Common use of Limitations on Demand Registrations Clause in Contracts

Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations. (b) The Company shall be entitled to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated).

Limitations on Demand Registrations. (ai) Each holder At any time after the completion date of the Registrable Securities Demerger, any Holder that owns at least 20,000 shares is a member of Series 2 Preferred the Prudential Affiliated Group shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any request an unlimited number of Shelf Demand Registrations. (bii) The Company At any time after the expiration of the Lock-Up Period, (x) any Holder that is a member of the Athene Affiliated Group, together with all other members of the Athene Affiliated Group, shall be entitled to postpone for a reasonable period of time not to exceed forty-five (45) days request no more than two Demand Registrations in the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delayaggregate; provided, however, that a request for a Demand Registration will not count for the purposes of this limitation if: (i) a member of the Athene Affiliated Group determines in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 120 days of the date that such registration statement is first filed with the SEC, (iii) prior to the sale of at least 75% of the Registrable Securities included in the registration relating to such Demand Registration request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Athene Affiliated Holder’s reasonable satisfaction within thirty days of the date of such order, (iv) more than 20% of the Registrable Securities requested by the Holders that are members of the Athene Affiliated Group to be included in the registration are not so included pursuant to Section 2.3(b), (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a default or breach thereunder by the Athene Affiliated Holders) or (vi) if the Company exercises a Suspension with respect to the Registration Statement relating to such request as provided in Section 2.9, and (y) Non-Affiliated Holders shall be entitled to request no more than two Demand Registrations in the aggregate. (iii) The Company shall not be entitled obligated to postpone filing a registration statement in response to a effect more than one Demand Registration for the twelve (12) months following the expiration of such fortyin any 90-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Any Demand Registration shall be reinstated)in addition to any registration on a Shelf Registration Statement.

Limitations on Demand Registrations. (aThe Demand Registration rights granted to the Holders in Section 3(a) Each holder of are subject to the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to following limitations: (i) either one (1the Company shall not be required to cause a registration pursuant to Section 3(a) Long-Form to be declared effective within a period of 90 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) Registration; and (ii) any number of Shelf Registrations. (b) The Company shall be entitled to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, if the Board of Directors of the Company determinesCompany, in its reasonable good faith judgment, determines that such any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (a business or financial transaction "VALID BUSINESS REASON"), the Company may postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days. Each Holder of substantial importance Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (ii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expenses) all copies, other than an underwritten public offering permanent file copies, then in such Holder's possession, of its securitiesthe prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall give any notice of postponement or withdrawal of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such postponement or withdrawal no longer exists (but in no event later than ninety (90) days after the date of the postponement), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by use its Board of Directors involving best efforts to promptly effect the Company, and registration under the Company promptly gives the holders Act of the Registrable Securities written notice of covered by the postponed or withdrawn registration statement in accordance with this Section 3 (unless the Holder(s) delivering the Demand Registration request shall have withdrawn such determinationrequest, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that in which case the Company shall not be entitled considered to postpone filing a have effected an effective registration statement in response to a Demand Registration for the twelve (12) months following the expiration purposes of this Agreement), and such forty-five day period. In the event the effectiveness of any registration statement is shall not be postponed or withdrawn pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty clause (30ii) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)above.

Limitations on Demand Registrations. (aThe Demand Registration rights granted to the Designated Holders in Section 3(a) Each holder of are subject to the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to following limitations: (i) either one (1) Long-Form each registration in respect of a Demand Registration or one (1) Short-Form must include Registrable Securities having an aggregate market value of at least [$5,000,000], which market value shall be determined by multiplying the number of Registrable Securities to be included in the Demand Registration by the proposed per share offering price; PROVIDED that the limitation set forth in accordance this clause (i) shall not be in effect at any time the Designated Holders' Registrable Securities are not able to be sold under Rule 144 under the Act because of the Company's failure to comply with Section 1.1(athe information requirements thereunder, unless at such time, the Company's outside counsel (which shall be reasonably acceptable to the Designated Holders requesting such registration) delivers a written opinion of counsel to such Designated Holders to the effect that such Designated Holders' Registrable Securities may be publicly offered and sold without registration under the Act; (ii) any number of Shelf Registrations. (b) The the Company shall not be entitled required to postpone for cause a reasonable registration pursuant to Section 3(a) to be declared effective within a period of time not to exceed forty-five (45) 150 days after the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") effective date of any registration statement otherwise required to be prepared and filed by it if, at of the time it receives Company effected in connection with a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, Registration; and (iii) if the Board of Directors of the Company determinesCompany, in its reasonable good faith judgment, determines that such any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (a business "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Company's Board of Directors, may cause such registration statement to be withdrawn and its effectiveness terminated or financial transaction may postpone amending or supplementing such registration statement. The Company shall give written notice of substantial importance its determination to postpone or withdraw a registration statement under Section 3(f)(iii) and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under Section 3(f)(iii) hereof more than once in any twelve-month period. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expenses) all copies, other than an underwritten public offering permanent file copies, then in such Holder's possession, of its securitiesthe prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall give any notice of postponement or withdrawal of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such postponement or withdrawal no longer exists (but in no event later than ninety (90) days after the date of the postponement), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by use its Board of Directors involving best efforts to promptly effect the Company, and registration under the Company promptly gives the holders Act of the Registrable Securities written notice of covered by the postponed or withdrawn registration statement in accordance with this Section 3 (unless the Designated Holder(s) delivering the Demand Registration request shall have withdrawn such determinationrequest, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that in which case the Company shall not be entitled considered to postpone filing a have effected an effective registration statement in response to a Demand Registration for the twelve (12) months following the expiration purposes of this Agreement), and such forty-five day period. In the event the effectiveness of any registration statement is shall not be postponed or withdrawn pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty clause (30iii) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)above.

Limitations on Demand Registrations. Each of (ax) Each holder the D. ▇. ▇▇▇▇ Investors, collectively, and (y) the GS Investors, collectively, shall be entitled to one Demand Registration in any consecutive 12-month period. Unless otherwise agreed by the Board, the Company will not be obligated to have a Registration Statement of the Company pursuant to a Demand Registration that is declared effective during the six-month period following the effective date of any other Registration Statement of the Company pursuant to a Demand Registration. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities that owns at least 20,000 shares requested to be included in such Demand Registration equals or exceeds US $100 million, unless otherwise agreed by the Board. No request for registration will count for the purposes of Series 2 Preferred shall be entitled to the limitations in this Section 1.1(b) if (i) either one the Requesting Holder(s) determine in good faith to withdraw (1prior to the effective date of the Registration Statement relating to such request) Long-Form Demand Registration the proposed registration due to marketing or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and regulatory reasons; (ii) any number of Shelf Registrations. (b) The Company shall be entitled the Registration Statement relating to postpone for a reasonable period of time such request is not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors within 180 days of the Company determines, in its reasonable good faith judgment, that date such registration would materially interfere Registration Statement is first filed with a business or financial transaction of substantial importance to the Company Commission (other than an underwritten public offering solely by reason of its securities), including, without limitation, any the Requesting Holder(s) having refused to proceed) and such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board Requesting Holder(s) withdraws the Registration Request prior to such Registration Statement being declared effective; (iii) prior to the sale of Directors involving the Company, and the Company promptly gives the holders 90 percent of the Registrable Securities written notice included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court for any reason and the Company fails to have such stop order, injunction, or other order or requirement removed, withdrawn, or resolved to the reasonable satisfaction of the Requesting Holder(s) within 30 days of the date of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delayorder; provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12iv) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders more than 50 percent of the Registrable Securities making requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1.1(f) below; or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied or waived (other than as a registration request shall have result of a material default or breach thereunder by any such Requesting Holder(s)). Notwithstanding the right to withdraw such Demand Registration request by giving written notice foregoing, to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawalextent permitted by Applicable Law, the right Company will pay all Registration Expenses in connection with any Registration Request pursuant to Section 1.1(a) regardless of whether or not such Registration Request counts towards the holders of the Registrable Securities to such Demand Registration shall be reinstated)limitation set forth above.

