Common use of Request for Demand Registration Clause in Contracts

Request for Demand Registration. At any time commencing after the second anniversary of the date hereof, any Designated Holder or Designated Holders may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand Registration"), the number of Registrable Securities stated in such request (any such Designated Holder, an "Initiating Holder"); provided, however, that the Company shall not be obligated to effect more than two such Demand Registrations for each such Designated Holder and its Affiliates. Notwithstanding anything to the contrary set forth herein, the Company shall have the right to delay the filing of a Registration Statement and to suspend the effectiveness of any such Registration Statement for a reasonable period of time (not exceeding ninety (90) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman of the Board or the President of the Company stating that the Company has determined in good faith that effecting such registration at such time would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on the Company (a "Valid Business Reason"), so long as the Designated Holders shall have the rights set forth in this Article IV within ninety (90) days of such event. The Company shall give written notice of 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 more than once in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At If the Replacement Shelf Registration is not effective within 90 days after the expiration of the Filing Period or, if any time commencing after the second anniversary of Replacement Shelf Registration is declared effective the date hereofReplacement Shelf Registration ceases to remain effective (in either case, any Designated Holder or a "NON-EFFECTIVE REGISTRATION STATEMENT"), Designated Holders may who propose to sell their Registrable Securities entitled to be covered by a Non-Effective Registration Statement to the public at an aggregate price of at least $1,000,000 (the "INITIATING HOLDERS"), shall have the right to make a written request to that the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand RegistrationDEMAND REGISTRATION"), the number offer and sale of the Registrable Securities stated in such request (any such Designated Holder, an "Initiating Holder")request; provided, however, that the Company shall not be obligated to effect more than two (2) such Demand Registrations for each such Designated Holder and the Investors. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its Affiliates. Notwithstanding anything to good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (A) materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the contrary set forth hereinCompany or (B) involve effort or expense in excess of that which would customarily be involved in effecting a resale registration (a "VALID BUSINESS REASON"), the Company shall have the right to delay the may (i) postpone filing of a Demand Registration Statement and to suspend the effectiveness of any statement until such Registration Statement Valid Business Reason no longer exists, but in no event for a reasonable period of time (not exceeding more than ninety (90) days, and (ii) in the event that a Demand Registration statement has been filed, if the Company furnishes to the Designated Holders a certificate signed Valid Business Reason has not resulted from actions taken by the Chairman Company, the Company, upon the approval of a majority of the Board or the President of the Company stating that the Company has determined in good faith that effecting Directors, may cause such registration at statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such time would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on the Company (a "Valid Business Reason"), so long as the Designated Holders shall have the rights set forth in this Article IV within ninety (90) days of such eventregistration statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 3.2 more than once in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereofsold.

Request for Demand Registration. At any time time, commencing after the second anniversary of on the date hereofthe Warrant is exercisable in accordance with its terms, any Designated Holder or Designated Holders (the "Initiating Holders"), may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand Registration"), the number of Registrable Securities stated in such request (any such Designated Holderrequest; PROVIDED, an "Initiating Holder"); provided, howeverHOWEVER, that the Company shall not be obligated to effect more than two such Demand Registrations for each DL Holdings and more than two such Designated Holder and its AffiliatesDemand Registrations for Weichert. Notwithstanding anything to the contrary set forth herein, the Company shall have the right to delay the filing of a Registration Statement and to suspend the effectiveness of any such Registration Statement for a reasonable period of time (not exceeding ninety (90) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board or the President of the Company stating that the Company has determined Directors, in its good faith judgment, determines that effecting such any registration at such time of Registrable Securities should not be made or continued because it would adversely affect a materially interfere with any material financing, acquisition, disposition of assets corporate reorganization or stock, merger or other comparable material transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on involving the Company (a "Valid Business Reason"), so long as the Designated Holders shall have the rights set forth Company may postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in this Article IV within no event for more than ninety (90) days of such eventdays. The Company shall give written notice of 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 3(a) more than once in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time commencing after January ------------------------------- 15, 2003, the second anniversary General Atlantic Stockholders, acting through GAP LLC or its written designee, the identity of which shall be certified to the date hereofCompany in writing by the General Atlantic Stockholders (the "Initiating Holders"), any Designated Holder or Designated Holders may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand Registration"), the number of Registrable Securities held by such Initiating Holders stated in such request (any such Designated Holder, an "Initiating Holder")request; provided, however, that the Company shall not be obligated to effect more than two one such Demand Registrations Registration for each such Designated Holder and its Affiliates. Notwithstanding anything to the contrary set forth hereinInitiating Holders unless less than seventy-five percent (75%) of the requested securities were included in the previous Demand Registration, in which case the Company Initiating Holders shall have the right to delay the filing of a Registration Statement and to suspend the effectiveness of any such Registration Statement for a reasonable period of time (not exceeding ninety (90) days) if require the Company furnishes to effect one additional Demand Registration. Notwithstanding the Designated Holders a certificate signed by foregoing, the Chairman of Company shall not be required to effect more than two Demand Registrations. If the Board or the President of the Company stating that the Company has determined Directors, in its good faith judgment, determines that effecting such any registration at such time of Registrable Securities should not be made or continued because it would adversely affect a materially interfere with any material financing, acquisition, disposition of assets corporate reorganization or stock, merger or other comparable material transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on involving the Company (a "Valid Business Reason"), so long as the Designated Holders shall have the rights set forth Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in this Article IV within no event for more than ninety (90) days days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, such eventmajority to include the General Atlantic Designee, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice of 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 3(a) more than once in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time commencing after the second anniversary date hereof that the Shelf Registration Statement is not effective, any Investor or group of Investors holding at least 10% of the date hereof, any Designated Holder or Designated Holders Registrable Securities held by all of the Investors (the "INITIATING HOLDERS") may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand RegistrationDEMAND REGISTRATION"), the number of Registrable Securities stated in such request (any such Designated Holder, an "Initiating Holder")request; provided, howeverHOWEVER, that (i) the reasonably anticipated aggregate price to the public of all Registrable Securities required to be included in such public offering shall exceed $4,000,000 and (ii) the Company shall not be obligated to effect more than two three such 6 Demand Registrations for each such Designated Holder and the Investors. