Common use of Required Registrations Clause in Contracts

Required Registrations. (i) At any time that the Company is eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), the Holder may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of the Registrable Stock owned by the Holder having an aggregate offering price of at least $250,000 (based on the then current Fair Market Value, determined in accordance with Section 3(a) hereof); provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the such shares of Registrable Stock requested to be registered by the Holder and all other holders with contractual registration rights may not be included in the offering, then the Holder and all other holders of securities entitled by contract to include them in such Form S-3 Registration Statement shall participate in the registration pro rata based 6 upon the number of shares of Registrable Stock or other securities which they have requested to be so registered (on an as-converted to shares of Common Stock basis). Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 (or such successor form) of all shares of Registrable Stock or other securities which the Company has been requested to so register. (ii) The Company shall be required to effect up to two registrations pursuant to Section 10(b)(i) above; provided, however, that (i) a registration shall not count as one of the two permitted registrations if less than one-quarter of the shares of Registrable Stock requested to be included in such registration are included and (ii) the Company shall not be required to effect any registration within nine months after the effective date of any other Registration Statement of the Company pursuant to Section 10(b)(i) or that permits inclusion of shares of Registrable Stock pursuant to Section 10(c) of this Warrant. (iii) If at the time of any request to register shares of Registrable Stock pursuant to this Section 10(b), the Company is engaged or has fixed plans to engage within 90 days of the time of the request in a registered public offering as to which the Holder may include shares of Registrable Stock pursuant to Section 10(c), or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of four months from the date of receipt of the request by the Holder pursuant to this Section 10(b), such right to delay a request to be exercised by the Company not more than once in any twelve-month period.

Required Registrations. (ia) At If, at any time that after the earlier to occur of January 1, 2001 or six months after the effective date of the first registration statement filed by the Company covering an offering of the Company's securities (other than a registration relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a transaction under Rule 145 of the Securities Act, or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Stock), holders of at least 40% of the Registrable Stock then outstanding propose to dispose of at least 20% of the Registrable Stock then outstanding or any lesser percentage if the anticipated aggregate offering price would exceed $15,000,000, then such holders may request the Company in writing to effect such registration, stating the form of registration statement under the Securities Act to be used (subject to the Company being eligible to use such registration statement), the number of shares of Registrable Stock to be disposed of and the intended method of disposition of such shares. (b) If, at any time at which the Company is eligible to file a registration statement on a Short-Form Registration Statement on Form S-3 (or any successor form relating to secondary offerings)Statement, the Holder may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), holders of the Registrable Stock owned by the Holder having propose to dispose of shares of Registrable Stock which such holders in their good faith discretion determine would have an anticipated aggregate offering price of at least $250,000 (based 1,000,000 pursuant to a Short-Form Registration Statement, then such holders may request the Company in writing to effect such registration on a Short-Form Registration Statement, stating the then current Fair Market Value, determined in accordance with Section 3(a) hereof); provided that if form of such registration statement under the underwriter (if any) managing the offering determines that, because of marketing factors, all of the such shares of Registrable Stock requested Securities Act to be registered by the Holder and all other holders with contractual registration rights may not be included in the offeringused, then the Holder and all other holders of securities entitled by contract to include them in such Form S-3 Registration Statement shall participate in the registration pro rata based 6 upon the number of shares of Registrable Stock or other securities which they have requested to be so registered disposed of and the intended method of disposition of such shares. (on an as-converted c) Upon receipt of the request of the holders pursuant to shares Section 3.1(a) or Section 3.1(b) above (in the case of Common Stock basisSection 3.1(a) or Section 3.1(b). Thereupon, hereinafter referred to as the "Initiating Holders"), the Company shallshall give prompt written notice thereof to all other holders of Registrable Stock. Subject to the provisions of Section 3.2 below, as expeditiously as possiblethe Company shall (i) with respect to Section 3.1(a), use its best efforts promptly to effect effect, and (ii) with respect to Section 3.1(b) shall promptly effect, the registration on Form S-3 (or such successor form) under the Securities Act of all shares of Registrable Stock or other securities which specified in the Company has been requested to so register. (ii) The Company shall be required to effect up to two registrations pursuant to Section 10(b)(i) above; provided, however, that (i) a registration shall not count as one requests of the two permitted registrations if less than one-quarter of Initiating Holders and the shares of Registrable Stock requested to be included in such registration are included and requests (ii) stating the Company shall not be required to effect any registration within nine months after the effective date of any other Registration Statement of the Company pursuant to Section 10(b)(i) or that permits inclusion number of shares of Registrable Stock pursuant to Section 10(cbe disposed of and the intended method of disposition of such shares) of this Warrant. (iii) If at the time other holders of any request to register shares of Registrable Stock pursuant to this Section 10(b), the Company is engaged or has fixed plans to engage ("Requesting Holders") given within 90 30 days after receipt of the time of the request in a registered public offering as to which the Holder may include shares of Registrable Stock pursuant to Section 10(c), or is engaged in any other activity which, in the good faith determination of such notice from the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of four months from the date of receipt of the request by the Holder pursuant to this Section 10(b), such right to delay a request to be exercised by the Company not more than once in any twelve-month period.