Limitations on Demand Registrations. The following limitations shall apply to Demand Registrations: (ai) Each holder GPC Fund shall be entitled to request a maximum of four (4) Demand Registrations. A registration or Shelf Take-Down shall not count as a Demand Registration until (1) the related Registration Statement has been declared effective by the SEC and (2) GPC Fund has been able to register or sell, as the case may be, at least 75% of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred requested to be included by it. (ii) AFMIC shall be entitled to request a maximum of three (i3) either Demand Registrations, provided however, that if AFMIC acquires any Registrable Securities under the Warrant Agreement or the Call Option Agreement it shall be entitled to request one (1) Longadditional Demand Registration. A registration or Shelf Take-Form Down shall not count as a Demand Registration or one until (1) Short-Form Demand the related Registration in accordance with Section 1.1(a) Statement has been declared effective by the SEC and (ii2) any number AFMIC has been able to register or sell, as the case may be, at least 75% of Shelf Registrationsthe Registrable Securities requested to be included by it. (biii) The Company shall not be entitled obligated to postpone for a reasonable period of time not effect, or to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of take any action to effect, any registration statement otherwise required or offering pursuant to this Section 2 if the Company has already effectuated three (3) Demand Registrations in the preceding 365-day period, provided that at least one of such Demand Registrations was requested by AFMIC or AFMIC sold 100% of the shares it requested to be prepared and filed by it if, at the time it receives registered in a Demand Registration request or at any time during in the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company preceding 365-day period. (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that the iv) The Company shall not be entitled obligated to postpone filing a effect, or to take any action to effect, any registration statement or offering that requires Substantial Marketing Efforts pursuant to this Section 2 more than two (2) times in response any 365-day period provided that at least one of such Demand Registrations was requested by AFMIC or AFMIC sold 100% of the shares it requested to be registered in a Demand Registration for in the twelve (12) months following the expiration of such fortypreceding 365-five day period. In the event the effectiveness of . (v) The Company shall not be obligated to effect, or to take any registration statement is postponed action to effect, more than two (2) Demand Registrations pursuant to this paragraphSection 2 in any 90-day period. (vi) The Company shall not be obligated to effect, the holder or holders of the to take any action to effect any Demand Registration with respect to Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty representing less than forty million dollars (30$40,000,000) days after receipt of the notice of postponement (and, or $20,000,000 in the event case of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)a Shelf Take-Down) in expected gross proceeds.

Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations. (b) The Company shall be entitled obligated to postpone effect no more than four Demand Registrations in total and no more than two such registrations in any twelve-month period. For purposes of the preceding sentence, registration shall not be deemed to have been effected (A) unless a registration statement with respect thereto has become effective, (B) if after such registration statement has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Selling Holders and such interference is not thereafter eliminated, or (C) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived by reason of a failure on the part of the Company, unless caused by a Selling Holder. If the Company shall have complied with its obligations under this Section 2, a right to demand a registration pursuant to Section 2(a) shall be deemed to have been satisfied upon the earlier of (X) the date as of which all of the Registrable Securities included therein shall have been disposed of pursuant to a registration statement, (Y) the date when all of the Registrable Securities covered by the Registration Statement cease to be Registrable Securities and (Z) the date as of which such Demand Registration shall have been Continuously Effective for a reasonable period of time not to exceed forty-five less than one hundred eighty (45180) days ("Minimum Effective Period"). (ii) Notwithstanding the declaration foregoing, the Demand Registration rights granted to the Holders in Section 2(a) are subject to the following limitations: (A) each registration in respect of effectiveness a Demand Registration must include Registrable Securities having an aggregate market value of at least $5,000,000, which market value shall be determined by multiplying the number of Registrable Securities to be included in the Demand Registration by the proposed per share offering price (provided that (x) the limitation set forth in this clause (A) shall not be in effect at any time the Holders' Registrable Securities are not able to be sold under Rule 144 because of the Company's failure to comply with the information requirements thereunder, unless at such time, the Company's counsel delivers a written opinion of counsel, which shall be in a form reasonably satisfactory to such Holder's counsel, to such Holders to the effect that such Holder's Registrable Securities may be publicly offered and Exchange Commission sold without registration under the Act and (y) if the "SEC"Underwriters' Representative or Agent advises the Company in writing that, in its opinion, the amount of securities requested to be included in such offering exceeds the amount which can be sold in such offering without adversely affecting the marketability of the offering, the minimum aggregate market value of Registrable Securities to be included in such Demand Registration may be reduced to the extent required, but in no event may the aggregate market value of the Registrable Securities included therein be lower than $2,000,000); (B) the Company shall not be required to cause a registration pursuant to Section 2(a) to be declared effective within a period of one hundred twenty (120) days of the effective date of any registration statement otherwise of the Company effected in connection with a Demand Registration, provided the Company has not breached its obligations under Section 2(a); (C) the Demand Registration rights contained herein shall be subject to the terms and conditions of the registration rights and other terms and conditions contained in Section 7.3 of the Preferred Share Purchase Agreement, dated as of June 16, 1997, as amended, between the Company, formerly known as California Real Estate Investment Trust, and Veqtor Finance Company, LLC, and Section 6 of the Registration Rights Agreement, dated as of July 28, 1998, among the Company, Vornado Realty L.P., EOP Operating Limited Partnership, Mellon Bank N.A., as trustee for General Motors Hourly-Rate Employees Pension Trust and Mellon Bank N.A., as trustee for General Motors Salaried Employees Pension Trust (the "Existing Registration Rights") and the Company shall not be required to cause a registration pursuant to Section 2(a) to be prepared and filed by it if, at the time it receives declared effective or to include any Registrable Securities in a Demand Registration request or hereunder to the extent not permitted by the Existing Registration Rights; (D) the Company shall not be required to file a registration statement at any time during the process of registration, prior to being October 11, 2004 nor have any registration statement declared effective by prior to November 11, 2004 if filed prior thereto unless Purchaser is permitted to sell, transfer or otherwise dispose of Registrable Securities prior to such time pursuant to Section 2.7 of the SEC, Securities Purchase Agreement; (E) the Board Company shall not be required to file a registration statement or to keep a registration statement effective and current and compliant with respect to applicable disclosure requirements and the Company shall be permitted to suspend the use of Directors any then effective registration statement if the Chief Executive Officer or the Chief Financial Officer of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance certifies to the Company (other than an underwritten public offering Holders in writing the existence of its securities)circumstances relating to a material pending development, including, without limitation, any such transaction involving but not limited to a pending or contemplated material acquisition, consolidation, acquisition or merger or corporate reorganization then pending other material transaction or proposed event, which would require additional disclosure by the Company in the registration statement of previously non-public material information which the Company in its Board of Directors involving the Company, good faith judgment has a bona fide business purpose for keeping confidential and the Company promptly gives nondisclosure of which in the holders of registration statement might cause the Registrable Securities written notice of such determination, containing a general registration statement of the reasons for such postponement and an approximation of the anticipated delayto fail to comply with applicable disclosure requirements; provided, however, that the Company may not delay the filing of a registration or documents necessary to keep an existing registration statement effective and current and compliant nor suspend the use thereof for such reason for more than ninety (90) days in the aggregate in any calendar year; and (F) the Company shall not be entitled required to postpone filing file a registration statement or to keep a registration statement effective and current and compliant and the Company shall be permitted to suspend the use of any then effective registration statement during the period starting with the date fifteen (15) days prior to the Company's good faith estimate, as certified in response writing by an executive officer of the Company to a Demand Registration the Holders, of the date of the proposed pricing of an underwritten public offering of equity securities of the Company for the twelve account of the Company whether covered by a prospectus under primary registration statement filed specifically for the proposed offering or a prospectus supplement under an effective primary shelf registration statement on file pursuant to Rule 415 under the Securities Act, and ending on the date ninety (1290) months days following the expiration consummation of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraphunderwritten public offering; provided, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (andhowever, in the event case of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated).foregoing clauses

Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations. (b) The Company shall be entitled obligated to postpone effect no more than four Demand Registrations in total and no more than two such registrations in any twelve-month period. For purposes of the preceding sentence, registration shall not be deemed to have been effected (A) unless a registration statement with respect thereto has become effective, (B) if after such registration statement has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Selling Holders and such interference is not thereafter eliminated, or (C) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived by reason of a failure on the part of the Company, unless caused by a Selling Holder. If the Company shall have complied with its obligations under this Section 2, a right to demand a registration pursuant to Section 2(a) shall be deemed to have been satisfied upon the earlier of (X) the date as of which all of the Registrable Securities included therein shall have been disposed of pursuant to a registration statement, (Y) the date when all of the Registrable Securities covered by the Registration Statement cease to be Registrable Securities and (Z) the date as of which such Demand Registration shall have been Continuously Effective for a reasonable period of time not to exceed forty-five less than one hundred eighty (45180) days ("Minimum Effective Period"). (ii) Notwithstanding the declaration foregoing, the Demand Registration rights granted to the Holders in Section 2(a) are subject to the following limitations: (A) each registration in respect of effectiveness a Demand Registration must include Registrable Securities having an aggregate market value of at least $5,000,000, which market value shall be determined by multiplying the number of Registrable Securities to be included in the Demand Registration by the proposed per share offering price (provided that (x) the limitation set forth in this clause (A) shall not be in effect at any time the Holders' Registrable Securities are not able to be sold under Rule 144 because of the Company's failure to comply with the information requirements thereunder, unless at such time, the Company's counsel delivers a written opinion of counsel, which shall be in a form reasonably satisfactory to such Holder's counsel, to such Holders to the effect that such Holder's Registrable Securities may be publicly offered and Exchange Commission sold without registration under the Act and (y) if the "SEC"Underwriters' Representative or Agent advises the Company in writing that, in its opinion, the amount of securities requested to be included in such offering exceeds the amount which can be sold in such offering without adversely affecting the marketability of the offering, the minimum aggregate market value of Registrable Securities to be included in such Demand Registration may be reduced to the extent required, but in no event may the aggregate market value of the Registrable Securities included therein be lower than $2,000,000); (B) the Company shall not be required to cause a registration pursuant to Section 2(a) to be declared effective within a period of one hundred twenty (120) days of the effective date of any registration statement otherwise of the Company effected in connection with a Demand Registration, provided the Company has not breached its obligations under Section 2(a); (C) the Demand Registration rights contained herein shall be subject to the terms and conditions of the registration rights and other terms and conditions contained in Section 7.3 of the Preferred Share Purchase Agreement, dated as of June 16, 1997, as amended, between the Company, formerly known as California Real Estate Investment Trust, and Veqtor Finance Company, LLC, and Section 6 of the Registration Rights Agreement, dated as of July 28, 1998, among the Company, Vornado Realty L.P., EOP Operating Limited Partnership, Mellon Bank N.A., as trustee for General Motors Hourly-Rate Employees Pension Trust and Mellon Bank N.A., as trustee for General Motors Salaried Employees Pension Trust (the "Existing Registration Rights") and the Company shall not be required to cause a registration pursuant to Section 2(a) to be prepared and filed by it if, at the time it receives declared effective or to include any Registrable Securities in a Demand Registration request or hereunder to the extent not permitted by the Existing Registration Rights; (D) the Company shall not be required to file a registration statement at any time during the process of registration, prior to being October 11, 2004 nor have any registration statement declared effective by prior to November 11, 2004 if filed prior thereto unless Purchaser is permitted to sell, transfer or otherwise dispose of Registrable Securities prior to such time pursuant to Section 2.7 of the SEC, Securities Purchase Agreement; (E) the Board Company shall not be required to file a registration statement or to keep a registration statement effective and current and compliant with respect to applicable disclosure requirements and the Company shall be permitted to suspend the use of Directors any then effective registration statement if the Chief Executive Officer or the Chief Financial Officer of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance certifies to the Company (other than an underwritten public offering Holders in writing the existence of its securities)circumstances relating to a material pending development, including, without limitation, any such transaction involving but not limited to a pending or contemplated material acquisition, consolidation, acquisition or merger or corporate reorganization then pending other material transaction or proposed event, which would require additional disclosure by the Company in the registration statement of previously non-public material information which the Company in its Board of Directors involving the Company, good faith judgment has a bona fide business purpose for keeping confidential and the Company promptly gives nondisclosure of which in the holders of registration statement might cause the Registrable Securities written notice of such determination, containing a general registration statement of the reasons for such postponement and an approximation of the anticipated delayto fail to comply with applicable disclosure requirements; provided, however, that the Company may not delay the filing of a registration or documents necessary to keep an existing registration statement effective and current and compliant nor suspend the use thereof for such reason for more than ninety (90) days in the aggregate in any calendar year; and (F) the Company shall not be entitled required to postpone filing file a registration statement or to keep a registration statement effective and current and compliant and the Company shall be permitted to suspend the use of any then effective registration statement during the period starting with the date fifteen (15) days prior to the Company's good faith estimate, as certified in response writing by an executive officer of the Company to a Demand Registration the Holders, of the date of the proposed pricing of an underwritten public offering of equity securities of the Company for the twelve account of the Company whether covered by a prospectus under primary registration statement filed specifically for the proposed offering or a prospectus supplement under an effective primary shelf registration statement on file pursuant to Rule 415 under the Securities Act, and ending on the date ninety (1290) months days following the expiration consummation of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraphunderwritten public offering; provided, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (andhowever, in the event case of foregoing clauses (E) and (F), the Minimum Effective Period shall be extended by the aggregate number of days of such withdrawal, the right period of the holders of the Registrable Securities to such Demand Registration shall be reinstated)restriction.