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its Affiliates. Notwithstanding anything to good faith judgment, determines that 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 material transaction involving the contrary set forth hereinCompany (a "VALID BUSINESS REASON"), the Company shall have the right to delay the may (x) postpone filing of a Registration Statement and relating to suspend the effectiveness of any a Demand Registration until such Registration Statement Valid Business Reason no longer exists, but in no event for a reasonable period of time (not exceeding more than ninety (90) days, and (y) if in case a Registration Statement has been filed relating to a Demand Registration, the Company furnishes to Company, upon the Designated Holders approval of a certificate signed by the Chairman majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or the President of the Company stating that the Company has determined in good faith that effecting may postpone amending or supplementing such registration at such time would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on the Company (a "Valid Business Reason"), so long as the Designated Holders shall have the rights set forth in this Article IV within ninety (90) days of such eventRegistration Statement. The Company shall give written notice of 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 more than once in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time commencing after the second anniversary (a) A Majority of the date hereofBecker Stockholders (the "Initiating Becker Holders"), any Designated Holder and a Major▇▇▇ ▇▇ the Joan Stockholders (the "In▇▇▇▇▇▇ng Joan Holders," each of the Init▇▇▇▇ng Becker Holders and the Initi▇▇▇▇g Joan Holders shall be known as t▇▇ "▇▇itiating Holders," depending ▇▇ which of the Initiating Becker Holders or Designated the Initiating Joan Holders makes the subject de▇▇▇▇), may each make a written request re▇▇▇▇t to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand Registration"), the number of Registrable Securities stated in such request (any such Designated Holder, an "Initiating Holder")request; provided, however, that (1) the Company shall not be obligated to effect (x) more than two (2) such Demand Registrations for each at the request of Initiating Becker Holders, and (y) more than two (2) such Designated Demand Registration▇ ▇▇ ▇he request of Initiating Joan Holders and (2) the Company shall not be obligated to proceed ▇▇▇h a Demand Registration at any time prior to July 1, 2003. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and its Affiliates. subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration with respect to such Initiating Holder unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement, in which case such Demand Registration shall not be so counted. (b) Notwithstanding anything to the contrary set forth contained herein, no Demand Registration need be effected by the Company shall have the right to delay the filing of a Registration Statement and to suspend within six (6) months after the effectiveness of any such Registration Statement pursuant to a Demand Registration hereunder or a "demand registration" (whether under the Existing Registration Rights Agreement or any future Common Stock registration rights agreements) or any Registration Statement for any Company Offering. The Company shall not be obliged to include more than 10 million shares (as equitably adjusted for stock splits, stock combinations and similar events occurring after the date hereof) of Common Stock in any Registration Statement pursuant to a reasonable period Demand Registration, inclusive of time (not exceeding ninety (90) days) if any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement, the Company furnishes to the Designated Holders a certificate signed by the Chairman of Existing Registration Rights Agreement or any future Common Stock registration rights agreements. If the Board or the President of the Company stating that the Company has determined Directors, in its good faith judgment, determines that effecting such any registration at such time of Registrable Securities should not be made or continued because it would adversely affect a materially interfere with any material financing, acquisition, disposition of assets corporate reorganization or stock, merger or other comparable material transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on involving the Company (a "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 135 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 Board of Directors may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. For the purposes of certainty, the parties acknowledge that in the event a Registration Statement is so long withdrawn, it shall not count as having been a Demand Registration for purposes of the Designated Holders shall have limit on the rights number of Demand Registrations set forth in this Article IV within ninety (90) days of such eventabove. The Company shall give written notice of 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 3.1 more than once in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount number of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time commencing after January 15, 2003, the second anniversary General Atlantic Stockholders, acting through GAP LLC or its written designee, the identity of which shall be certified to the date hereofCompany in writing by the General Atlantic Stockholders (the "INITIATING HOLDERS"), any Designated Holder or Designated Holders may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand DEMAND Registration"), the number of Registrable Securities held by such Initiating Holders stated in such request (any such Designated Holderrequest; PROVIDED, an "Initiating Holder"); provided, howeverHOWEVER, that the Company shall not be obligated to effect more than two one such Demand Registrations Registration for each such Designated Holder and its Affiliates. Notwithstanding anything to the contrary set forth hereinInitiating Holders unless less than seventy-five percent (75%) of the requested securities were included in the previous Demand Registration, in which case the Company Initiating Holders shall have the right to delay the filing of a Registration Statement and to suspend the effectiveness of any such Registration Statement for a reasonable period of time (not exceeding ninety (90) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman of the Board or the President of the Company stating that the Company has determined in good faith that effecting such registration at such time would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on the Company (a "Valid Business Reason"), so long as the Designated Holders shall have the rights set forth in this Article IV within ninety (90) days of such event. The Company shall give written notice of 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 thereofone additional Demand Registration. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 4.1 or Section 6.3 more than once in any twelve (12) month period. In additionforegoing, the Company shall not be required to file effect more than two Demand Registrations. If the Board of Directors, in its good faith judgment, determines that 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 material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a Registration Statement pursuant relating to this Article IV within a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days after the effective date of any other days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Company if (i) Board of Directors, such majority to include the other General Atlantic Designee, may cause such Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold withdrawn and the intended method of disposition thereof.its effectiveness terminated or may postpone amending or supplementing such Registration