Required Registrations. (ia) At The election to effect an Initial Public Offering under the provisions of Section 6(a) of the Strategic Stockholders Agreement shall constitute a required registration under the provisions of this Paragraph 2, even if no shares of Registrable Stock are included therein; provided, however, -------- ------- that in the event of any time that conflict between the Company is eligible provisions of this Agreement and the Strategic Stockholders Agreement, the terms of the Strategic Stockholders Agreement shall take precedence. (b) If Shareholders who are the beneficial owners of not less than 10% of the then outstanding shares of Registrable Stock propose to file offer to sell, or otherwise transfer at least the lesser of (x) 50% of the Registrable Stock then outstanding or (y) a number of shares of Registrable Stock which such holders in their good faith discretion determine would have an anticipated aggregate offering price (net of underwriting discounts and commissions) of at least [$15] million pursuant to a Long-Form Registration Statement on Form S-3 (or any successor form relating to secondary offerings)not less than six months after the effective date of the Initial Public Offering, the Holder then such Shareholders may request the Companyregistration of shares of Registrable Stock and such request shall include the form of registration statement under the Securities Act to be used, the number of shares of Registrable Stock to be disposed of and the intended method of disposition of such shares. (c) If the Corporation is then entitled to file registration statements under the Securities Act relating solely to outstanding securities to be offered for the account of Persons other than the issuer on a Short-Form Registration Statement, and Shareholders who are the beneficial owners of not less than 5% of the then outstanding shares of Registrable Stock propose to offer to sell or otherwise transfer any shares of Registrable Stock pursuant to a Short-Form Registration Statement, then such Shareholders may request the registration of shares of Registrable Stock and such request shall include the form of registration statement under the Securities Act to be used, the number of shares of Registrable Stock to be disposed of and the intended method of disposition of such shares. (d) Upon receipt of the request of any of the Shareholders pursuant to Paragraphs 2(a), 2(b) or 2(c), above, the Corporation shall give prompt written notice thereof to all other holders of Registrable Stock and to all other holders of Securities who have the contractual right to include all or any portion of their shares in writingthe registration (the "Other Holders"). Subject to the provisions of Paragraph 3 below, the Corporation shall use its best efforts promptly to effect the registration on Form S-3 (or such successor form), under the Securities Act of the Registrable Stock owned by the Holder having an aggregate offering price of at least $250,000 (based on the then current Fair Market Value, determined in accordance with Section 3(a) hereof); provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the such shares of Registrable Stock requested to be registered by specified in the Holder requests of such Shareholders or the requests of such additional Shareholders, and all other holders with contractual registration rights may not be included Securities specified in the offeringrequests of such Other Holders; provided, then the Holder requests of such additional Shareholders, or -------- the requests of such Other Holders are delivered to the Corporation within 10 days after receipt of such notice from the Corporation, and all other holders of securities entitled by contract to include them in such Form S-3 Registration Statement shall participate in the registration pro rata based 6 upon indicate the number of shares of Registrable Stock or other securities which they have requested Securities, as the case may be, to be so registered (on an as-converted to shares of Common Stock basis). Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 (sold by such additional Shareholders or such successor formOther Holders. (e) Notwithstanding anything to the contrary contained in this Paragraph 2, no person (as defined, for these purposes, in Rule 144(a)(2) of all the Commission) who then beneficially owns 1% or less of the then outstanding Securities (including the Registrable Stock) may request (either as a Shareholder or Other Holder) that any of its shares of Registrable Stock or other securities which be included in any registration statement filed by the Company has been requested to so register. (ii) The Company shall be required to effect up to two registrations Corporation pursuant to Section 10(b)(i) above; providedthis Paragraph 2 unless, howeverin the opinion of counsel for the Corporation, that (i) a registration shall not count as one of the two permitted registrations if less than one-quarter of the shares such person's intended disposition of Registrable Stock requested to be included in such registration are included and (ii) the Company shall could not be required to effect any registration effected within nine months after the effective date of any other Registration Statement of the