representing at least 50% of the Registrable Securities (a “Requesting Group”) shall have a separate one-time right, by written notice to the Company, signed by such Holders (the “Demand HoldersNotice”) may, subject to Section 2.05(b), make a written to request (a “Demand Notice”) to the Company to register for Registration of resale all or part Registrable Securities included by the Requesting Group in the Demand Notice under and in accordance with the provisions of the Registrable Securities held Act by such Demand Holders, provided that such number of Registrable Securities is at least equal to filing with the Registrable Amount. Such registration shall be (i) on Form F-1 (Commission a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if Registration Statement covering the Company qualifies to use such short form for the Registration resale of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”). For clarity, the demand registration right of the Holders of the Registrable Securities hereunder is separate from the demand registration right with respect to any Conversion Shares (as defined in the Securities Purchase Agreement) (provided“Conversion Shares”). A copy of the Demand Notice also shall be provided by the Requesting Group to each of the other Holders, the failure of which, however, that shall not in any way affect the rights of the Requesting Group pursuant to this Section 2(a). The Demand Registration Statement required hereunder shall be on any form of registration statement then available for the registration of the Registrable Securities. The Company will use its commercially reasonable efforts to file the Demand Registration Statement within 45 days of the receipt of the Demand Notice, provided if a the Demand Notice is delivered given within the 45 days after the prior to the Effectiveness Datefiscal year end, then the Company shall not be obligated will use its reasonably commercial efforts to file (but shall be obligated to prepare) such the Demand Registration Statement prior to within 90 days of the Effectiveness Date), and (y) fiscal year end of the Company. The Company shall use its commercially reasonable efforts to cause such the Demand Registration Statement to become be declared effective under the Securities Act. There Act as promptly as possible after the filing thereof and shall be no limit on keep the number Demand Registration Statement continuously effective under the Securities Act until the earlier of Demand Notices that Holders may be permitted to issue (i) the date when all Registrable Securities have been sold pursuant to this Section 2.01(a)the Demand Registration Statement or an exemption from the registration requirements of the Securities Act; (ii) the date that the Holders can sell all of their Registrable Securities, pursuant to Rule 144; and (iii) two (2) years from the effective date of the Registration Statement.

Demand Right. At If the Company shall receive from Initiating Holders (as defined in Section 10) at any time or times a written request that the Company effect any registration with respect to Registrable Securities (the "Demand Request"), in an offering to be firmly underwritten by underwriter(s) selected by the Initiating Holders (which underwriter(s) shall be reasonably acceptable to the Company). (i) promptly give written notice of the proposed registration to all other holders of Registrable Securities ("Notice of Demand Request"); and (ii) as soon as practicable, use its best efforts to file a registration statement covering the Registrable Securities so requested to be registered and to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act of 1933 (the "Securities Act") and as would permit or facilitate the sale and distribution of all of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holders of Registrable Securities joining in such request as are specified in a written request received by the Company within twenty (20) days after the Effectiveness Datedate of the Notice of Demand Request. The Company shall only be required to effect, if there is no currently pursuant to this Section 1, four (4) registrations of Registrable Securities. A requested registration shall not count for these purposes unless (A) such registration statement has been declared effective Shelf and an offering closed in which at least 90% of the Registrable Securities requested to be included in such registration by the Initiating Holders shall have been sold or (B) the registration has been withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Statement on file with Expenses pursuant to Section 4 hereof in circumstances in which they were required to bear such expenses. The registration statement filed pursuant to the SEC, then except as provided in Section 2.02(a), one or more request of the Initiating Holders (the “Demand Holders”) may, subject to Section 2.05(b)the provisions of Sections 1(b) and (7) hereof and the prior written consent of the Initiating Holders, make a written request (a “Demand Notice”) include other securities of the Company, with respect to which registration rights have been granted, and may include securities of the Company being sold for Registration the account of the Company, provided that all or part of the Registrable Securities held by such Demand Holders, provided that such number of Registrable Securities is at least equal to for which the Registrable Amount. Such Initiating Holders have requested registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use covered by such short form for the Registration of such Registrable Securities on behalf of such Holders (registration statement before any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Company shall not be obligated to file (but shall be obligated to prepare) such Demand Registration Statement prior to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such Demand Registration Statement to become effective under the Securities Act. There shall be no limit on the number of Demand Notices that Holders may be permitted to issue pursuant to this Section 2.01(a)other securities are included.

Demand Right. At or after If, on any one occasion during the Effectiveness Dateperiod commencing on _________ __, if there is no currently effective Shelf Registration Statement 1998 and ending on file with _________ __, 2002, the SEC, then except as provided in Section 2.02(a), one or more Holders (the “Demand Holders”) may, subject to Section 2.05(b), make Company shall receive a written request from Eligible Holders who in the aggregate own (or upon exercise of all Warrants then outstanding would own) a “Demand Notice”majority of the total number of shares of Common Stock then included (or upon such exercises would be included) in the Warrant Shares (the "MAJORITY HOLDERS"), to register the Company for Registration sale of all or part of such Warrant Shares, the Registrable Securities held by Company shall, as promptly as practicable, but in no event more than 90 days following the date of such Demand Holdersrequest, provided that prepare and file with the Commission a registration statement sufficient to permit the public offering and sale of the Warrant Shares through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors and counsel to cause such number of Registrable Securities is at least equal registration statement to the Registrable Amountbecome effective as promptly as practicable. Such All expenses incurred in connection with such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, borne by the Company (x) shall file promptly (andother than the fees and disbursements of counsel for the Eligible Holders and the underwriting discounts including a pro rata share of any expense allowance, if any, payable in respect of the Warrant Shares sold by any event, within (i) ninety (90) Eligible Holder). Within five business days in the case of a after receiving any request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Datecontemplated by this Section 5(b), the Company shall not be obligated give written notice to file (but shall be obligated all the other Eligible Holders, advising each of them that the Company is proceeding with such registration and offering to prepare) include therein all or any portion of any such Demand Registration Statement prior other Eligible Holder's Warrant Shares, provided that the Company receives a written request to do so from such Eligible Holder within 30 days after receipt by him or it of the Effectiveness Date)Company's notice. Notwithstanding the foregoing, and (y) shall use commercially reasonable efforts if at the time of any request to cause such Demand Registration Statement to become effective under the Securities Act. There shall be no limit on the number of Demand Notices that Holders may be permitted to issue register Warrant Shares pursuant to this Section 2.01(a5(b), the Company is engaged in an activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration to the material determent of the Company, then the Company may, upon giving written notice to the Eligible Holders, direct that such request be delayed for a period not in excess of six months from the date of commencement of such material activity, such right to delay a request to be exercised by the Company not more than once in any two-year period.