Request for Demand Registration. At any time commencing after If the second anniversary of the date hereof, any Designated Holder or Designated Requisite Holders may make a written request to the Company to register(such Requisite Holders making such request, and the "Initiating Holders"), the Company shall use its reasonable best efforts to register, register under the Securities Act (other than pursuant to a Registration Statement Act, in accordance with the terms of this Agreement, on Form S-4 or S-8 or any successor thereto) the appropriate form (a "Demand Registration"), ) the issuance and sale of the number of Registrable Securities stated in such request (any such Designated Holder, an "Initiating Holder")request; provided, however, that the Company shall not be obligated to effect more than two a Demand Registration if the Initiating Holders propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Demand Registrations for each such Designated Holder and its Affiliates. Notwithstanding anything Registrable Securities) to the contrary set forth herein, the Company shall have the right to delay the filing public (net of a Registration Statement underwriting commissions and to suspend the effectiveness discounts) of any such Registration Statement for a reasonable period of time (not exceeding ninety (90) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman of less than $10,000,000. If the Board or the President of the Company stating that the Company has determined Directors, in its good faith judgment, determines that effecting such any registration at such time of Registrable Securities should not be made or continued because it would adversely affect a materially interfere with any material financing, acquisition, disposition of assets corporate reorganization or stock, merger or other comparable material transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on involving the Company (a "Valid Business Reason"), so long as the Designated Holders shall have the rights set forth Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in this Article IV within no event for more than ninety (90) days days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may cause such eventRegistration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice to all Holders of 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. If the Company gives notice of its determination to withdraw a Registration Statement pursuant to this Section 3(a), the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, without limitation, the period referred to in Section 3(c)) by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 3(a) to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended prospectus contemplated by and meeting the requirements of Section 7(a)(vi). Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) or Section 5(c) due to a Valid Business Reason under this Section 4.1 or Section 6.3 more than once in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time commencing after the second anniversary of the date hereofThe HWP Stockholders as a group, any Designated Holder acting through HWH Capital Partners or Designated Holders its written designee, or BancAmerica may make a written request to the Company to registerregister (the party making such request, the "Initiating Holders"), and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand Registration"), the number of Registrable Securities stated in such request (any such Designated Holder, an "Initiating Holder")request; provided, however, that the Company shall not be obligated to effect (x) more than two five such Demand Registrations for each requested by the HWP Stockholders and more than one such Designated Holder and its Affiliates. Notwithstanding anything to the contrary set forth hereinDemand Registration requested by BancAmerica, the Company shall have the right to delay the filing of (y) a Demand Registration Statement and to suspend the effectiveness of any such Registration Statement for a reasonable period of time (not exceeding ninety (90) days) if the Company furnishes to Initiating Holders, together with the Designated Holders (other than the Initiating Holders) which have requested to register securities in such registration pursuant to Section 3(b), propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than $5,000,000 and (z)(i) in the case of a certificate signed Demand Registration requested by the Chairman HWP Stockholders, any such Demand Registration commencing prior to 180 days after the IPO Effectiveness Date or (ii) in the case of a Demand Registration requested by BancAmerica, any such Demand Registration commencing prior to one year after the IPO Effectiveness Date. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board or the President of the Company stating that the Company has determined Directors, in its good faith judgment, determines that effecting such any registration at such time of Registrable Securities should not be made or continued because it would adversely affect a materially interfere with any material financing, acquisition, disposition of assets corporate reorganization or stock, merger or other comparable material transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on involving the Company (a "Valid Business Reason"), so long as the Designated Holders shall have the rights set forth Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in this Article IV within ninety no event for more than (90i) forty-five (45) days in the case of a Demand Registration requested by the HWP Stockholders and (ii) nine (9) months in the case of a Demand Registration requested by BancAmerica, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may cause such eventRegistration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more forty-five (45) days (in the case of a Demand Registration requested by the HWP Stockholders) or nine (9) months (in the case of a Demand Registration requested by BancAmerica) have passed since such withdrawal or postponement, the Initiating Holders may request a new Demand Registration). The Company shall give written notice of 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 3(a) more than once in any twelve eighteen (1218) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time commencing after Initiating Holders, together with the second anniversary of the date hereof, any Designated Holder or Designated Holders may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than the Initiating Holders) which have requested to register securities in such registration pursuant to a Section 3(b), propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement on Form S-4 with respect to such Registrable Securities) to the public of less than $5,000,000 and (z)(i) in the case of a Demand Registration requested by the HWP Stockholders, any such Demand Registration commencing prior to 180 days after the IPO Effectiveness Date or S-8 (ii) in the case of a Demand Registration requested by BancAmerica, any such Demand Registration commencing prior to one year after the IPO Effectiveness Date. For purposes of the preceding sentence, two or any successor thereto) (a "more Registration Statements filed in response to one demand shall be counted as one Demand Registration"). If the Board of Directors, the number in its good faith judgment, determines that any registration of Registrable Securities stated in such request (any such Designated Holder, an "Initiating Holder"); provided, however, that the Company shall should not be obligated to effect more than two such Demand Registrations for each such Designated Holder and its Affiliates. Notwithstanding anything to the contrary set forth herein, the Company shall have the right to delay the filing of a Registration Statement and to suspend the effectiveness of made or continued because it would materially interfere with any such Registration Statement for a reasonable period of time (not exceeding ninety (90) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman of the Board or the President of the Company stating that the Company has determined in good faith that effecting such registration at such time would adversely affect a material financing, acquisition, disposition of assets corporate reorganization or stock, merger or other comparable material transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on involving the Company (a "Valid Business Reason"), so long as the Designated Holders shall have the rights set forth Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in this Article IV within ninety no event for more than (90i) forty-five (45) days in the case of a Demand Registration requested by the HWP Stockholders and (ii) nine (9) months in the case of a Demand Registration requested by BancAmerica, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may cause such eventRegistration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more forty-five (45) days (in the case of a Demand Registration requested by the HWP Stockholders) or nine (9) months (in the case of a Demand Registration requested by BancAmerica) have passed since such withdrawal or postponement, the Initiating Holders may request a new Demand Registration). The Company shall give written notice of 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 3(a) more than once in any twelve eighteen (1218) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at any time commencing after the second anniversary of the date hereof, any Designated Holder one or Designated Holders more of (i) the General Atlantic Stockholders, acting through GAP LLC or their written designee, or (ii) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by the Commonwealth Stockholders (each, an "Initiating Holder" and together, the "Initiating Holders"), may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand Registration"), the number of Registrable Securities stated in such request (any such Designated Holder, an "Initiating Holder")request; provided, however, that subject to Section 3(c), the Company shall not be obligated to effect (x) more than two one such Demand Registrations Registration for each the Commonwealth Stockholders as a group and (y) more than one such Designated Holder and its AffiliatesDemand Registration for the General Atlantic Stockholders as a group. Notwithstanding anything to the contrary set forth herein, the Company shall have the right to delay the filing of a Registration Statement and to suspend the effectiveness of any such Registration Statement for a reasonable period of time (not exceeding ninety (90) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board or the President of the Company stating that the Company has determined Directors, in its good faith judgment, determines that effecting such any registration at such time of Registrable Securities should not be made or continued because it would adversely affect a materially interfere with any material financing, acquisition, disposition of assets corporate reorganization or stock, merger or other comparable material transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on involving the Company (a "Valid Business Reason"), so long as the Designated Holders shall have 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 one hundred and twenty (120) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the rights set forth in this Article IV within ninety (90) days Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may cause such eventRegistration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice of 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 thereofthereof to the Initiating Holder and any other Designated Holders exercising their piggy-back rights pursuant to clause (b) of this Section 3. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 4.1 or Section 6.3 3(a) more than once in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time commencing after the second anniversary (a) A Majority of the date hereofBec▇▇▇ ▇▇ockholders (the "INITIATING BEC▇▇▇ ▇▇LDERS"), any Designated Holder and a Majority of the Joa▇ ▇▇ockholders (the "INITIATING JOA▇ ▇▇LDERS," each of the Initiating Bec▇▇▇ ▇▇lders and the Initiating Joa▇ ▇▇lders shall be known as the "INITIATING HOLDERS," depending on which of the Initiating Bec▇▇▇ ▇▇lders or Designated Holders the Initiating Joa▇ ▇▇lders makes the subject demand), may each make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand RegistrationDEMAND REGISTRATION"), the number of Registrable Securities stated in such request (any such Designated Holderrequest; PROVIDED, an "Initiating Holder"); provided, howeverHOWEVER, that (1) the Company shall not be obligated to effect (x) more than two (2) such Demand Registrations for each at the request of Initiating Bec▇▇▇ ▇▇lders, and (y) more than two (2) such Designated Demand Registrations at the request of Initiating Joa▇ ▇▇lders and (2) the Company shall not be obligated to proceed with a Demand Registration at any time prior to July 1, 2003. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; PROVIDED, HOWEVER, that any such Registration Statement filed at the request of an Initiating Holder and its Affiliates. subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration with respect to such Initiating Holder unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement, in which case such Demand Registration shall not be so counted. (b) Notwithstanding anything to the contrary set forth contained herein, no Demand Registration need be effected by the Company shall have the right to delay the filing of a Registration Statement and to suspend within six (6) months after the effectiveness of any such Registration Statement pursuant to a Demand Registration hereunder or a "demand registration" (whether under the Existing Registration Rights Agreement or any future Common Stock registration rights agreements) or any Registration Statement for any Company Offering. The Company shall not be obliged to include more than 10 million shares (as equitably adjusted for stock splits, stock combinations and similar events occurring after the date hereof) of Common Stock in any Registration Statement pursuant to a reasonable period Demand Registration, inclusive of time (not exceeding ninety (90) days) if any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement, the Company furnishes to the Designated Holders a certificate signed by the Chairman of Existing Registration Rights Agreement or any future Common Stock registration rights agreements. If the Board or the President of the Company stating that the Company has determined Directors, in its good faith judgment, determines that effecting such any registration at such time of Registrable Securities should not be made or continued because it would adversely affect a materially interfere with any material financing, acquisition, disposition of assets corporate reorganization or stock, merger or other comparable material transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on involving the Company (a "Valid Business ReasonVALID 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 135 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 Board of Directors may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. For the purposes of certainty, the parties acknowledge that in the event a Registration Statement is so long withdrawn, it shall not count as having been a Demand Registration for purposes of the Designated Holders shall have limit on the rights number of Demand Registrations set forth in this Article IV within ninety (90) days of such eventabove. The Company shall give written notice of 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 3.1 more than once in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount number of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time commencing after the second anniversary IPO ------------------------------- Effectiveness Date and prior to the time the Company is eligible to file a Registration Statement on Form S-3 or any successor thereto, (i) one or more of the date hereofGeneral Atlantic Stockholders as a group, acting through GAP LLC or its written designee, or (ii) any Designated Holder Time Stockholder (each group under (i) or Designated Holders (ii), the "Initiating Holders") may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, ------------------ under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand Registration"), the number ------------------- of Registrable Securities stated in such request (any such Designated Holder, an "Initiating Holder")request; provided, however, that the -------- ------- Company shall not be obligated to effect more than one Demand Registration for the General Atlantic Stockholders and more than one Demand Registration for Time pursuant to this Section 3. For purposes of the preceding sentence, two such Demand Registrations for each such Designated Holder and its Affiliatesor more Registration Statements filed in response to one demand shall be counted as one Registration Statement. Notwithstanding anything If at the time of any request to the contrary set forth hereinregister Registrable Securities pursuant to this Section 3(a), the Company shall have the right is engaged in, or has fixed plans to delay the filing of a Registration Statement and to suspend the effectiveness of any such Registration Statement for a reasonable period of time (not exceeding ninety (90) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman of the Board or the President of the Company stating that the Company has determined engage in good faith that effecting such registration at such time would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on the Company (a "Valid Business Reason"), so long as the Designated Holders shall have the rights set forth in this Article IV within ninety (90) days of the time of such event. The Company shall give written notice of its request, a registered public offering or is engaged in any other activity which, in the good faith determination to postpone or withdraw a Registration Statement and of the fact that Board of Directors of the Valid Business Reason for such postponement or withdrawal no longer existsCompany, in each case, promptly after would be adversely affected by the occurrence thereof. Notwithstanding anything requested registration to the contrary contained hereinmaterial detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not postpone or withdraw in excess of four (4) months from the date of such request, such right to delay a filing due request to a Valid Business Reason under this Section 4.1 or Section 6.3 be exercised by the Company not more than once in any twelve (12) month one-year period. In addition, the Company shall not be required to file effect any Registration Statement pursuant to this Article IV registration within ninety one hundred twenty (90120) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IVCompany. Each The request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered.