Limitations on Demand Registrations. (a) Each holder The rights of the Registrable Securities that owns at least 20,000 shares Holders to effect a Demand Registration shall be limited as follows: 3.2.1 Except as set forth in subparagraph 3.2.2, the Company shall not be required to effect more than one Demand Registration. 3.2.2 Notwithstanding subparagraph 3.2.1 and subject to the provisions of Series 2 Preferred paragraph 3.3 hereof, the Holders shall be entitled to two (i2) either one (1) LongDemand Registrations at the Company's expense on Form 5-Form 3 or any similar short-form registration, provided that the Company qualifies for such short-form registration, and provided further that any Demand Registration or pursuant to this subparagraph 3.2.2 shall not be counted as one (1) Short-Form of the Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf RegistrationsRegistrations allowed under subparagraph 3.2.1 above. (b) The Company 3.2.3 Notwithstanding subparagraph 3.2.2, the Holders shall be entitled to postpone for an unlimited number of Demand Registrations at their own expense on any applicable form of registration. 3.2.4 The Company shall not be obligated to effect a reasonable registration, qualification, or compliance under this Article 3 during the period of time not to exceed forty-five starting sixty (4560) days prior to the declaration Company's good faith estimate of effectiveness by the Securities date of filing of; and Exchange Commission ending. on a date one hundred eighty (180) days following the "SEC") effective date of, a Company- initiated registration (other than a registration of any securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively and in good faith employing all reasonable efforts to cause such registration statement otherwise required to become effective and to continue to be prepared and filed by it if, at the time it receives effective as set forth in Paragraph 4.1.1 hereof. 3.2.5 The Company will not be deemed to have provided a Demand Registration request or at hereunder unless, in addition to the satisfaction of any time during the process of registrationother conditions required by this Agreement, prior to being declared effective such registration has become effective. 3.2.6 Any Demand Registration must be firmly underwritten by underwriters selected by the SECInitiating Holders, subject to the approval of the Company, which approval shall not be unreasonably withheld, and the Company and the Initiating Holders shall obtain the commitment of such underwriter to firmly underwrite the offering. 3.2.7 If the Company shall furnish to the Holders making such Demand a certificate signed by the President of the Company stating that, in the unanimous good faith judgment of the Board of Directors of the Company determinesCompany, in its reasonable good faith judgment, that such registration it would materially interfere with a business or financial transaction of substantial importance be seriously detrimental to the Company (other than an underwritten public offering of and its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons shareholders for such postponement and an approximation of Registration Statement to be filed at the anticipated delay; provideddate filing would be required hereunder, however, that then the Company shall have an additional period of not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve more than ninety (12) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (3090) days after receipt of the notice of postponement (and, in the event of within which to file such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)Statement.

Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1The Company will not be obligated to effect more than two Demand Registrations pursuant to Section 3.1(a) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and of this Agreement. (ii) Any registration initiated by Holders as a Demand Registration pursuant to Section 3.1(a) hereof will not count as a Demand Registration for purposes of Section 3.1(b)(i) of this Agreement if (A) any number shares are included in such registration for the account of Shelf Registrationsthe Company and/or stockholders other than Holders, or (B) such registration does not become effective or at least 50% of all Registrable Securities held by Holders and requested by them to be included in such registration are not actually sold pursuant to such registration. (biii) The Company shall will not be entitled obligated to postpone for a reasonable effect the Demand Registration of any Registrable Securities pursuant to Section 3.1(a) hereof during the period commencing on the date falling 90 days prior to the Company’s estimated date of time not to exceed forty-five (45) filing of, and ending on the date 180 days following the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of effective date of, any registration statement otherwise required pertaining to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective registration initiated by the SECCompany, for the Board of Directors account of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company and/or stockholders other than Holders (other than with respect to securities registered solely in connection with acquisitions, employee benefit plans and the like), if the written request of Holders for such Demand Registration pursuant to Section 3.1(a) hereof is received by the Company after the Company has given to all Holders a written notice stating that the Company is commencing an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed registration initiated by its Board of Directors involving the Company, and the Company promptly gives and provides reasonable evidence that it commenced activities directly related to such filing before receiving the holders written request of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delayHolders; provided, however, that the Company shall will use its best efforts in good faith to cause any such registration statement to be filed and to become effective as expeditiously as is reasonably possible. (iv) The Company will not be entitled obligated to postpone filing a registration statement in response to a effect any Demand Registration of Registrable Securities for any 90-day period following receipt of any written request for registration if, in the twelve (12) months following good faith judgment of the expiration Board of such forty-five day period. In Directors, the event the effectiveness filing of any registration statement during such 90-day period would adversely affect a material proposed or pending acquisition, merger or similar corporate event to which the Company is postponed or expects to be party. The Company may rely on this Section 3.1(b)(iv) only one time during any 12-month period whether in connection with a registration pursuant to this paragraph, the holder Section 3.1(a) or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstatedSection 3.9(a).

Limitations on Demand Registrations. (a) Each holder of Notwithstanding the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred foregoing, the Company shall not be entitled obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 3: (i) either In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (A) With respect to a request initiated by a General Atlantic Stockholder after the Company has effected two (2) such registrations for the General Atlantic Stockholders pursuant to this Section 3, each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; (B) with respect to a request initiated by an Existing Stockholder, after the Company has effected two (2) such registrations for the Existing Stockholders pursuant to this Section 3, each such registration has been declared or ordered effective and the securities offered pursuant to each such registration have been sold; and (C) with respect to a request initiated by a TCI Stockholder, after the Company has effected one (1) Long-Form Demand Registration such registration for the TCI Stockholders pursuant to this Section 3, such registration has been declared or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) ordered effective and (ii) any number of Shelf Registrations.the securities offered pursuant to each such registration have been sold; (biii) The During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of (which date the Company shall be entitled to postpone for a reasonable period notify the Designated Holders of time not to exceed forty-five less that sixty (4560) days prior thereto), and ending on the declaration date one hundred eighty (180) days immediately following the effective date of, any Registration Statement pertaining to securities of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than a registration of securities in a transaction under Rule 145 (or any successor provision then in effect) under the Securities Act or with respect to an underwritten public offering of its securitiesemployee stock option, stock purchase or similar plan), includingprovided that the Company is actively employing in good faith all reasonable efforts to cause such Registration Statement to become effective and that the Company's estimate of the date of filing such Registration Statement is made in good faith; (iv) If the Company shall furnish to the Initiating Holders a certificate, without limitationsigned by the Chief Executive Officer or Chief Financial Officer of the Company, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its stating that in the good faith judgment of the Board of Directors involving it would be seriously detrimental to the Company or its stockholders for a Registration Statement to be filed in the near future, then the Company's obligation to use its best efforts to register, and qualify or comply under this Section 3 shall be deferred for a period not to exceed ninety (90) days from the Company promptly gives date of receipt of written request from the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delayInitiating Holders; provided, however, that the Company shall may not be entitled to postpone filing a registration statement utilize this right more than once in response to a Demand Registration for the any twelve (12) months following the expiration of such forty-five day month period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated).