Demand Right. At or after the Effectiveness Date, if there is no currently effective Shelf Registration Statement on file with the SEC, then except as provided in Section 2.02(a), one or more Holders (the “Demand Holders”) may, subject to Section 2.05(b), may make a written request (a “Demand Notice”) to demand for registration under the Company for Registration Securities Act of all or part of the Registrable Securities held by such Demand Holders, provided that such number of Registrable Securities is at least equal to the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “"Demand Registration”"). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (; provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, (i) the Company shall not be obligated to effect more than one Demand Registration for Holders in any twelve month period, and (ii) the number of Registrable Securities proposed to be sold by the Holders making such written demand either (x) shall be all the Registrable Securities owned by all Holders of all Registrable Securities or (y) shall have an estimated market value at the time of such demand (based upon the then market price of a share of Common Stock) of at least $1,000,000. The Company shall file any registration statement required by this Section 3.1(a) (a "Demand Registration Statement") with the SEC within thirty (30) days of receipt of the requisite Holder demand and shall use its reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. The Company shall give written notice of the proposed filing of the Demand Registration Statement to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) days before the anticipated filing date), and such notice shall be obligated offer such Holders the opportunity to prepare) participate in such Demand Registration and to register such number of shares of Registrable Securities as each such Holder may request. The Company shall use its reasonable efforts to keep each such Demand Registration Statement prior continuously effective for a period of forty five (45) days, unless the offering pursuant to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such Demand Registration Statement is an underwritten offering and the managing underwriter requires that the Demand Registration Statement be kept effective for a longer period of time, in which event the Company shall maintain the effectiveness of the Demand Registration Statement for such longer period up to become effective under the Securities Act. There shall one hundred twenty (120) days (such period, in each case, to be no limit on extended by the number of Demand Notices that days, if any, during which Holders may be were not permitted to issue pursuant make offers or sales under the Demand Registration Statement by reason of Section 3.3 hereof). The Company may elect to include in any Demand Registration Statement additional shares of Common Stock to be issued by the Company, subject, in the case of an underwritten secondary Demand Registration, to cutback by the managing underwriters. A registration shall not constitute a Demand Registration under this Section 2.01(a)3.1(a) until the Demand Registration Statement has been declared effective.

Demand Right. At or after the Effectiveness Date, if there is no currently effective Shelf Registration Statement on file with the SEC, then except as provided in Section 2.02(a), one or more Holders (the “Demand Holders”) may, subject to Section 2.05(b), Each Holder may make a written request (a “Demand Notice”) to demand for registration under the Company for Registration Securities Act of all or part of the Registrable Securities held by (a "Demand Registration") and upon such Demand Holders, provided that such number of Registrable Securities is at least equal to demand the Registrable Amount. Such registration Company shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies obligated to use such short form for the Registration of register such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify under the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, Act in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) accordance with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provisions of this Agreement; provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, (i) the Company shall not be obligated to file effect more than one Demand Registration for each Holder, and (but ii) the number of Registrable Securities proposed to be sold by each Holder making such written request either (x) shall be obligated all the Registrable Securities owned by that Holder of Registrable Securities, or (y) shall have an estimated market value at the time of such request (based upon the then market price of a share of Common Stock) of at least $1,000,000. The Company shall file any registration statement required by this Section 3.1(a) (a "Demand Registration Statement") with the SEC within thirty (30) days of receipt of the requisite Holder demand and shall use its reasonable efforts to prepare) cause the Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. The Company shall use its reasonable efforts to keep each such Demand Registration Statement prior continuously effective for a period of ninety (90) days, unless the offering pursuant to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such Demand Registration Statement is an underwritten offering and the managing underwriter requires that the Demand Registration Statement be kept effective for a longer period of time, in which event the Company shall maintain the effectiveness of the Demand Registration Statement for such longer period up to become effective under the Securities Act. There shall one hundred twenty (120) days (such period, in each case, to be no limit on extended by the number of Demand Notices that days, if any, during which Holders may be were not permitted to issue pursuant make offers or sales under the Demand Registration Statement by reason of Section 3.3 hereof). The Company may elect to include in any Demand Registration Statement additional shares of Common Stock to be issued by the Company, subject, in the case of an underwritten secondary Demand Registration, to cutback by the managing underwriters. A registration shall not constitute a Demand Registration under this Section 2.01(a)3.1(a) until the Demand Registration Statement has been declared effective.