Request for Demand Registration. At Subject to the ------------------------------- proviso at the end of this sentence, at any time commencing after on the later of (i) the IPO Effectiveness Date and (ii) the second anniversary of the date hereofof this Agreement, any Designated Holder the General Atlantic Stockholders, acting through GAP LP or Designated Holders its written designee, the identity of which shall be certified to the Company in writing by the General Atlantic Stockholders (the "Initiating Holders"), may ------------------ make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand ------ Registration"), the number of Registrable Securities held by such Initiating ------------ Holders stated in such request (any such Designated Holder, an "Initiating Holder")request; provided, however, that the Company shall not be obligated to effect (i) any -------- ------- such Demand Registration if the Company is eligible to use Form S-3 (or any successor form thereto) and the Initiating Holders are permitted to initiate an S-3 Registration pursuant to Section 5(a) and (ii) more than two one such Demand Registrations Registration for each such Designated Holder and its Affiliates. Notwithstanding anything to the contrary set forth hereinInitiating Holders unless less than seventy-five percent (75%) of the Initiating Holders' requested securities were included in the previous Demand Registration, in which case the Company Initiating Holders shall have the right to delay the filing of a Registration Statement and to suspend the effectiveness of any such Registration Statement for a reasonable period of time (not exceeding ninety (90) days) if require the Company furnishes to effect one additional Demand Registration. Notwithstanding the Designated Holders a certificate signed by foregoing, the Chairman of Company shall not be required to effect more than two Demand Registrations in total. If the Board or the President of the Company stating that the Company has determined Directors, in its good faith judgment, determines that effecting such any registration at such time of Registrable Securities should not be made or continued because it would adversely affect a interfere with any material financing, acquisition, disposition of assets corporate reorganization or stock, merger or other comparable material transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on involving the Company (a "Valid Business Reason"), so long as the Designated Holders shall have the rights set forth Company may --------------------- (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in this Article IV within no event for more than ninety (90) days days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may cause such eventRegistration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice of 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 3(a) more than once in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time commencing after the second anniversary of the date hereof, in ------------------------------- the event that the Company shall become ineligible to register the Registrable Securities under the Securities Act on Form S-3 (or any Designated Holder or Designated Holders successor form thereto), the Investors holding a majority of the Registrable Securities (the "Initiating ---------- Holders"), may make a written request to the Company to register, and the ------- Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand ------ Registration"), the number offer and sale of the Registrable Securities stated in such request (any such Designated Holder, an "Initiating Holder")------------ request; provided, however, that the Company shall not be obligated to effect -------- ------- more than two (2) such Demand Registrations for each such Designated Holder and its Affiliatesthe Investors. Notwithstanding anything to the contrary set forth herein, the Company shall have the right to delay the filing of a Registration Statement and to suspend the effectiveness of any such Registration Statement for a reasonable period of time (not exceeding ninety (90) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board or the President of the Company stating that the Company has determined Directors, in its good faith judgment, determines that effecting such any registration at such time of Registrable Securities should not be made or continued because it would adversely affect a materially interfere with any material financing, acquisition, disposition of assets corporate reorganization or stock, merger or other comparable material transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on involving the Company (a "Valid Business Reason"), so long as the Designated Holders shall have the rights set forth Company may (i) postpone filing a Demand --------------------- Registration statement until such Valid Business Reason no longer exists, but in this Article IV within no event for more than ninety (90) days days, and (ii) in the event that a Demand Registration statement has been filed, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may cause such eventregistration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 3.1 more than once in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereofsold.