Company pursuant to Section 10(b)(i) or that permits inclusion of shares of Registrable Stock pursuant to Section 10(c) of this Warrant. (iii) If at the time of any request to register shares of Registrable Stock pursuant to this Section 10(b), the Company is engaged or has fixed plans to engage within 90 365 days of the time date of said opinion without registration of such shares under the Securities Act (assuming, for this purpose, that if "current public information" (as defined in Rule 144(c) of the request in a registered public offering as to which Commission under the Holder may include shares of Registrable Stock pursuant to Section 10(c), or Securities Act) is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration available with respect to the material detriment Corporation as of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of four months from the date of receipt of the request by the Holder pursuant to this Section 10(bsuch opinion, it will remain so available for such 365-day period), such right to delay a request to be exercised by the Company not more than once in any twelve-month period.

Required Registrations. (ia) At If, at any time that after the earlier to occur of May 2, 2010 or six (6) months after the effective date of the first registration statement filed by the Company is eligible to file covering an offering of the Company’s securities (other than a Registration Statement on Form S-3 (or any successor form registration statement relating to secondary offeringsthe sale of securities pursuant to a Company stock option, stock purchase or similar plan), the Holder may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), holders of at least 50% of the Registrable Stock owned by then outstanding propose to dispose of, pursuant to a Long-Form Registration Statement, Registrable Stock at an aggregate price to the Holder having public of not less than $2,500,000, then such holders may request the Company in writing to effect such registration, stating the form of registration statement under the Securities Act to be used (subject to the Company qualifying for its use), the number of shares of Registrable Stock to be disposed of and the intended method of disposition of such shares. (b) If at any time at which the Company is entitled to file a registration statement on a Short-Form Registration Statement, holders of at least 50% of the Registrable Stock then outstanding propose to dispose of shares of Registrable Stock which such holders in their good faith discretion determine would have an anticipated aggregate offering price of at least $250,000 (based on 500,000 pursuant to a Short-Form Registration Statement, then such holders may request the then current Fair Market ValueCompany in writing to effect such registration, determined in accordance with Section 3(a) hereof); provided that if stating the underwriter (if any) managing form of registration statement under the offering determines that, because of marketing factors, all of the such shares of Registrable Stock requested Securities Act to be registered by the Holder and all other holders with contractual registration rights may not be included in the offeringused, then the Holder and all other holders of securities entitled by contract to include them in such Form S-3 Registration Statement shall participate in the registration pro rata based 6 upon the number of shares of Registrable Stock or other securities which they have requested to be so registered disposed of and the intended method of disposition of such shares. (on an as-converted c) Upon receipt of the request of the Initiating Holders pursuant to shares of Common Stock basis). ThereuponSection 1.2(a) or 1.2(b) above, the Company shallshall give prompt written notice thereof to all other holders of Registrable Stock. Subject to the provisions of Section 1.3 below, as expeditiously as possible, the Company shall use its best efforts to effect cause a registration statement to be declared effective promptly under the registration on Form S-3 (or such successor form) of all Securities Act relating to those shares of Registrable Stock or other securities which specified in the Company has been requested to so register. (ii) The Company shall be required to effect up to two registrations pursuant to Section 10(b)(i) above; provided, however, that (i) a registration shall not count as one requests of the two permitted registrations if less than one-quarter of Initiating Holders and the shares of Registrable Stock requested to be included in such registration are included and requests (ii) stating the Company shall not be required to effect any registration within nine months after the effective date of any other Registration Statement of the Company pursuant to Section 10(b)(i) or that permits inclusion number of shares of Registrable Stock pursuant to Section 10(cbe disposed of and the intended method of disposition of such shares) of this Warrant. (iii) If at the time other holders of any request to register shares of Registrable Stock pursuant to this Section 10(b), the Company is engaged or has fixed plans to engage (“Requesting Holders”) given within 90 30 days after receipt of the time of the request in a registered public offering as to which the Holder may include shares of Registrable Stock pursuant to Section 10(c), or is engaged in any other activity which, in the good faith determination of such notice from the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of four months from the date of receipt of the request by the Holder pursuant to this Section 10(b), such right to delay a request to be exercised by the Company not more than once in any twelve-month period.