Demand Right. At or If at any time during the period commencing two (2) years after the Effectiveness Date, if there is no currently effective Shelf Registration Statement on file with Closing Date and ending the SEC, then except as provided in Section 2.02(a), one or more Holders (the “Demand Holders”) may, subject to Section 2.05(b), make a written request (a “Demand Notice”) to the Company for Registration earlier of all or part of the Registrable Securities held by such Demand Holders, provided that such number of Registrable Securities is at least equal to the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) eight years after the Closing Date, or (ii) on Form F-3 90 days after Seller's beneficial ownership of the Shares issued pursuant to this Agreement (including upon conversion of the Convertible Note) constitutes less than 10% of the then outstanding shares of Common Stock of Marcum, Marcum shall receive a “Short-Form Registration”wri▇▇▇▇ ▇▇▇▇▇▇▇ ("Demand Request") if the Company qualifies to use such short form from Seller for the registration of all or any portion of the Shares it receives in connection with this Agreement (the "Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form RegistrationShares"), a “Demand Registration”). Each Demand Notice shall specify provided, that at the aggregate amount of Registrable Securities time of the Demand Holders Request, at least a majority of the total Shares issued pursuant to this Agreement (including upon conversion of the Convertible Note) are still held of record by Seller, then Marcum, upon the terms and subject ▇▇ ▇▇e conditions set forth in this Section 10.6, shall use it best efforts to cause all Registration Shares to be registeredregistered in an appropriate registration statement of the SEC as shall be selected by Marcum, provided that if Marcum is ▇▇▇▇▇ble to use Form S-3 (▇▇ ▇ny successor form thereto) for such registration, then such registration statement shall be used unless such form is inappropriate or Marcum desires to use a different ▇▇▇▇. If Seller intends for the intended methods public offering covered by its Demand Request to occur by means of disposition thereof an underwriting, it shall so advise Marcum as a part of its Demand Req▇▇▇▇, and the identity managing underwriter of such underwritten public offering shall be selected by Seller and shall be reasonably acceptable to Marcum. Marcum shall be obligated ▇▇ ▇▇gis▇▇▇ ▇▇ares under this Section 10.6(b) after receipt of a Demand Request on one occasion only. Marcum shall be entitled to includ▇ ▇▇ ▇ny registration statement filed pursuant to this Section 10.6(b) additional shares of Common Stock for its own account and for the account of its other security holders. If the managing underwriter advises Marcum in writing that the inclusi▇▇ ▇▇ any or all such additional shares of Common Stock would materially adversely affect the marketing of the Demand Holder(s)public offering of the Shares, then Marcum shall not be entitled to in▇▇▇▇▇ such additional shares of Common Stock in any such registration statement to the extent the managing underwriter advises. Subject to Notwithstanding the provisions of this Section 2.05(b10.6(b), after delivery Marcum shall have the right to del▇▇ ▇▇ suspend the filing of such Demand Notice, a registration statement for up to 90 days from the Company (xtime the filing thereof would otherwise be required under the Section 10.6(b) shall file promptly (andif, in the good faith determination of Marcum's board of directors, such ▇▇▇▇▇▇▇▇tion would be seriously detrimental to Marcum and its stockholders or wou▇▇ ▇▇▇erially adversely affect the business, affairs, properties, financial condition, results of operations or prospects of Marcum or any eventpending or proposed ▇▇▇▇▇▇ition, within (i) ninety (90) days merger, reorganization, recapitalization or other transaction or public offering of Marcum's securities, or would requ▇▇▇ ▇▇▇▇ature disclosure thereof not in the case best interests of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (Marcum; provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Company shall Ma▇▇▇▇ ▇hall not be obligated entitled to file (but shall be obligated to prepare) such Demand Registration Statement prior to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such Demand Registration Statement to become effective under the Securities Act. There shall be no limit on the number of Demand Notices that Holders may be permitted to issue pursuant to ex▇▇▇▇▇▇ this Section 2.01(a)right more than once.

Demand Right. At or after If, at any time during the Effectiveness DateRegistration Period, if there is no currently effective Shelf Registration Statement on file with the SEC, then except as provided in Section 2.02(a), one or more Holders (the “Demand Holders”) may, subject to Section 2.05(b), make Company shall receive a written request (a “"Demand Notice”Request") from an Initial Stockholder for the registration of any or all of the Registerable Shares of the Initial Stockholder, then the Company, upon the terms and subject to the Company for Registration of conditions set forth in this Section 6.2, shall use its best efforts to cause all or part such Registerable Shares to be registered in an appropriate registration statement of the Registrable Securities held SEC 8 12 as shall be selected by such Demand Holdersthe Company, provided that such number of Registrable Securities is at least equal to the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies is eligible to use Form S-3 (or any successor form thereto) for such short registration, then such registration statement shall be used unless such form is inappropriate or the Company desires to use a different form. If an Initial Stockholder intends for the Registration public offering covered by its Demand Request to occur by means of an underwriting, it shall so advise the Company as a part of its Demand Request, and the managing underwriter of such Registrable Securities underwritten public offering shall be selected by such Initial Stockholder and shall be reasonably acceptable to the Company. The Company shall be obligated to register the Registerable Shares of any Initial Stockholder under this Section 6.2 after receipt of a Demand Request on behalf one occasion per Initial Stockholder only. The Company shall be entitled to include in any registration statement filed pursuant to this Section 6.2 additional shares of capital stock for its own account and for the account of its other security holders. If the managing underwriter advises the Company in writing that the inclusion of any or all such Holders (additional shares of capital stock would materially adversely affect the marketing of the public offering of the Registerable Shares of any Initial Stockholder, then the Company shall not be entitled to include such additional shares of capital stock in any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”)registration statement to the extent the managing underwriter advises. Each Demand Notice shall specify Notwithstanding the aggregate amount provisions of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to this Section 2.05(b), after delivery of such Demand Notice6.2, the Company (x) shall file promptly (and, in any event, within (i) have the right to delay or suspend the filing of a registration statement for up to ninety (90) days from the time the filing thereof would otherwise be required under this Section 6.2 if, in the case good faith determination of a request for a Long-Form Registration the Company's board of directors, such registration would be seriously detrimental to the Company and its stockholders or (ii) thirty (30) days would materially adversely affect the business, affairs, properties, financial condition, results of operations or prospects of the Company or any pending or proposed acquisition, merger, reorganization, recapitalization or other transaction or public offering of the Company's securities, or would require premature disclosure thereof not in the case best interests of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (Company; provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Company shall not be obligated entitled to file (but shall be obligated to prepare) such Demand Registration Statement prior to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such Demand Registration Statement to become effective under the Securities Act. There shall be no limit on the number of Demand Notices that Holders may be permitted to issue pursuant to exercise this Section 2.01(a)right more than once.