Request for Demand Registration. At any time commencing after the second anniversary date hereof that the Shelf Registration Statement is not effective, any Investor or group of Investors holding at least 10% of the date hereof, any Designated Holder or Designated Holders Registrable Securities held by all of the Investors (the "INITIATING HOLDERS") may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand RegistrationDEMAND REGISTRATION"), the number of Registrable Securities stated in such request (any such Designated Holder, an "Initiating Holder")request; provided, howeverHOWEVER, that (i) the reasonably anticipated aggregate price to the public of all Registrable Securities required to be included in such public offering shall exceed $4,000,000 and (ii) the Company shall not be obligated to effect more than two three such Demand Registrations for each such Designated Holder and the Investors. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its Affiliates. Notwithstanding anything to good faith judgment, determines that 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 material transaction involving the contrary set forth hereinCompany (a "VALID BUSINESS REASON"), the Company shall have the right to delay the may (x) postpone filing of a Registration Statement and relating to suspend the effectiveness of any a Demand Registration until such Registration Statement Valid Business Reason no longer exists, but in no event for a reasonable period of time (not exceeding more than ninety (90) days, and (y) if in case a Registration Statement has been filed relating to a Demand Registration, the Company furnishes to Company, upon the Designated Holders approval of a certificate signed by the Chairman majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or the President of the Company stating that the Company has determined in good faith that effecting may postpone amending or supplementing such registration at such time would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on the Company (a "Valid Business Reason"), so long as the Designated Holders shall have the rights set forth in this Article IV within ninety (90) days of such eventRegistration Statement. The Company shall give written notice of 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 more than once in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time commencing from and after the second anniversary of the date hereof, any Designated Holder or the Designated Holders holding at least two-thirds (2/3) of the Registrable Securities (the "Initiating Holders"), may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant and on an appropriate registration statement form as reasonably determined by the Company and approved by the Initiating Holders, such approval not to a Registration Statement on Form S-4 be unreasonably withheld, conditioned or S-8 or any successor thereto) delayed (a "Demand Registration"), the number of Registrable Securities stated in such request (any such Designated Holder, an "Initiating Holder")request; provided, however, that the Company shall not be obligated to effect (x) more than two (2) such Demand Registrations for each such Designated Holder and its Affiliates. Notwithstanding anything (subject to Section 3(e)(ii) below) or (y) any Demand Registration in which the aggregate proceeds to the contrary set forth herein, the Company shall have the right Initiating Holders are expected to delay the filing be less than ten million dollars ($10,000,000). If following receipt of a Registration Statement and to suspend the effectiveness of any such Registration Statement written request for a reasonable period of time (not exceeding ninety (90) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman of Demand Registration the Board or the President of the Company stating that the Company has determined Directors, in its reasonable and good faith judgment, determines that effecting such any registration at such time of Registrable Securities should not be made or continued because it would adversely affect a materially interfere with any material financing, acquisition, disposition of assets corporate reorganization or stock, merger or other comparable material transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on involving the Company (a "Valid Business Reason"), so long as the Designated Holders shall have 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 one hundred fifty (150) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the rights set forth in this Article IV within ninety (90) days Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may cause such eventRegistration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice of 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 3(a) more than once in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time time, commencing after the second anniversary of on the date hereofthe Warrant is exercisable in accordance with its terms, any Designated Holder or Designated Holders (the “Initiating Holders”), may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "“Demand Registration"”), the number of Registrable Securities stated in such request (any such Designated Holder, an "Initiating Holder")request; provided, however, that the Company shall not be obligated to effect more than two such Demand Registrations for each DL Holdings and more than two such Designated Holder and Demand Registrations for Weichert, nor more than four demand registrations in the aggregate. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its Affiliates. Notwithstanding anything to good faith judgment, determines that 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 material transaction involving the contrary set forth hereinCompany (a “Valid Business Reason”), the Company shall have the right to delay the may postpone filing of a Registration Statement and relating to suspend the effectiveness of any a Demand Registration until such Registration Statement Valid Business Reason no longer exists, but in no event for a reasonable period of time (not exceeding more than ninety (90) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman of the Board or the President of the Company stating that the Company has determined in good faith that effecting such registration at such time would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on the Company (a "Valid Business Reason"), so long as the Designated Holders shall have the rights set forth in this Article IV within ninety (90) days of such event. The Company shall give written notice of 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 3(a) more than once in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.. (b) Incidental or “Piggy-Back” Rights with Respect to a Demand Registration. Each of the Designated Holders (other than Initiating Holders which have requested a registration under Section 3(a)) may offer its or his Registrable Securities under any Demand Registration pursuant to this Section 3(b). Within five (5) days after the receipt of a request for a Demand Registration from an Initiating Holder, the Company shall (i) give written notice thereof to all of the Designated Holders (other than Initiating Holders which have requested a registration under Section 3(a)) and (ii) subject to Section 3(e), include in such registration all of the Registrable Securities held by such Designated Holders from whom the Company has received a written request for inclusion therein within ten (10) days of the receipt by such Designated Holders of such written notice referred to in clause (i) above. Each such request by such Designated Holders shall specify the number of Registrable Securities proposed to be registered. The failure of any Designated Holder to respond within such 10-day period referred to in clause (ii) above shall be deemed to be a waiver of such Designated Holder’s rights under this Section 3 with respect to such Demand Registration. Any Designated Holder may waive its rights under this Section 3 prior to the expiration of such 10-day period by giving written notice to the Company, with a copy to the Initiating Holders. 4