Required Registrations. (ia) At any time The Majority Rollover Investors or, subject to Section 2.4, the Levy Family and PW Acquisition may request in writing that the Company is eligible to file register under the Securities Act all or a portion of their Registrable Stock on a Registration Statement on or file a prospectus supplement under the Short-Form S-3 Registration Statement for a Shelf Registration (as defined below) or any successor form relating to secondary offerings), the Holder may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of the offer Registrable Stock owned by the Holder having an aggregate offering price of at least $250,000 (based on the then current Fair Market Value, determined in accordance with Section 3(a) hereof); provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the such shares of Registrable Stock requested to be registered by the Holder and all other holders with contractual registration rights may not be included in the a firm-commitment underwritten offering, then the Holder and all other holders of securities entitled by contract to include them in such Form S-3 Registration Statement shall participate in the registration pro rata based 6 upon stating the number of shares of Registrable Stock or other securities which they have requested to be so registered (on an as-converted to shares disposed of Common Stock basis). Thereupon, and the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 (or intended method of disposition of such successor form) of all shares of Registrable Stock or other securities which the Company has been requested to so register. (ii) The Company shall be required to effect up to two registrations pursuant to Section 10(b)(i) aboveshares; provided, however, that such request (i) a shall cover the registration of Registrable Stock which would have an anticipated aggregate offering price (net of underwriting discounts and commissions) of at least $20,000,000, based on the closing price of the Common Stock on Nasdaq on the date of such request, unless the registration is for the balance of the Registrable Stock then held by the Rollover Investors (and after the balance of the Registrable Stock is sold pursuant to such registration, such Rollover Investors shall have no further Demand Registrations (as defined below)), and (ii) shall not count as one of the two permitted registrations if less than one-quarter on a Registration Statement until both (x) it has become effective and (y) at least 50% of the shares of Registrable Stock requested to be included in such registration has been registered pursuant to such registration. (b) Except to the extent provided in Section 4.4, all registrations requested pursuant to Section 4.1(a) are included and (iireferred to herein as “Demand Registrations”. Upon receipt of the request of a Demand Registration pursuant to Section 4.1(a) that is a Marketed Underwritten Offering, the Company shall not be required give prompt written notice thereof to effect all other holders of Registrable Stock (a “Demand Notice”). Subject to Section 4.2, the Company shall, with respect to any Demand Registration, use its reasonable best efforts to promptly file with the Commission the applicable registration within nine months after statement to register under the effective date Securities Act all shares of any other Registration Statement Registrable Stock specified in the requests of the Company pursuant to Section 10(b)(i) or Initiating Holders and, for any Demand Registration that permits inclusion is a Marketed Underwritten Offering, the requests (stating the number of shares of Registrable Stock pursuant to Section 10(cbe disposed of and the intended method of disposition of such shares) of this Warrant. (iii) If at the time other holders of any request to register shares of Registrable Stock pursuant to this Section 10(b)(such other holders, the “Requesting Holders”) given within 10 days after receipt of such Demand Notice from the Company. Notwithstanding the foregoing, the Company is engaged may delay giving any Demand Notice until after filing a registration statement, so long as all recipients of such Demand Notice have the same amount of time to determine whether or has fixed plans not to engage within 90 days of the time of the request participate in a registered public an offering as to which the Holder may include shares of Registrable Stock pursuant to Section 10(c), or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, they would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that have had if such request be delayed for a period Demand Notice had not in excess of four months from the date of receipt of the request by the Holder pursuant to this Section 10(b), such right to delay a request to be exercised by the Company not more than once in any twelve-month periodbeen so delayed.