Demand Right. At (i) In the event that Knight has not had the opportunity to exercise and sell shares pursuant to the piggy-back registration rights granted to it pursuant to Section 2 hereof and Section 10(b) of the Subscription Agreement (other than as a result of the exercise by the Company or its managing directors of their respective purchase rights under Section 2(a)(ii) hereof) prior to the fifth anniversary of the initial U.S. registered public offering by the Company of its common stock, it shall have the right, at any time during the term hereof after such fifth anniversary, to exercise the Effectiveness Date, if there is no currently effective Shelf Registration Statement on file with the SEC, then except as provided demand right referred to in Section 2.02(a), one or more Holders (10(b)(ii) of the “Demand Holders”) may, subject to Section 2.05(b), make a Subscription Agreement by providing written request notice (a “Demand "Disposition Notice”") to the Company for Registration of all or part of its intention to exercise such demand right and specifying the Registrable Securities held by such Demand Holders, provided that such number of Registrable Securities is at least equal shares of Common Stock sought to be disposed of and whether Knight desires that the Registrable Amount. Such registration shall offering be (i) on Form F-1 (a “Long-Form Registration”) or made in the United States and/or outside the United States. (ii) on Form F-3 (On receipt of a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Disposition Notice, the Company may indicate, by written notice (xa "Delay Notice") delivered to Knight within ten business days of receipt by the Company of the Disposition Notice, that Knight may not dispose of any Common Stock during a period of up to 90 days (as specified in the Delay Notice) following the Company's receipt of the Disposition Notice if, in the judgment of the Company in its sole discretion, such disposition would interfere with a public offering of the Company's securities to be made by the Company (within or outside the United States) during such specified period, and Knight shall have no right to proceed with the proposed distribution during such period (although Knight may otherwise be afforded piggy-back rights to participate in such public offering pursuant to Section 2 hereof). (iii) In the event the Company does not proceed with the filing of a registration statement under the 1933 Act with respect to such a public offering or otherwise commence a public offering outside the United States within the period specified in the Delay Notice, Knight shall be entitled to deliver another Disposition Notice at the end of the specified period if Knight still desires to effect a disposition, and the Company shall have no further right to deliver a Delay Notice with respect to such intended distribution unless Knight has not made such distribution (other than due to the fault of the Company) within 90 days of delivery to the Company of the second Disposition Notice. (b) Following receipt of a Disposition Notice, if the Company does not deliver a Delay Notice, the Company may deliver a Purchase Notice or an MD Purchase Notice in the manner set forth in Section 2(a)(ii) hereof, and the Company, or the managing directors and the Company, as the case may be, shall have a period of ten business days following delivery of the Purchase Notice or MD Purchase Notice (as applicable) to consummate the purchase of the shares therein specified. In the event the Company specifies pursuant to the Purchase Notice or the MD Purchase Notice (as applicable) that only a portion of the shares the subject of the Disposition Notice are to be purchased, the Company shall be obligated to proceed at such time with the disposition in a widely dispersed public offering of the portion of the shares not specified to be purchased. The purchase price applicable to any purchase of shares of Common Stock pursuant to this paragraph (b) shall file promptly be the average closing price for the 20 trading days prior to the date of the Disposition Notice, less an amount equal to the gross underwriting discount that would be applicable to a widespread United States public offering on the date of the Purchase Notice with respect to such shares as justified in a written statement delivered by the Company and the Company Broker-Dealer to Knight. (andc) In the event the Company registers Common Stock of Knight under the 1933 Act pursuant to the exercise of Knight's demand right as set forth in Section 10(b) of the Subscription Agreement and this Section 3 (in an offering within or outside the United States), in any event, within the following procedures and agreements shall govern: (i) ninety The Company will use its best efforts to prepare and file with the Securities and Exchange Commission (90the "Commission") days in a registration statement with respect to the case of a request for a Long-Form Registration Common Stock as promptly as practicable after the date on which the Company became obligated pursuant to Sections 3(a) or (iib) thirty (30) days above to participate in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (public offering; provided, however, that if a Demand Notice the Company need not file such registration statement until it has received in writing from Knight the information required to be provided by Knight for inclusion in the registration statement. Unless Knight and the Company otherwise agree, the Company will use its best efforts to cause the registration statement to become effective as promptly as practicable following the date on which the registration statement is delivered prior filed with the Commission. (ii) Following the effective date of the registration statement, the Company will prepare and file with the Commission such amendments or supplements to the Effectiveness Dateregistration statement (or to the prospectus forming a part thereof) as may be required pursuant to the underwriting agreement referred to below. (iii) The Company shall take such action as Knight or the representatives of the underwriters of the offering (the "Representatives") shall request to qualify the Common Stock to be disposed of for offering and sale under the securities laws of such United States jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit continuance of sales and dealings therein for such period as may be required pursuant to the underwriting agreement referred to below; provided, however, in connection therewith the Company shall not be obligated required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction. (but d) In connection with any such offering the Company, Knight and the Representatives shall enter into a Standard Form underwriting agreement as provided in Section 2(b) above, except that Knight shall pay all expenses of the Company and Knight in connection with such offering, including the following: (i) the fees, disbursements and expenses of the Company's counsel(s) (United States and foreign) and accountants in connection with the registration of the Common Stock to be obligated to prepare) such Demand Registration Statement prior disposed of under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the registration statement, any preliminary prospectus or final prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to the Effectiveness Dateunderwriters and dealers; (ii) the cost of printing or producing any agreement(s) among underwriters, underwriting agreement(s), any Blue Sky or Legal Investment memoranda, any selling agreements and any other documents in connection with the offering, sale or delivery of the Common Stock to be disposed of; (iii) all expenses in connection with the qualification of the Common Stock to be disposed of for offering and sale under state securities laws, including the fees and disbursements of counsel for the underwriters in connection with such qualification and in connection with any Blue Sky and Legal Investment surveys; (iv) the filing fees incident to securing any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Common Stock to be disposed of; (v) all costs and expenses of the underwriters which would otherwise be reimbursed or paid for by the Company; and (vi) all costs and expenses incident to the performance of Knight's obligations in connection with the offering, including (x) any fees and expenses of counsel(s) for Knight, (y) the fees and expenses of any attorney-in-fact or custodian for Knight or any depositary and (z) all expenses and taxes (domestic and foreign) incident to the sale and delivery by Knight to the underwriters of the Common Stock to be disposed of. The Company shall use commercially reasonable efforts pay the costs and charges of any transfer agent or registrar and the cost of preparing certificates for shares of Common Stock to cause such Demand Registration Statement to become effective under the Securities Act. There shall be no limit on the number of Demand Notices that Holders may be permitted to issue pursuant to this Section 2.01(a)disposed of.

Demand Right. At or The Holders, other than the MDB Capital Group LLC and its members and affiliates, will have one demand registration right under the terms of this Agreement, and the MDB Capital Group LLC and its members and affiliates separately will have one demand registration right under the terms of this Agreement. Commencing on the date that is one hundred eighty (180) days after the Effectiveness DateCompany becomes a Reporting Company, if there is no currently effective Shelf Registration Statement on file with the SECaforementioned groups of Holders, then except as provided in Section 2.02(a)a group representing more than 50% of the Registrable Securities (a “Requesting Group”) shall have a one-time right, one or more by written notice to the Company, signed by such Holders (the “Demand HoldersNotice”), to request the Company to register for resale all the Registrable Securities included by the Requesting Group in the Demand Notice (the “Demand Shares”) may, subject to Section 2.05(b), make under and in accordance with the provisions of the Securities Act by filing with the Commission a written request Registration Statement covering the resale of the Demand Shares (a the “Demand NoticeRegistration Statement”) to ). A copy of the Demand Notice also shall be provided by the Company for Registration to each of all or the other Holders in their respective group who will have fifteen (15) days to notify the Company in writing to include their Registrable Securities as part of the Registrable Securities held by such Demand HoldersShares, provided that such number the failure of Registrable Securities is at least equal which, however, shall not in any way affect the rights of the Requesting Group pursuant to this Section 2(a). The Demand Registration Statement required hereunder shall be on any form of registration statement then available for the registration of the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if Securities, as selected by the Company qualifies in accordance with applicable law and regulation. The Company will use its commercially reasonable efforts to use such short form for file the Demand Registration Statement within forty-five (45) days of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities receipt of the Demand Holders to be registeredNotice, the intended methods of disposition thereof and the identity of provided if the Demand Holder(s). Subject to Section 2.05(b)Notice is given within the forty-five (45) days after the prior fiscal year end, after delivery of such Demand Notice, then the Company (x) shall will use its reasonably commercial efforts to file promptly (and, in any event, the Demand Registration Statement within (i) ninety (90) days in of the case fiscal year end of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Company. The Company shall not be obligated to file (but shall be obligated to prepare) such Demand Registration Statement prior to the Effectiveness Date), and (y) shall use its commercially reasonable efforts to cause such the Demand Registration Statement to become be declared effective under the Securities Act. There shall be no limit on Act as promptly as practicable after the number of filing thereof and to keep the Demand Notices that Holders may be permitted to issue pursuant to this Section 2.01(a)Registration Statement continuously effective under the Securities Act during the Effectiveness Period.