Request for Demand Registration. (a) At any time, and from time commencing after the second anniversary to time, Designated Holders holding at least twenty five percent (25%) of the date hereof, any Designated Holder or Designated Holders may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand Registration"), the number of outstanding Registrable Securities stated in such request (any such Designated Holder, an the "Initiating HolderHolders"); provided, however, that the Company shall not be obligated to effect more than two such Demand Registrations for each such Designated Holder and its Affiliates. Notwithstanding anything to the contrary set forth herein, the Company ) shall have the right to delay the filing of a Registration Statement and to suspend the effectiveness of any such Registration Statement for a reasonable period of time (not exceeding ninety (90) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman of the Board or the President of the Company stating request, in writing, that the Company has determined in good faith that effecting such file with the SEC a registration at such time would adversely affect a material financingstatement pursuant to Rule 415 of the 1933 Act (the "Shelf Registration Statement") on Form S-3 (or any successor form thereto), acquisition, disposition of assets or stock, merger or other comparable transaction or would require if Form S-3 may not be used by the Company pursuant to make public disclosure applicable law, on Form S-1 (or any successor form thereto), with respect to the resale, from time to time, covering all, but not less than all, of information the public disclosure of which would have a material adverse Registrable Securities held by the Designated Holders, provided that Designated Holders may not effect more than three (3) registrations on Form S-1 pursuant to this Section 3.1. The Company shall file the Company Shelf Registration Statement no later than thirty (a 30) days following request from the Initiating Holders (such 30th day, the "Valid Business ReasonRequired Filing Date"), so long as the Designated Holders shall have the rights set forth in this Article IV within ninety (90) days of such event. The Company shall give written notice of the filing of each of Shelf Registration Statements at least fifteen (15) days prior to filing each such Registration Statement to all Designated Holders and shall include in such Registration Statements all Registrable Securities of any Designated Holder that has delivered a written request to the Company to include its determination Registrable Securities 5 days prior to postpone the filing date of the applicable Registration Statement. The disposition of Registrable Securities from the Shelf Registration Statement may occur, at any time, in one or withdraw more underwritten offerings, block transactions, broker transactions, at-market transactions or in such other manner or manners as may be specified by the applicable Designated Holders. Notwithstanding the above, if the Company is required to file the Registration Statement on a Form S-1, then the Company shall have sixty (60) days from the date of the request from the Initiating Shareholders to prepare and file the Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer existsRequired Filing Date shall be, in each such case, promptly the sixtieth (60th) day after the occurrence thereof. Notwithstanding anything request from the Initiating Holders. (b) Each Designated Holder shall be obligated to: (x) furnish to the contrary contained hereinCompany in writing such information with respect to such Designated Holder, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 4.1 or Section 6.3 more than once in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration held by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold it and the intended method of disposition thereofof the Registrable Securities, as shall be reasonably required to effect the registration of such Registrable Securities and (y) shall timely execute such documents in connection with such registration as the Company may reasonably request. The Required Filing Dates listed above and the resulting Required Effectiveness Dates shall be extended to the extent that any delay is attributable to any failure on the part of any such Designated Holder to fulfill its obligations pursuant to the first sentence of this Section 3.1(b).

Request for Demand Registration. At any time commencing after the second anniversary of the date hereofThe ▇▇▇▇▇▇▇ Stockholders as a group, any Designated Holder or Designated Holders acting through ▇▇▇▇▇▇▇, may make a written request to the Company to registerregister (the party making such request, the “Initiating Holders”), and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "“Demand Registration"”), the number of Registrable Securities stated in such request (any such Designated Holder, an "Initiating Holder")request; provided, however, that the Company shall not be obligated to effect (x) more than two such Demand Registrations for each such Designated Holder requested by the ▇▇▇▇▇▇▇ Stockholders and its Affiliates. Notwithstanding anything to the contrary set forth herein, the Company shall have the right to delay the filing of (y) a Demand Registration Statement and to suspend the effectiveness of any such Registration Statement for a reasonable period of time (not exceeding ninety (90) days) if the Company furnishes to Initiating Holders, together with the Designated Holders a certificate signed by (other than the Chairman Initiating Holders) which have requested to register securities in such registration pursuant to Section 3(b), propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Board or Registrable Securities on the President date of filing of the Company stating that Registration Statement with respect to such Registrable Securities) to the Company has determined public of less than $5,000,000. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that effecting such any registration at such time of Registrable Securities should not be made or continued because it would adversely affect a materially interfere with any material financing, acquisition, disposition of assets corporate reorganization or stock, merger or other comparable material transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on involving the Company (a "“Valid Business Reason"”), so long as the Designated Holders shall have 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 forty-five (45) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the rights set forth Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in this Article IV within ninety which case, if the Valid Business Reason no longer exists or if more forty-five (9045) days of have passed since such eventwithdrawal or postponement, the Initiating Holders may request a new Demand Registration). The Company shall give written notice of 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 3(a) more than once in any twelve eighteen (1218) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Any Demand Registration requested by the ▇▇▇▇▇▇▇ Stockholders may be only in the form of a firm commitment underwritten offering.

Request for Demand Registration. At any time commencing after the second anniversary of the date hereof, any Designated Holder one or Designated Holders more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee (the "Initiating Holders"), may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand Registration"), the number of Registrable Securities stated in such request (any such Designated Holder, an "Initiating Holder")request; provided, however, that (x) subject to Section 3(e), the Company shall not be obligated to effect more than two one such Demand Registrations Registration for each such Designated Holder the General Atlantic Stockholders and its Affiliates. Notwithstanding anything to the contrary set forth herein, (y) the Company shall have the right not be obligated to delay the filing of effect a Registration Statement and registration pursuant to suspend the effectiveness of any this Section 3(a) during such Registration Statement for a reasonable period of time (not exceeding ninety (90) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman of the Board or the President of the Company stating that as the Company has determined an "evergreen" shelf registration with respect to all such Registrable Securities pursuant to Rule 415 under the Securities Act on form S-3 (or any successor form) and such shelf registration has been declared, and remains, effective. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that effecting such any registration at such time of Registrable Securities should not be made or continued because it would adversely affect a materially interfere with any material financing, acquisition, disposition of assets corporate reorganization or stock, merger or other comparable material transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on involving the Company (a "Valid Business Reason"), so long as the Designated Holders shall have the rights set forth Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in this Article IV within no event for more than ninety (90) days 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 Board of Directors, such eventmajority to include at least one director elected by the holders of the Series F Preferred Stock, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice of 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 3(a) more than once in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time commencing after the second anniversary end of the date hereofapplicable lock-up period following the IPO Effectiveness Date, any Designated Holder or Designated Holders the holders of 25% of the shares of common stock held by General Atlantic and the Major Stockholders, collectively (the "Initiating Holders"), may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand Registration"), the number of Registrable Securities stated in such request (any such Designated