Required Registrations. (ia) At any time that during the Company is eligible to file a Registration Statement period commencing February 24, 2001 and ending on Form S-3 (or any successor form relating to secondary offerings)August 24, the Holder 2001, C&W may request the Companyrequest, in writing, to that the Company effect the registration on Form S-3 (or such successor form), under the Securities Act of up to 50% of the Registrable Stock owned by Shares; provided, that the Holder having an aggregate offering price Company shall not be required to effect more than one -------- ---- registration pursuant to this Section 2.1(a). (b) At any time during the period commencing August 24, 2001 and ending August 24 2002, C&W may request, in writing, that the Company effect the registration under the Securities Act of at least $250,000 all Registrable Shares that have not previously been registered pursuant to Section 2.1(a) (based on the then current Fair Market Value, determined in accordance with Section 3(a) hereof"Remaining Unregistered Shares"); provided provided, that if the underwriter (if anyCompany shall not be obligated to -------- ---- register any Registrable Shares pursuant to this Section 2.1(b) managing if, at the offering determines thattime such request for registration is made by C&W, because of marketing factors, C&W may sell all of the such shares Remaining Unregistered Shares under Rule 144 under the Securities Act without regard to the volume limitations contained in paragraph (e) of Registrable Stock requested to be registered by Rule 144; and provided, -------- further that the Holder and all other holders with contractual registration rights may Company shall not be included in the offering, then the Holder and all other holders required to effect more than one ------- ---- registration pursuant to this Section 2.1(b). (c) Upon receipt of securities entitled by contract any request for registration pursuant to include them in such Form S-3 Registration Statement shall participate in the registration pro rata based 6 upon the number of shares of Registrable Stock or other securities which they have requested to be so registered (on an as-converted to shares of Common Stock basis). Thereuponthis Section 2, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 an appropriate registration form (or such successor forma "Registration Statement") of all shares of Registrable Stock or other securities Shares which C&W is entitled to have registered and has requested the Company has been requested to so register. (iid) If C&W intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a) or (b), as the case may be. If the managing underwriter determines that the marketing factors require a limitation of the number of shares to be underwritten, the number of Registrable Shares to be included in a Registration Statement filed pursuant to this Section 2.1, shall be reduced to the extent deemed advisable by the managing underwriter. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(d) or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall be required (together with C&W and all officers, directors and Other Holders proposing to effect up to two registrations pursuant to Section 10(b)(idistribute their securities through such underwriting) above; providedenter into an underwriting agreement in customary form (including, howeverwithout limitation, that (i) a registration shall not count as one customary indemnification and contribution provisions on the part of the two permitted registrations Company) with the managing underwriter. Notwithstanding any other provision of this Section 2.1(d), if less than one-quarter the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of Registrable Stock requested to shares that may be included in such registration are included and (ii) underwriting by C&W and such Other Holders shall be reduced , pro rata based upon the number of shares requested to be registered by C&W and such Other Holders, to the extent deemed advisable by the managing underwriter. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (e) C&W shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld. (f) For purposes of this Section 2, a Registration Statement shall not be required to effect any registration within nine months after the effective date of any other counted until such time as such Registration Statement has been declared effective by the Commission (unless C&W withdraws its request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to C&W after the date on which such registration was requested) and elects not to pay the Registration Expenses therefor pursuant to Section 10(b)(i) or that permits inclusion of shares of Registrable Stock pursuant to Section 10(c) of this Warrant2.3). (iiig) If at the time of any request to register shares of Registrable Stock Shares by C&W pursuant to this Section 10(b)2.1, the Company is engaged or has fixed plans to engage within 90 days of the time of the request in a registered public offering as to which the Holder may include shares of Registrable Stock pursuant to Section 10(c), or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Companyregistration, then the Company may at its option direct that such request be delayed for a period not in excess of four months 90 days from the date of receipt of the request by the Holder pursuant to this Section 10(b)such request, such right to delay a request to be exercised by the Company not more than once in any twelve12-month period.