Demand Right. At If the Company shall receive from Initiating Holders (as defined in Section 10) at any time or times a written request that the Company effect any registration with respect to Registrable Securities (the "Demand Request"), in an offering to be firmly underwritten by underwriter(s) selected by the Initiating Holders (which underwriter(s) shall be reasonably acceptable to the Company) the Company shall: (i) promptly give written notice of the proposed registration to all other holders of Registrable Securities ("Notice of Demand Request"); and (ii) as soon as practicable, use its best efforts to file a registration statement covering the Registrable Securities so requested to be registered and to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act of 1933 (the "Securities Act") and as would permit or facilitate the sale and distribution of all of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holders of Registrable Securities joining in such request as are specified in a written request received by the Company within twenty (20) days after the Effectiveness Datedate of the Notice of Demand Request. The Company shall only be required to effect, if there is no currently pursuant to this Section 1, four (4) registrations of Registrable Securities. A requested registration shall not count for these purposes unless (A) such registration statement has been declared effective Shelf and an offering closed in which at least 90% of the Registrable Securities requested to be included in such registration by the Initiating Holders shall have been sold or (B) the registration has been withdrawn by the Initiating Holders and the Initiating Holders have not paid the Registration Statement on file with Expenses pursuant to Section 4 hereof in circumstances in which they were required to bear such expenses. The registration statement filed pursuant to the SEC, then except as provided in Section 2.02(a), one or more request of the Initiating Holders (the “Demand Holders”) may, subject to Section 2.05(b)the provisions of Sections 1(b) and (7) hereof and the prior written consent of the Initiating Holders, make a written request (a “Demand Notice”) include other securities of the Company, with respect to which registration rights have been granted, and may include securities of the Company being sold for Registration the account of the Company, provided that all or part of the Registrable Securities held by such Demand Holders, provided that such number of Registrable Securities is at least equal to for which the Registrable Amount. Such Initiating Holders have requested registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use covered by such short form for the Registration of such Registrable Securities on behalf of such Holders (registration statement before any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Company shall not be obligated to file (but shall be obligated to prepare) such Demand Registration Statement prior to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such Demand Registration Statement to become effective under the Securities Act. There shall be no limit on the number of Demand Notices that Holders may be permitted to issue pursuant to this Section 2.01(a)other securities are included.

Demand Right. At (i) Following the earlier of (x) the expiration of the Offering Restricted Period following the Offering or after (y) 24 months following the Effectiveness Closing Date, if there is no currently effective Shelf Registration Statement on file with upon the SEC, then except as written request of the Lead Principal Company Shareholder (a “Demand Not ice”) (a copy of which shall be provided in Section 2.02(aby tie Lead Principal Company Shareholder to each other Principal Company Shareholder), Argon shall cooperate to effect one or more Holders secondary offering of Specified Shares held by Principal Company Shareholders (a “Demand Offering”) as to the number of Specified Shares specified in such request. Such request for a Demand Offering shall specify the number of Specified Shares proposed to be offered for sale (the “Demand Holders”Offering Shares’’) may, subject and shall also specify the intended method of distribution thereof. The Lead Principal Company Shareholder shall have the right to Section 2.05(b), make a written request (a “Demand Notice”) to the Company for Registration of all or part designate any of the Registrable Securities held by such following international or Japanese banks as lead underwriters in a Demand HoldersOffering: Citigroup, provided that such number of Registrable Securities is at least equal to the Registrable AmountCredit Suisse, Deutsche Bank, G▇▇▇▇▇▇ S▇▇▇▇, J▇ ▇▇▇▇▇▇, L▇▇▇▇▇, L▇▇▇▇▇ B▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Mizuho, M▇▇▇▇▇. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) Stanley, Nikko Citi and Nomura or their successors. (ii) on Form F-3 (Argon shall use reasonable efforts to prepare and file offering materials, including a “Short-Form Registration”) if the Company qualifies to use such short form statutory prospectus, for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities Offering as promptly as reasonably practicable following delivery of the Demand Holders Notice, and shall use reasonable efforts to make such offering materials effective with the applicable regulatory authorities and under applicable law and shall make any other filings required under applicable Jaws and regulations to be registeredmade by the Company in connection with the Demand Offering, including the intended methods filing of disposition thereof and securities notices, Argon shall supplement or make amendments to such offering materials as may be necessary to correct any material misstaternent or omission contained therein, until such time as the identity Demand Offering is completed. Argon shall furnish to the Principal Company Shareholders copies of any such supplement or amendment prior to its being used, (iii) Any Principal Company Shareholder that elects to participate in a Demand Offering (including any Demand Offering exercised pursuant to Section 6(a)(v)) may withdraw its Shares from such Demand Offering at any time prior to the commencement of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (Offering; provided, however, that if such Demand Offering shall nonetheless count as the Demand Offering for the purpose of this Section 6(a) unless the Lead Principal Company Shareholder withdraws its Shares in such a Demand Notice is delivered manner prior to the Effectiveness Datecommencement of the marketing for such Demand Offering, the Company in which case such Demand Offering shall be terminated and shall not be obligated to file count as the Demand Offering for the purpose of this Section 6(a). (but iv) Argon shall be obligated required to prepareeffect only one Demand Offering pursuant to this Section 6(a) such (including any Demand Registration Statement prior Offering exercised pursuant to the Effectiveness DateSection 6(a)(v)), and (y) except that if the lead underwriter participating in the Demand Offering shall use commercially reasonable efforts to cause such Demand Registration Statement to become effective under the Securities Act. There shall be no limit on cut back by more than 30% the number of Demand Notices Offering Shares to be offered in the Demand Offering as provided in Section 6{b) below, the Lead Principal Company Shareholder shall have one additional right to make a Demand Offering as provided in this Section 6(a); provided, however, that Holders may in no event shall Argon be permitted required to issue effect more than two Demand Offerings pursuant to this Section 2.01(a6(a) (including any Demand Offering exercised pursuant to Section 6(a)(v)). (v) In addition to the right of the Lead Principal Company Shareholder to effect up to two Demand Offerings pursuant to this Section 6(a), each of Masco Corporation (“Masco”) and DaimJerChrysler Corporation (“DCX”‘) has a similar right to effect up to two demand offerings of either Shares or shares of Argon preferred stock pursuant to its respective Other Preferred Stock Purchase Agreement (collectively, each an “Other Demand Right”). If (i) one of the foregoing parties validly exercises an Other Demand Right in respect of Shares and (ii) the Lead Principal Company Shareholder at such time continues to have the right under this Section 6(a) to effect a Demand Offering, then Argon promptly shall notify the Lead Principal Company Shareholder of the exercise of such Other Demand Right and she Principal Company Shareholders shall have the right to participate in the offering of Shares being effected thereby by the Lead Principal Company Shareholder delivering written notice to Argon within ten business days of receipt thereof of its election to so offer Shares; provided that any such election, to so participate shall be deemed an exercise by the Lead Principal Company Shareholder of its right under this Section 6 (a) to effect a Demand Offering and otherwise shall be effected in accordance with this Section 6(a). The holders of Other Demand Rights also shall have a similar right to participate in a Demand Offering effected by the Principal Company Shareholders pursuant to this Agreement. In no event shall Shares and shares of Argon preferred stock be offered in the same Demand Offering except with the approval of Argon and the Lead Principal Company Shareholder. ''Priority Shares” means fur purposes of this Agreement, as applicable, any Shares offered by the Principal Company Shareholders. Masco or DCX, in each case in an offering effected cither pursuant to this Section 6(a) or pursuant to the exercise of an Other Demand Right by Masco or DCX.