Limitations on Demand Registrations. (aThe Demand Registration ----------------------------------- rights granted to the Holders in Section 3(a) Each holder of are subject to the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to following limitations: (i) either one (1) Long-Form each registration in respect of a Demand Registration or one (1) Short-Form must include Registrable Securities having an aggregate market value of at least $5,000,000.00, which market value shall be determined by multiplying the number of Registrable Securities to be included in the Demand Registration by the proposed per share offering price (provided that the limitation set forth in accordance this clause (i) shall not be in effect at any time the Holders' Registrable Securities are not able to be sold under Rule 144 under the Act because of the Company's failure to comply with Section 1.1(athe information requirements thereunder, unless at such time, the Company's outside counsel (which shall be reasonably acceptable to the Holders requesting such registration) delivers a written opinion of counsel to such Holders to the effect that such Holders' Registrable Securities may be publicly offered and sold without registration under the Act); (ii) any number of Shelf Registrations. (b) The the Company shall not be entitled required to postpone for cause a reasonable registration pursuant to Section 3(a) to be declared effective within a period of time not to exceed forty-five (45) 150 days after the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") effective date of any registration statement otherwise required to be prepared and filed by it if, at of the time it receives Company effected in connection with a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, Registration; and (iii) if the Board of Directors of the Company determinesCompany, in its reasonable good faith judgment, determines that such any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries (a business "VALID BUSINESS -------------- REASON"), the Company may (x) postpone filing a registration statement relating ------ to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and,(y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Company's Board of Directors, such majority to include at least one director affiliated with WSDF, may cause such registration statement to be withdrawn and its effectiveness terminated or financial transaction may postpone amending or supplementing such registration statement; the Company shall give written notice of substantial importance its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under Section 3(f)(iii) hereof more than once in any twelve-month period. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expenses) all copies, other than an underwritten public offering permanent file copies, then in such Holder's possession, of its securitiesthe prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall give any notice of postponement or withdrawal of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such postponement or withdrawal no longer exists (but in no event no later than ninety (90) days after the date of the postponement), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by use its Board of Directors involving best efforts to promptly effect the Company, and registration under the Company promptly gives the holders Act of the Registrable Securities written notice of covered by the postponed or withdrawn registration statement in accordance with this Section 3 (unless the Holder(s) delivering the Demand Registration request shall have withdrawn such determinationrequest, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that in which case the Company shall not be entitled considered to postpone filing a have effected an effective registration statement in response to a Demand Registration for the twelve (12) months following the expiration purposes of this Agreement), and such forty-five day period. In the event the effectiveness of any registration statement is shall not be postponed or withdrawn pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty clause (30iii) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)above.

Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations. (b) The Company shall not be entitled required to postpone for a reasonable period register in any one Demand Registration an amount of time not to exceed forty-Registration Shares (as such term is defined herein) that is less than five percent (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC"5%) of any registration statement otherwise required to be prepared the issued and filed by outstanding Common Shares. (ii) A Demand Registration will not count as such until it if, at the time it receives has become effective (a Demand Registration request or at any time during will, however, count as such if, after the process filing of registration, prior to being declared effective by the SECa registration statement, the Board failure of Directors such registration statement to become effective is due to the actions of the Company determinesInvestors or if, in its reasonable good faith judgmentonce effective, that such the effectiveness of a registration would materially interfere with a business or financial transaction statement is withdrawn because of substantial importance to the Company (other than an underwritten public offering of its securitiesInvestor's actions), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, howeverthat in any event, that the Company shall not be entitled to postpone filing a will pay all Registration Expenses in connection with any registration statement in response to initiated as a Demand Registration for whether or not it has become effective. (iii) The right of SWIB to request any Demand Registration provided in Section 1(b) shall terminate at such time as SWIB's beneficial ownership of Common Shares (taking into account only the twelve Common Shares that SWIB beneficially owns as of the date hereof and continues to own at such time) constitutes less than five percent (125%) months following of the expiration then issued and outstanding Common Shares. The right of MIVC to participate in any Demand Registration provided in Section 1(b) shall terminate at such time as MIVC's beneficial ownership of Common Shares (taking into account only the Common Shares that MIVC beneficially owns as of the date hereof and continues to own at such time) constitutes less than five percent (5%) of the then issued and outstanding Common Shares. (iv) A Demand Registration that is an underwritten offering, even if it has become effective, will not count as such if the principal closing of such forty-five day period. In offering does not occur due to factors beyond the event the effectiveness of any registration statement is postponed pursuant to this paragraph, the holder or holders control of the Registrable Securities making a registration request shall have Investors. A Demand Registration that is not an underwritten offering, even if it has become effective, will not count as such if the right Investors are unable to withdraw sell at least eighty percent (80%) of the Common Shares included as the Investor's portion of the Shareholder Common Shares registered in such Demand Registration due to factors beyond the control of the Investors. (v) The Investors shall not request a Demand Registration until a period of six (6) months has elapsed following the sale of any Common Shares by giving written notice an Investor pursuant to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such IPO or a prior Demand Registration shall be reinstated)or Piggyback Registration.

Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations. (b) The Company shall be entitled obligated to postpone effect no more than three Demand Registrations for each Holder. For purposes of the preceding sentence, registration shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective, (ii) if after such registration statement has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Selling Holders and such interference is not thereafter eliminated, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of the Selling Holders. If the Company shall have complied with its obligations under this Section 2, a right to demand a registration pursuant to Section 2(a) shall be deemed to have been satisfied upon the earlier of (x) the date as of which all of the Registrable Securities included therein shall have been disposed of pursuant to a registration statement, and (y) the date as of which such Demand Registration shall have been Continuously Effective for a reasonable period of time not less than 270 days ("Minimum Effective Period"), provided no stop order or similar order, or proceedings for such an order, is thereafter entered or initiated. (ii) Notwithstanding the foregoing, the Demand Registration rights granted to exceed forty-five the Holders in Section 2(a) are subject to the following limitations: (45i) days each registration in respect of a Demand Registration must include Registrable Securities having an aggregate market value of at least $5,000,000, which market value shall be determined by multiplying the declaration number of effectiveness Registrable Securities to be included in the Demand Registration by the proposed per share offering price (provided that the limitation set forth in this clause (i) shall not be in effect at any time the Holders' Registrable Securities are not able to be sold under Rule 144 because of the Company's failure to comply with the information requirements thereunder, unless at such time, the Company's counsel delivers a written opinion of counsel, which shall be in a form reasonably satisfactory to such Holders' counsel, to such Holders to the effect that such Holders' Registrable Securities may be publicly offered and Exchange Commission sold without registration under the Act); (ii) the "SEC"Company shall not be required to cause a registration pursuant to Section 2(a) to be declared effective within a period of 120 days after the effective date of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determineseffected in connection with a Demand Registration, provided the Company has not breached its obligations under Section 2(a); and (iii) the Company shall not be required to file a registration statement or to keep a registration statement effective and current with respect to applicable disclosure requirements if the negotiation or consummation of a material transaction is pending or an event has occurred, which negotiation, transaction or event would require additional disclosure by the Company in the registration statement of previously non-public material information which the Company in its reasonable good faith judgment, that such registration would materially interfere with judgment has a bona fide business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, purpose for keeping confidential and the Company promptly gives nondisclosure of which in the holders of registration statement might cause the Registrable Securities written notice of such determination, containing a general registration statement of the reasons for such postponement and an approximation of the anticipated delayto fail to comply with applicable disclosure requirements; provided, however, that the Company shall may not be entitled to postpone delay the filing of a registration statement in response or documents necessary to a Demand Registration for the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness of any keep an existing registration statement is postponed effective and current, for such reason for more than 75 days in any calender year. (iii) Whenever the Company shall effect a registration pursuant to this paragraphSection 2 in connection with an underwritten offering by one or more Selling Holders of Registrable Securities, if the Underwriters' Representative or Agent advises each such Selling Holder in writing that, in its opinion, the holder amount of securities requested to be included in such offering (whether by Selling Holders or holders others) exceeds the amount which can be sold in such offering within a price range acceptable to the Majority Selling Holders, Registrable Securities shall be included in such offering and the related registration to the extent of the Registrable Securities making amount which can be sold within such price range, and on a registration request shall have pro rata based on the right to withdraw such Demand Registration request by giving written notice estimated gross proceeds from the sale thereof among all the Selling Holders and all other securities being registered pursuant to the Company within thirty (30) days after receipt exercise of Contractual rights comparable to the notice of postponement (and, rights granted in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)Section 4 hereof.

Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred Designated Holder shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form prior to the first anniversary of the date of this Agreement, and each such Demand Registration shall be with respect to a minimum anticipated aggregate offering price of Registrable Securities (calculated based upon the Market Price of the Common Shares on the proposed date of filing of a New Registration Statement or, in accordance with Section 1.1(athe case of an Existing Shelf Registration Statement, on the date of the Registration Notice) and (ii) any number of Shelf Registrations. (b) The Company $10,000,000. A Designated Holder shall be entitled to postpone up to two additional Demand Registrations of Registrable Securities if such Designated Holder (which, for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it ifthis purpose, shall include all Management Holders who collectively exercise their Demand Registration rights at the time it receives a Demand Registration request or at any time during the process same time) then owns in excess of registration, prior to being declared effective by the SEC, the Board of Directors 5.0% of the Company determinesthen outstanding Common Shares, in taking into account the completion of the sale of Registrable Securities pursuant to his/her or its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securitiesprevious Demand Registration(s), includingif any, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization is then pending or proposed by its Board an Affiliate of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that in the event that a Designated Holder who or which is not an Affiliate of the Company shall not be entitled elects to postpone filing a registration statement in response to exercise a Demand Registration for at such time when such Designated Holder owns less than 8.0%, but more than 5.0%, of the twelve (12) months following then outstanding Common Shares, taking into account the expiration completion of such forty-five day period. In the event the effectiveness sale of any registration statement is postponed Registrable Securities pursuant to this paragraphhis/her or its previous Demand Registration(s), if any, in each case, after the holder or holders first anniversary of the Registrable Securities making a registration request date of this Agreement, then such Designated Holder shall be deemed to have the waived its or his/her right to withdraw such any and all additional Demand Registrations under this Agreement. Notwithstanding the foregoing, a Designated Holder may not exercise any Demand Registration request by giving written notice to the Company rights within thirty (30) 60 days after receipt following such Designated Holder’s prior exercise of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such a Demand Registration shall be reinstated)right.