Required Registrations. (i) At any time after December 1, 2000, holders of at least 40% of the Class D Shares that are Registrable Stock may request to Holdings in writing to effect a registration of Registrable Stock on a Long-Form Registration Statement (the Company "Long-Form Initiating Holders"). ---------------------------- (ii) At any time at which Holdings is eligible entitled to file a registration statement on a Short-Form Registration Statement on Form S-3 (Statement, one or any successor form relating to secondary offerings), the Holder more holders of Class D Shares that are Registrable Stock may request the Company, Holdings in writing, writing to effect the a registration on Form S-3 (or such successor form), of the Registrable Stock owned by the Holder having an aggregate offering price of at least $250,000 (based on the then current Fair Market Value, determined in accordance with Section 3(a) hereof); provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the such shares of Registrable Stock requested pursuant to a Short-Form Registration Statement (the "Short-Form Initiating Holders" and, together with Long-Form ----------------------------- Initiating Holders, "Initiating Holders"). ------------------ (iii) The request of the Initiating Holders pursuant to Sections 5(a)(i) or 5(a)(ii) shall state the form of registration statement under the Securities Act to be registered by the Holder used and all other holders with contractual registration rights may not be included in the offering, then the Holder and all other holders of securities entitled by contract to include them in such Form S-3 Registration Statement shall participate in the registration pro rata based 6 upon the number of shares of Registrable Stock or other securities which they have requested to be so registered (on an as-converted registered. Upon receipt of the request of the Initiating Holders pursuant to shares Sections 5(a)(i) or 5(a)(ii), Holdings will give prompt written notice thereof to all other holders of Common Stock basisRegistrable Stock. Subject to the provisions of Section 5(b). Thereupon, the Company shall, as expeditiously as possible, Holdings will use its best efforts promptly to effect the registration on Form S-3 (or such successor form) under the Securities Act of all shares of Registrable Stock or other securities which specified in the Company has been requested to so register. (ii) The Company shall be required to effect up to two registrations pursuant to Section 10(b)(i) above; provided, however, that (i) a registration shall not count as one request of the two permitted registrations if less than one-quarter of the shares of Registrable Stock requested to be included in such registration are included Initiating Holders and (ii) the Company shall not be required to effect any registration within nine months after the effective date request of any other Registration Statement of the Company pursuant to Section 10(b)(i) or that permits inclusion holders of shares of Registrable Stock pursuant to Section 10(c("Requesting Holders") (stating the number of this Warrant. (iii) If at the time of any request to register shares of ------------------ Registrable Stock pursuant to this Section 10(b), the Company is engaged or has fixed plans to engage be registered) given within 90 30 days of the time of the request in a registered public offering as to which the Holder may include shares of Registrable Stock pursuant to Section 10(c), or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of four months from the date of after receipt of the request by the Holder pursuant to this Section 10(b), such right to delay a request to be exercised by the Company not more than once in any twelve-month periodnotice from Holdings.