Demand Right. At (i) Following the earlier of (x) the expiration of the Offering Restricted Period following the Offering or after (y) 24 months following the Effectiveness Closing Date, if there is no currently effective Shelf Registration Statement on file with upon the SEC, then except as provided in Section 2.02(a), one or more Holders (the “Demand Holders”) may, subject to Section 2.05(b), make a written request of the Lead Principal Company Shareholder (a “Demand Notice”) (a copy of which shall be provided by the Lead Principal Company Shareholder to the each other Principal Company for Registration Shareholder), Argon shall cooperate to effect one secondary offering of all or part of the Registrable Securities Specified Shares held by such Demand Holders, provided that such number of Registrable Securities is at least equal to the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Principal Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration Shareholders (a “Demand Registration StatementOffering”) as to the number of Specified Shares specified in such request. Such request for a Demand Offering shall specify the number of Specified Shares proposed to be offered for sale (the “Demand Offering Shares”) and shall also specify the intended method of distribution thereof. The Lead Principal Company Shareholder shall have the right to designate any of the following international or Japanese banks as lead underwriters in a Demand Offering: Citigroup, Credit Suisse, Deutsche Bank, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Mizuho, ▇▇▇▇▇▇ Stanley, Nikko Citi and Nomura or their successors. (ii) Argon shall use reasonable efforts to prepare and file offering materials, including a statutory prospectus, for any Demand Offering as promptly as reasonably practicable following delivery of the Demand Notice, and shall use reasonable efforts to make such offering materials effective with the applicable regulatory authorities and under applicable law and shall make any other filings required under applicable laws and regulations to be made by the Company in connection with the Demand Offering, including the filing of securities notices. Argon shall supplement or make amendments to such offering materials as may be necessary to correct any material misstatement or omission contained therein, until such time as the Demand Offering is completed. Argon shall furnish to the Principal Company Shareholders copies of any such supplement or amendment prior to its being used. (iii) Any Principal Company Shareholder that elects to participate in a Demand Offering (including any Demand Offering exercised pursuant to Section 6(a)(v)) may withdraw its Shares from such Demand Offering at any time prior to the commencement of the Demand Offering; provided, however, that if such Demand Offering shall nonetheless count as the Demand Offering for the purpose of this Section 6(a) unless the Lead Principal Company Shareholder withdraws its Shares in such a Demand Notice is delivered manner prior to the Effectiveness Datecommencement of the marketing for such Demand Offering, the Company in which case such Demand Offering shall be terminated and shall not be obligated to file count as the Demand Offering for the purpose of this Section 6(a). (but iv) Argon shall be obligated required to prepareeffect only one Demand Offering pursuant to this Section 6(a) such (including any Demand Registration Statement prior Offering exercised pursuant to the Effectiveness DateSection 6(a)(v)), and (y) except that if the lead underwriter participating in the Demand Offering shall use commercially reasonable efforts to cause such Demand Registration Statement to become effective under the Securities Act. There shall be no limit on cut back by more than 30% the number of Demand Notices Offering Shares to be offered in the Demand Offering as provided in Section 6(b) below, the Lead Principal Company Shareholder shall have one additional right to make a Demand Offering as provided in this Section 6(a); provided, however, that Holders may in no event shall Argon be permitted required to issue effect more than two Demand Offerings pursuant to this Section 2.01(a6(a) (including any Demand Offering exercised pursuant to Section 6(a)(v)). (v) In addition to the right of the Lead Principal Company Shareholder to effect up to two Demand Offerings pursuant to this Section 6(a),