Holder, an "Initiating Holder")request; provided, however, that the Company shall not be obligated to effect more than two one such Demand Registrations Registration for each such Designated Holder and its Affiliatesthe Initiating Holders. Notwithstanding anything to the contrary set forth herein, the Company shall have the right to delay the filing of a Registration Statement and to suspend the effectiveness of any such Registration Statement for a reasonable period of time (not exceeding ninety (90) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board or the President of Directors of the Company stating that the Company has determined Company, in its good faith judgment, determines that effecting such any registration at such time of Registrable Securities should not be made or continued because it would adversely affect a materially interfere with any material financing, acquisition, disposition of assets corporate reorganization or stock, merger or other comparable material transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on involving the Company (a "Valid Business Reason"), so long as the Designated Holders shall have the rights set forth Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in this Article IV within no event for more than ninety (90) days 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 eventmajority to include the General Atlantic Director (as defined in the Stockholders Agreement), may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 3(a) more than once in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.. Monday, August 11, 2003.MAX

Request for Demand Registration. At any time commencing after the second anniversary April __,2003, one or more of the date hereofGeneral Atlantic Stockholders, any Designated Holder acting solely through GAP LLC or Designated Holders its written designee (the "Initiating Holders"), may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand Registration"), the number of Registrable Securities stated in such request (any such Designated Holderrequest; PROVIDED, an "Initiating Holder"); provided, howeverHOWEVER, that subject to Section 3(c), the Company shall not be obligated to effect more than two one such Demand Registrations Registration for each such Designated Holder and its Affiliatesthe General Atlantic Stockholders. Notwithstanding anything to the contrary set forth herein, the Company shall have the right to delay the filing of a Registration Statement and to suspend the effectiveness of any such Registration Statement for a reasonable period of time (not exceeding ninety (90) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board or the President of the Company stating that the Company has determined Directors, in its good faith judgment, determines that effecting such any registration at such time of Registrable Securities should not be made or continued because it would adversely affect a materially interfere with any material financing, acquisition, disposition of assets corporate reorganization or stock, merger or other comparable material transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on involving the Company (a "Valid Business Reason"), so long as the Designated Holders shall have 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 one hundred and twenty (120) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the rights set forth in this Article IV within ninety (90) days Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may cause such eventRegistration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice of 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 3(a) more than once in any twelve (12) month periodonce. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each The request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time commencing after 180 days from the second anniversary consummation of the date hereofInitial Public Offering the General Atlantic Stockholders as a group, any Designated Holder acting through GAP LP or Designated Holders its written designee (the “Initiating Holders”), may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "“Demand Registration"”), the number of Registrable Securities held by such Initiating Holders stated in such request (request, which number shall be subject for any such Designated Holder, an "Initiating Holder")Demand Registration to the holdback agreements set forth in Section 6 below; provided, however, that the Company shall not be obligated to effect more than two such Demand Registrations for each such Designated Holder and its Affiliatesthe General Atlantic Stockholders. Notwithstanding anything to the contrary set forth herein, the Company shall have the right to delay the filing of a Registration Statement and to suspend the effectiveness of any such Registration Statement for a reasonable period of time (not exceeding ninety (90) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman of If the Board or the President of the Company stating that the Company has determined Directors, in its good faith judgment, determines that effecting such any registration at such time of Registrable Securities should not be made or continued because it would adversely affect a materially interfere with any material financing, acquisition, disposition of assets corporate reorganization or stock, merger or other comparable material transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on involving the Company (a "“Valid Business Reason"”), so long as the Designated Holders shall have 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 sixty (60) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the rights set forth in this Article IV within ninety (90) days Company, upon the approval of a majority of the Board of Directors, may cause such eventRegistration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice of 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 more than once in any twelve (12) month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time commencing after the second anniversary Each of the date hereof, any Designated Holder or Designated Holders HWH Capital and HWH Cornhusker may make a written request to the Company to registerregister (the party making such request, the "Initiating Holders"), and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand Registration"), the number of Registrable Securities stated in such request (any such Designated Holder, an "Initiating Holder")request; provided, however, that the Company shall not be obligated to effect (x) more than two three such Demand Registrations for each such Designated Holder requested by HWH, it being understood that if HWH Capital and its Affiliates. Notwithstanding anything to the contrary set forth herein, the Company shall have the right to delay the filing of HWH Cornhusker jointly make a Registration Statement and to suspend the effectiveness of any such Registration Statement request for a reasonable period of time Demand Registration, such request shall constitute one Demand Registration only, (not exceeding ninety (90y) days) a Demand Registration if the Company furnishes to Initiating Holders, together with the Designated Holders a certificate signed by (other than the Chairman Initiating Holders) which have requested to register securities in such registration pursuant to Section 2.02, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Board or Registrable Securities on the President date of filing of the Company stating that Registration Statement with respect to such Registrable Securities) to the Company has determined public of less than $5,000,000, and (z) any such Demand Registration commencing prior to 180 days after the IPO Effectiveness Date. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that effecting such any registration at such time of Registrable Securities should not be made or continued because it would adversely affect a materially interfere with any material financing, acquisition, disposition of assets corporate reorganization or stock, merger or other comparable material transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect on involving the Company (a "Valid Business Reason"), so long as the Designated 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 45 days and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more 45 days have passed since such withdrawal or postponement, the Initiating Holders shall have the rights set forth in this Article IV within ninety (90) days of such eventmay request a new Demand Registration). The Company shall give written notice of 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 due to a Valid Business Reason under this Section 4.1 or Section 6.3 2.01 more than once in any twelve (12) 18 month period. In addition, the Company shall not be required to file any Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include all of the Registrable Securities they requested to include in such registration pursuant to Article V or (ii) the Registration Statement was filed pursuant to Article VI or this Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.