Limitations on Demand Registrations. (a) Each holder of the Registrable Securities that owns at least 20,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations. (b) The Company shall be entitled obligated to postpone effect no more than four Demand Registrations in total and no more than two such registrations in any twelve-month period. For purposes of the preceding sentence, registration shall not be deemed to have been effected (A) unless a registration statement with respect thereto has become effective, (B) if after such registration statement has become effective, such registration or the related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Selling Holders and such interference is not thereafter eliminated, or (C) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived by reason of a failure on the part of the Company, unless caused by a Selling Holder. If the Company shall have complied with its obligations under this Section 2, a right to demand a registration pursuant to Section 2(a) shall be deemed to have been satisfied upon the earlier of (X) the date as of which all of the Registrable Securities included therein shall have been disposed of pursuant to a registration statement, (Y) the date when all of the Registrable Securities covered by the Registration Statement cease to be Registrable Securities and (Z) the date as of which such Demand Registration shall have been Continuously Effective for a reasonable period of time not to exceed forty-five less than one hundred eighty (45180) days ("MINIMUM EFFECTIVE PERIOD"). (ii) Notwithstanding the declaration foregoing, the Demand Registration rights granted to the Holders in Section 2(a) are subject to the following limitations: (A) each registration in respect of effectiveness a Demand Registration must include Registrable Securities having an aggregate market value of at least $5,000,000, which market value shall be determined by multiplying the number of Registrable Securities to be included in the Demand Registration by the proposed per share offering price (provided that (x) the limitation set forth in this clause (A) shall not be in effect at any time the Holders' Registrable Securities are not able to be sold under Rule 144 because of the Company's failure to comply with the information requirements thereunder, unless at such time, the Company's counsel delivers a written opinion of counsel, which shall be in a form reasonably satisfactory to such Holder's counsel, to such Holders to the effect that such Holder's Registrable Securities may be publicly offered and Exchange Commission sold without registration under the Act and (y) if the "SEC"Underwriters' Representative or Agent advises the Company in writing that, in its opinion, the amount of securities requested to be included in such offering exceeds the amount which can be sold in such offering without adversely affecting the marketability of the offering, the minimum aggregate market value of Registrable Securities to be included in such Demand Registration may be reduced to the extent required, but in no event may the aggregate market value of the Registrable Securities included therein be lower than $2,000,000); (B) the Company shall not be required to cause a registration pursuant to Section 2(a) to be declared effective within a period of one hundred twenty (120) days of the effective date of any registration statement otherwise of the Company effected in connection with a Demand Registration, provided the Company has not breached its obligations under Section 2(a); (C) the Demand Registration rights contained herein shall be subject to the terms and conditions of the registration rights and other terms and conditions contained in Section 7.3 of the Preferred Share Purchase Agreement, dated as of June 16, 1997, as amended, between the Company, formerly known as California Real Estate Investment Trust, and Veqtor Finance Company, LLC, and Section 6 of the Registration Rights Agreement, dated as of July 28, 1998, among the Company, Vornado Realty L.P., EOP Operating Limited Partnership, Mellon Bank N.A., as trustee for General Motors Hourly-Rate Employees Pension Trust and Mellon Bank N.A., as trustee for General Motors Salaried Employees Pension Trust (the "EXISTING REGISTRATION RIGHTS") and the Company shall not be required to cause a registration pursuant to Section 2(a) to be prepared and filed by it if, at the time it receives declared effective or to include any Registrable Securities in a Demand Registration request or hereunder to the extent not permitted by the Existing Registration Rights; (D) the Company shall not be required to file a registration statement at any time during the process of registration, prior to being October 11, 2004 nor have any registration statement declared effective by prior to November 11, 2004 if filed prior thereto unless Purchaser is permitted to sell, transfer or otherwise dispose of Registrable Securities prior to such time pursuant to Section 2.7 of the SEC, Securities Purchase Agreement; (E) the Board Company shall not be required to file a registration statement or to keep a registration statement effective and current and compliant with respect to applicable disclosure requirements and the Company shall be permitted to suspend the use of Directors any then effective registration statement if the Chief Executive Officer or the Chief Financial Officer of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance certifies to the Company (other than an underwritten public offering Holders in writing the existence of its securities)circumstances relating to a material pending development, including, without limitation, any such transaction involving but not limited to a pending or contemplated material acquisition, consolidation, acquisition or merger or corporate reorganization then pending other material transaction or proposed event, which would require additional disclosure by the Company in the registration statement of previously non-public material information which the Company in its Board of Directors involving the Company, good faith judgment has a bona fide business purpose for keeping confidential and the Company promptly gives nondisclosure of which in the holders of registration statement might cause the Registrable Securities written notice of such determination, containing a general registration statement of the reasons for such postponement and an approximation of the anticipated delayto fail to comply with applicable disclosure requirements; provided, however, that the Company may not delay the filing of a registration or documents necessary to keep an existing registration statement effective and current and compliant nor suspend the use thereof for such reason for more than ninety (90) days in the aggregate in any calendar year; and (F) the Company shall not be entitled required to postpone filing file a registration statement or to keep a registration statement effective and current and compliant and the Company shall be permitted to suspend the use of any then effective registration statement during the period starting with the date fifteen (15) days prior to the Company's good faith estimate, as certified in response writing by an executive officer of the Company to a Demand Registration the Holders, of the date of the proposed pricing of an underwritten public offering of equity securities of the Company for the twelve account of the Company whether covered by a prospectus under primary registration statement filed specifically for the proposed offering or a prospectus supplement under an effective primary shelf registration statement on file pursuant to Rule 415 under the Securities Act, and ending on the date ninety (1290) months days following the expiration consummation of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraphunderwritten public offering; provided, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (andhowever, in the event case of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated).foregoing clauses

Limitations on Demand Registrations. The Company shall not be obligated to effect any registration pursuant to this Section 2(b): (aA) Each holder within one hundred and eighty (180) days following the effective date of any underwritten public offering of the Company's securities; (B) for a period of one hundred and eighty (180) days following the date of the Board resolution described in this clause (B), if the Company furnishes to the Initial Holders requesting the filing of a registration statement pursuant to this Section 2(b) a certificate signed by the President or Chief Executive Officer of the Company stating that the Board has passed a resolution authorizing the Company to register any of its equity securities for its own account and the Company is in the process of effecting such registration (it being understood that the limitation described in this clause (B) shall not affect any Initial Holder's rights with respect to a registration effected pursuant to Section 2(c)); (C) in any particular jurisdiction in which the Company would be required as a result of such registration to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this clause (C), (y) subject itself to taxation or regulation of its insurance business in any such jurisdiction other than Bermuda or (z) consent to service of process in such jurisdiction; (D) if, with respect to a registration requested by an Initiating Holder pursuant to Section 2(b)(i)(x) hereof, the Registrable Securities that owns requested by the Initiating Holder to be registered pursuant to such request do not have an anticipated aggregate public offering price (net of underwriting discounts and commissions) of (1) in the case of a request made after the fifth anniversary of the date of this Agreement and before a Qualified Public Offering, at least 20,000 shares US$150,000,000 and (2) in the case of Series 2 Preferred shall be entitled a request made after a Qualified Public Offering, at least US$25,000,000; (E) if (x) with respect to (ia Long-Form Registration requested by an Initiating Holder pursuant to Section 2(b)(i)(x) either hereof, one (1) prior Long-Form Demand Registration or one has been effected pursuant to a request by any Initiating Holder pursuant to Section 2(b)(i)(x) hereof, (1y) with respect to a Short-Form Demand Registration in accordance with requested by an Initiating Holder pursuant to Section 1.1(a2(b)(i)(x) hereof, two (2) prior Short-Form Registrations have been effected pursuant to requests by any Initiating Holders pursuant to Section 2(b)(i)(x) hereof, and (iiz) any number of Shelf Registrations. (bwith respect to a shelf registration requested by an Initial Holder pursuant to Section 2(b)(i)(y) The Company shall be entitled to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitationhereof, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, and the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay; provided, however, that the Company shall not be entitled to postpone filing a registration statement in response prior shelf registrations have been effected pursuant to a Demand Registration for the twelve (12) months following the expiration of request by such forty-five day period. In the event the effectiveness of any registration statement is postponed Initial Holder pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30Section 2(b)(i)(y) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)hereof.

Limitations on Demand Registrations. The Corporation shall not be required to cause a Demand Registration to be effected or to take any other action pursuant to Section 2 of this Agreement: (a) Each holder within a period of 180 days after the effective date of any registration statement of the Corporation (other than a "shelf" registration statement pursuant to Rule 415 under the 1933 Act or relating to any employee stock option or stock purchase or similar plan or relating to any dividend reinvestment plan) under the 1933 Act or the date of any receipt for a prospectus of the Corporation issued under the Canadian securities laws, in either case covering securities of or convertible into the same class as any Registrable Securities that owns at least 20,000 shares Shares, if prohibited by the underwriting or agency agreement relating to distribution of Series 2 Preferred shall be entitled Shares pursuant to the initial public offering of the Shares (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf Registrations.such longer period as required by such underwriting or agency agreement); (b) The Company shall be entitled if the Corporation provides notice to postpone the Requesting Holder(s) within 30 days of the request for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request or at any time during that the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, Corporation is actively engaged in its reasonable good faith judgment, that such registration would materially interfere with pursuing a business or financial transaction of substantial importance to the Company (other than an firmly underwritten public offering of its securities)Shares in which the Holders may include Registrable Shares pursuant to Section 9 or 10 of this Agreement; (c) if the Corporation provides to the Requesting Holders a certificate signed by the Chief Executive Officer of the Corporation stating that, including, without limitation, any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its in the good faith judgment of the Corporation's Board of Directors involving Directors, it would not be in the Company, and the Company promptly gives the holders best interests of the Registrable Securities written notice Corporation and its shareholders for a prospectus or registration statement (as applicable) to be filed at such time and it is therefore appropriate to defer the filing of such determinationprospectus or registration statement, containing a general statement of in which case the reasons Corporation may direct that such request for such postponement and an approximation of the anticipated delay; provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration be delayed for a period not in excess of 90 days, provided that such right to delay a request may be exercised by the Corporation no more than once in any twelve month period; or (12d) months following prior to such time as the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraphShares have been accepted for trading by The Toronto Stock Exchange, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawalMontreal Exchange, the right of New York Stock Exchange or the holders of Nasdaq Stock Market Inc. for trading through either the Registrable Securities to such Demand Registration shall be reinstated)Nasdaq SmallCap Market or the Nasdaq National Market.