Demand Right. At or after the Effectiveness Date, if there is no currently effective Shelf Registration Statement on file with the SEC, then except as provided in Section 2.02(a), one or more Holders (the “Demand Holders”) may, subject to Section 2.05(b), may make a written request (a “Demand Notice”) to demand for registration under the Company for Registration Securities Act of all or part of the Registrable Securities held by such Demand Holders, provided that such number of Registrable Securities is at least equal to the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “"Demand Registration”"). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (; provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, (i) the Company shall not be obligated to file effect more than one Demand Registration for Holders in any twelve month period, and (but ii) the number of Registrable Securities proposed to be sold by the Holders making such written demand either (x) shall be obligated all the Registrable Securities owned by all Holders of all Registrable Securities or (y) shall have an estimated market value at the time of such demand (based upon the then market price of a share of Common Stock) of at least $1,000,000. The Company shall file any registration statement required by this Section 3.1(a) (a "Demand Registration Statement") with the Commission within thirty (30) days of receipt of the requisite Holder demand and shall use its reasonable efforts to prepare) cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall use its reasonable efforts to keep each such Demand Registration Statement prior continuously effective for a period of forty five (45) days, unless the offering pursuant to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such Demand Registration Statement is an underwritten offering and the managing underwriter requires that the Demand Registration Statement be kept effective for a longer period of time, in which event the Company shall maintain the effectiveness of the Demand Registration Statement for such longer period up to become effective under the Securities Act. There shall one hundred twenty (120) days (such period, in each case, to be no limit on extended by the number of Demand Notices that days, if any, during which Holders may be were not permitted to issue pursuant make offers or sales under the Demand Registration Statement by reason of Section 3.3 hereof). The Company may elect to include in any Demand Registration Statement additional shares of Common Stock to be issued by the Company, subject, in the case of an underwritten secondary Demand Registration, to cutback by the managing underwriters. A registration shall not constitute a Demand Registration under this Section 2.01(a)3.1(a) until the Demand Registration Statement has been declared effective.

Demand Right. At or after If, at any time prior to the Effectiveness Expiration Date, if there is no currently effective Shelf Registration Statement on file with the SEC, then except as provided in Section 2.02(a), one or more Holders (the “Demand Holders”) may, subject to Section 2.05(b), make Company shall receive a written request (a “"Demand Notice”Request") to from Holder for the Company for Registration registration of any or all or part of the Registrable Securities held by such Demand HoldersWarrant Shares, provided that such number at the time of Registrable Securities is the Demand Request at least equal a majority of the total Warrant Shares are still held of record by Holder, then the Company, upon the terms and subject to the Registrable Amount. Such conditions set forth in this Section 12(b), shall use its best efforts to cause all Warrant Shares to be registered in an appropriate registration statement of the SEC as shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) selected by the Company, provided that if the Company qualifies is eligible to use Form S-3 (or any successor form thereto) for such short registration, then such registration statement shall be used unless such form is inappropriate or the Company desires to use a different form. If Holder intends for the Registration public offering covered by its Demand Request to occur by means of an underwriting, it shall so advise the Company as a part of its Demand Request, and the managing underwriter of such Registrable Securities underwritten public offering shall be selected by Holder and shall be reasonably acceptable to the Company. The Company shall be obligated to register the Warrant Shares under this Section 12(b) after receipt of a Demand Request on behalf one occasion only. The Company shall be entitled to include in any registration statement filed pursuant to this Section 12(b) additional shares of Common Stock for its own account and for the account of its other security holders. If the managing underwriter advises the Company in writing that the inclusion of any or all such Holders (additional shares of Common Stock would materially adversely affect the marketing of the public offering of the Warrant Shares, then the Company shall not be entitled to include such additional shares of Common Stock in any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”registration statement to the extent the managing underwriter advises. Notwithstanding the provisions of this Section 12(b). Each Demand Notice shall specify the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) have the right to delay or suspend the filing of a registration statement for up to ninety (90) days from the time the filing thereof would otherwise be required under this Section 12(b) if, in the case good faith determination of a request for a Long-Form Registration the Company's board of directors, such registration would be seriously detrimental to the Company and its stockholders or (ii) thirty (30) days would materially adversely affect the business, affairs, properties, financial condition, results of operations or prospects of the Company or any pending or proposed acquisition, merger, reorganization, recapitalization or other transaction or public offering of the Company's securities, or would require premature disclosure thereof not in the case best interests of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (Company; provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, the Company shall not be obligated entitled to file (but exercise this right more than once. If this Warrant, or any portion thereof, and/or the Warrant Shares are at any time held by more than one person or entity, then the obligations of the Company under this Section 12(b) shall only apply to a "50% holder". The term "50% holder" as used in this Section 12(b) shall mean the holder or holders of at least 50% of the Warrant Shares and shall include any owner or combination of owners of such securities, which ownership shall be obligated to prepare) such Demand Registration Statement prior to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such Demand Registration Statement to become effective under the Securities Act. There shall be no limit on calculated by determining the number of Demand Notices that Holders may be permitted to issue pursuant to Warrant Shares then held by such owner or owners, as well as the number of Warrant Shares then issuable upon exercise of this Section 2.01(a)Warrant (or any successor Warrants) held by such owner or owners.

Demand Right. At Holder or after the Effectiveness Date, if there is no currently effective Shelf Registration Statement on file with the SEC, then except as provided any permitted assignee of Holder who holds in Section 2.02(a), one or more Holders (the “Demand Holders”) may, subject to Section 2.05(b), excess of 1,000,000 Registrable Securities may make a written request (a “Demand Notice”) to the Company for Registration registration of all or part a minimum of 1,000,000 of the Registrable Shares under the Securities held Act and the securities or "blue sky" laws of any jurisdictions designated by such Demand Holders, provided that such number the holder of Registrable Securities is at least equal to making such request (the Registrable Amount. Such registration shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”"Demand"). Each Demand Notice shall specify the aggregate amount number of Registrable Shares proposed to be sold and shall also specify the intended method of disposition thereof. Upon receipt of a Demand, the Company shall, as promptly as possible (but in no event later than 14 days prior to the filing of the registration statement relating to such Demand), give written notice of such Demand to all holders of Registrable Securities. Within 14 days after receipt of such notice, each holder of Registrable Securities shall notify the Company of the Demand Holders number of Registrable Shares, if any, that such holder wishes to be registered, the intended methods of disposition thereof and the identity of have included in the Demand Holder(s)Registration. Subject to Promptly upon receiving the Demand and in accordance with the procedures set forth in Section 2.05(b), after delivery 4 of such Demand Noticethis Agreement, the Company shall use its reasonable commercial efforts to effect the registration under the Securities Act of all Registrable Shares requested to be registered so as to permit the disposition thereof (x) shall file promptly (and, in any event, within (i) ninety (90) days accordance with the methods described in the case Demand). The registration of the Registrable Shares so effected by the Company pursuant to this Section is referred to herein as a request for a Long-Form Registration or (ii) thirty (30) days in "Demand Registration." Notwithstanding the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provided, however, that if a Demand Notice is delivered prior to the Effectiveness Dateforegoing, the Company shall not be obligated required to file (but shall i) effect more than two (2) Demand Registrations with respect to the Registrable Shares in the aggregate for Holder and all permitted assignees who are holders of Registrable Securities, (ii) effect any registration in any particular jurisdiction in which the Company would be obligated required to prepareexecute a general consent to service of process in effecting such registration unless the Company is already subject to service of process in such jurisdiction or (iii) such effect a Demand Registration Statement prior pursuant to a request for such received by the Effectiveness Date), and Company until ninety (y90) days shall use commercially reasonable efforts to cause such Demand Registration Statement to become have elapsed following the effective under date of a registration statement previously filed by the Securities Act. There shall be no limit on the number of Demand Notices that Holders may be permitted to issue Company pursuant to this Section 2.01(a)3.1. In addition, if (i) counsel to the Company (which counsel shall be experienced in securities law matters and of national reputation) has determined in good faith that the Company then is unable to comply with its disclosure obligations (because it would otherwise need to disclose material information which the Company has a BONA FIDE business purpose for preserving as confidential) or Commission requirements in connection with a registration statement and (ii) the Company shall have provided Holder notice of the determination contemplated by clause (i) above within five (5) Business Days of such determination, then the Company shall not be required to file a registration statement pursuant to this Section 3.1 for a period expiring upon the earlier to occur of (x) the date on which such material information is disclosed to the public or ceases to be material or the Company is able to comply with its disclosure obligations and Commission requirements or (y) 60 days after counsel to the Company makes such good faith determination.