Limitations on Demand Registrations. The Holders will be entitled to initiate up to an aggregate of three (a3) Each holder Demand Registrations, and the Company will not be obligated to effect more than one Demand Registration in any six month period provided each such request provides for the registration of at least 20% of the Registrable Securities that owns then held by all of the Holders or is reasonably expected to result in aggregate gross proceeds of at least 20,000 shares of Series 2 Preferred shall be entitled $25 million. Upon filing a Registration Statement, the Company will use its reasonable best efforts to (i) either one (1) Long-Form keep such Registration Statement effective with the SEC at all times during the applicable Registration Period. No request for a Demand Registration will count for the purposes of the limitations in this Section 5 if (a) the Holders Representative determines in good faith to withdraw the proposed registration prior to the effectiveness of the Registration Statement relating to such request (or one (1) to terminate the underwritten offering prior to execution of the underwriting agreement or purchase agreement for any Demand Registration to be effected under any Short-Form Demand Registration in accordance with Section 1.1(aRegistration) and (ii) any number of Shelf Registrations. (b) The Company shall be entitled due to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") of any registration statement otherwise required to be prepared and filed by it if, at the time it receives a Demand Registration request marketing conditions or at any time during the process of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determines, in its reasonable good faith judgment, that such registration would materially interfere with a business or financial transaction of substantial importance regulatory reasons relating to the Company (provided that this clause (a) shall cease to apply to any Holder that has previously withdrawn a proposed registration, or terminated an underwritten offering prior to execution of an underwriting agreement or purchase agreement for any Demand Registration to be effected under a Short-Form Registration), (b) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first filed with the SEC (other than an underwritten public offering solely by reason of its securities), including, without limitation, the Holder having refused to proceed or provide any such transaction involving a material acquisition, consolidation, merger or corporate reorganization then pending or proposed by its Board of Directors involving the Company, required information for inclusion therein) and the Company promptly gives Holder withdraws the holders Registration Request prior to such Registration Statement being declared effective, (c) prior to the sale of at least 90% of the Registrable Securities written notice of included in the applicable registration relating to such determinationrequest, containing a general statement such registration is adversely affected by any stop order, injunction or other order or requirement of the reasons SEC or other governmental agency or court for such postponement any reason and an approximation of the anticipated delay; provided, however, that the Company shall not be entitled fails to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of have such forty-five day period. In the event the effectiveness of any registration statement is postponed pursuant to this paragraphstop order, the holder injunction or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice other order or requirement removed, withdrawn or resolved to the Company Holder’s reasonable satisfaction within thirty (30) days after receipt of the notice date of postponement such order, or (and, d) the conditions to closing specified in the event underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of such withdrawala material default or breach thereunder by the Holder). Notwithstanding the foregoing, the right Company will pay all Registration Expenses in connection with any request for registration pursuant to Section 5 regardless of whether or not such request counts toward the holders of the Registrable Securities to such Demand limitation set forth above. No Piggyback Registration shall be reinstated)count for purposes of this limitation.

Limitations on Demand Registrations. (ai) Each holder The Investors holding Registrable Securities, as a group, will be entitled to require the Company to effect, pursuant to Section 2(a) hereof, (A) an unlimited number of Demand Registrations on Form S-3 and (B) one (1) Demand Registration on any of Form ▇-▇, ▇▇▇▇ ▇-▇, Form SB-1 or Form SB-2 as may at the time of such request be available to the Company; provided, however, that no registration under Section 2(a) hereof may be demanded within six (6) months after the completion of any other registration under Section 2(a) or Section 3(a) hereof. The Company will be obligated to pay all Registration Expenses (as that term is defined in Section 7 hereof) of each such registration which constitutes a Demand Registration for purposes of this Section 2. (ii) The Company shall not be obligated or required to effect any Demand Registration of any Registrable Securities (A) pursuant to Section 2(b)(i)(A) hereof unless and until the Investors shall have requested, pursuant to Section 2(a)(ii) hereof, the inclusion in such Demand Registration of not less than 1/5 of the Registrable Securities that owns at least 20,000 or (B) pursuant to Section 2(b)(i)(B) hereof unless and until the Investors shall have requested, pursuant to Section 2(a)(ii) hereof, the inclusion in such Demand Registration of not less than 500,000 shares of Series 2 Preferred shall be entitled to (i) either one (1) Long-Form Demand Registration or one (1) Short-Form Demand Registration in accordance with Section 1.1(a) and (ii) any number of Shelf RegistrationsRegistrable Securities. (biii) Any registration initiated by Investors as a Demand Registration pursuant to Section 2(a) hereof shall not, for purposes of this Section 2, count as a Demand Registration unless and until such registration shall have become and remained effective for at least eighteen months. (iv) The Company shall be entitled may refuse to postpone for a reasonable period of time not to exceed forty-five (45) days the declaration of effectiveness by the Securities and Exchange Commission (the "SEC") effect any Demand Registration of any Registrable Securities pursuant to Section 2(a) hereof for any ninety (90) day period following receipt of any written request for registration statement otherwise required to be prepared and filed by it if, at in the time it receives a Demand Registration request or at any time during the process good faith judgment of registration, prior to being declared effective by the SEC, the Board of Directors of the Company determinesCompany, in its reasonable good faith judgment, that the filing of any registration statement during such registration ninety (90) day period would materially interfere with a business or financial transaction of substantial importance to the Company (other than an underwritten public offering of its securities), including, without limitation, any such transaction involving adversely affect a material proposed or pending acquisition, consolidation, merger or other similar corporate reorganization then pending or proposed by its Board of Directors involving the Company, and event to which the Company promptly gives the holders of the Registrable Securities written notice of such determination, containing is or expects to be a general statement of the reasons for such postponement and an approximation of the anticipated delayparty; provided, however, that the Company shall not be entitled to postpone filing may only elect such refusal or cause a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such forty-five day period. In the event the effectiveness of any registration statement is postponed suspension pursuant to this paragraph, the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company Section 5(a) hereof once within thirty (30) days after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to such Demand Registration shall be reinstated)any consecutive twelve month period.