Demand Right. At or after the Effectiveness Date, if there is no currently effective Shelf Registration Statement on file with the SEC, then except as provided in Section 2.02(a), one or more Holders (the “Demand Holders”) may, subject to Section 2.05(b), may make a written request (a “Demand Notice”) to demand for registration under the Company for Registration Securities Act of all or part of the Registrable Securities held by (a "Demand Registration") and upon such Demand Holders, provided that such number of Registrable Securities is at least equal to demand the Registrable Amount. Such registration Company shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies obligated to use such short form for the Registration of register such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify under the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, Act in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) accordance with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provisions of this Agreement; provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, (i) the Company shall not be obligated to file effect more than one Demand Registration for Holders in any twelve month period, and (but ii) the number of Registrable Securities proposed to be sold by the Holders making such written request either (i) shall be obligated all the Registrable Securities owned by all holders of Registrable Securities, or (ii) shall have an estimated market value at the time of such request (based upon the then market price of a share of Common Stock) of at least $1,000,000. The Company shall file any registration statement required by this Section 3.1(a) (a "Demand Registration Statement") with the SEC within thirty (30) days of receipt of the requisite Holder demand and shall use its reasonable efforts to prepare) cause the Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. The Company shall use its reasonable efforts to keep each such Demand Registration Statement prior continuously effective for a period of ninety (90) days, unless the offering pursuant to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such Demand Registration Statement is an underwritten offering and the managing underwriter requires that the Demand Registration Statement be kept effective for a longer period of time, in which event the Company shall maintain the effectiveness of the Demand Registration Statement for such longer period up to become effective under the Securities Act. There shall one hundred twenty (120) days (such period, in each case, to be no limit on extended by the number of Demand Notices that days, if any, during which Holders may be were not permitted to issue pursuant make offers or sales under the Demand Registration Statement by reason of Section 3.3 hereof). The Company may elect to include in any Demand Registration Statement additional shares of Common Stock to be issued by the Company , subject, in the case of an underwritten secondary Demand Registration, to cutback by the managing underwriters. A registration shall not constitute a Demand Registration under this Section 2.01(a)3.1(a) until the Demand Registration Statement has been declared effective.

Demand Right. At or after Subject to the Effectiveness Dateprovisions of Section 3.1 hereof, if there is no currently effective Shelf Registration Statement on file with the SEC, then except as provided in Section 2.02(a), one or more Holders (the “Demand Holders”) may, subject to Section 2.05(b), holders may make a written request (a “Demand Notice”) to demand for registration under the Company for Registration Securities Act of all or part of the Registrable Securities held by (a "Demand Registration") and upon such Demand Holders, provided that such number of Registrable Securities is at least equal to demand the Registrable Amount. Such registration Company shall be (i) on Form F-1 (a “Long-Form Registration”) or (ii) on Form F-3 (a “Short-Form Registration”) if the Company qualifies obligated to use such short form for the Registration of register such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify under the aggregate amount of Registrable Securities of the Demand Holders to be registered, the intended methods of disposition thereof and the identity of the Demand Holder(s). Subject to Section 2.05(b), after delivery of such Demand Notice, the Company (x) shall file promptly (and, Act in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) accordance with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”) (provisions of this Agreement; provided, however, that if a Demand Notice is delivered prior to the Effectiveness Date, (i) the Company shall not be obligated to file effect more than one Demand Registration for Holders in any twelve month period, and (but ii) the number of Registrable Securities proposed to be sold by the Holders making such written request either (i) shall be obligated all the Registrable Securities owned by all holders of Registrable Securities, or (ii) shall have an estimated market value at the time of such request (based upon the then market price of a share of Common Stock) of at least $2,000,000. The Company shall file any registration statement required by this Section 3.1(a) (a "Demand Registration Statement") with the SEC within thirty (30) days of receipt of the requisite Holder demand and shall use its reasonable efforts to prepare) cause the Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter. The Company shall use its reasonable efforts to keep each such Demand Registration Statement prior continuously effective for a period of ninety (90) days, unless the offering pursuant to the Effectiveness Date), and (y) shall use commercially reasonable efforts to cause such Demand Registration Statement is an underwritten offering and the managing underwriter requires that the Demand Registration Statement be kept effective for a longer period of time, in which event the Company shall maintain the effectiveness of the Demand Registration Statement for such longer period up to become effective under the Securities Act. There shall one hundred twenty (120) days (such period, in each case, to be no limit on extended by the number of Demand Notices that days, if any, during which Holders may be were not permitted to issue pursuant make offers or sales under the Demand Registration Statement by reason of Section 3.3 hereof). The Company may elect to include in any Demand Registration Statement additional shares of Common Stock to be issued by the Company, subject, in the case of an underwritten secondary Demand Registration, to cutback by the managing underwriters. A registration shall not constitute a Demand Registration under this Section 2.01(a)3.1(a) until the Demand Registration Statement has been declared effective.