Required Registrations. (ia) At any time on or after the first anniversary of the Closing Date, the Seller may request, in writing, that the Company is eligible to file Buyer effect a Registration Statement registration on Form S-3 (or any successor form relating form) of up to secondary offerings), the Holder may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), one-half of the Registrable Stock owned by the Holder having an aggregate offering price of at least $250,000 Shares (based on the then current Fair Market Value, determined as defined in accordance with Section 3(aSubsection 10.3(e) hereof); provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the such shares of Registrable Stock requested to be registered by the Holder and all other holders with contractual registration rights may not be included in the offering, then the Holder and all other holders of securities entitled by contract to include them in such Form S-3 Registration Statement shall participate in the registration pro rata based 6 upon the number of shares of Registrable Stock or other securities which they have requested to be so registered (on an as-converted to shares of Common Stock basisbelow). Thereupon, the Company shall, as expeditiously as possible, Buyer shall use its best efforts to effect the registration on Form S-3 (or such any successor form) of all shares of such Registrable Stock or other securities Shares which the Company Buyer has been requested to so register. (b) At any time on or after the second anniversary of the Closing Date, the Seller may request, in writing, that the Buyer effect a registration on Form S-3 (or any successor form) of the remaining Registrable Shares. Thereupon, the Buyer shall use its best efforts to effect the registration on Form S-3 (or any successor form) of all such Registrable Shares which the Buyer has been requested to so register. (c) If practicable, upon a request by the Seller to register up to one-half of the Registrable Shares pursuant to Subsection 10.3(a) above, the Buyer may, at its option, choose to register on Form S-3 (or any successor form) all of the Registrable Shares subject to required registrations pursuant to Subsections 10.3(a) and 10.3(b) above. In such event, the Seller agrees to execute a "lock- up" agreement containing usual and customary provisions and providing that no more than one-half of the Registrable Shares will be sold by the Seller under the Form S-3 prior to the second anniversary of the Closing Date. (d) In connection with the registration of Registrable Shares pursuant to this Section 10, the Buyer may by written notice require that the Seller immediately cease offers and sales of shares pursuant to any Registration Statement (as defined in Subsection 10.3(f) below) (a "Black Out Requirement") at any time that (i) the Buyer becomes engaged in a business activity or negotiation which is not disclosed in the Registration Statement (or the prospectus included therein) which the Buyer reasonably believes must be disclosed therein under applicable law and which the Buyer desires to keep confidential for business purposes, the disclosure of which at such time the Buyer reasonably believes could have an adverse effect on the Buyer or its business or prospects or on the successful completion of such business activity or negotiation or on the market price of the Buyer's stock; (ii) The Company shall the Buyer reasonably believes that a particular disclosure so determined to be required to effect up to two registrations pursuant to Section 10(b)(ibe disclosed therein would be premature or would adversely affect the Buyer or its business or prospects or the market price of the Buyer's stock or (iii) abovethe Registration Statement can no longer be used under the existing rules and regulations promulgated under the Securities Act; provided, however, that (ix) a registration the Buyer shall not count as one of the two permitted registrations if less impose more than one-quarter of the shares of Registrable Stock requested to be included in such registration are included three Black Out Requirements per annum, (y) no single Black Out Requirement shall last more than 45 days and (iiz) the Company total number of days subject to Black Out Requirements shall not exceed an aggregate of 90 days per annum. The Buyer shall not be required to effect disclose to the Seller the reasons for requiring a suspension of offers and sales hereunder, and the Seller shall not disclose to any registration within nine months after third party the effective date existence of any other Registration Statement of the Company pursuant to Section 10(b)(i) or that permits inclusion of shares of Registrable Stock pursuant to Section 10(c) of this Warrantsuch suspension. (iiie) If at For purposes of this Agreement, "Registrable Shares" means (i) the time of Shares and (ii) any request to register other shares of Buyer Common Stock issued in respect of such Shares (because of stock splits, stock dividends, reclassifications, recapitalizations or similar events); provided, however, that shares of Buyer Common Stock which are Registrable Stock Shares shall cease to be Registrable Shares (x) upon any sale pursuant to this a registration statement under the Securities Act, Section 10(b), the Company is engaged or has fixed plans to engage within 90 days 4(1) of the Securities Act or Rule 144 under the Securities Act; (y) at such time as all of the request in a registered public offering Registrable Shares then held by the Seller may be sold without restriction as to which the Holder volume under Rule 144 or (z) at such time as all such Registrable Shares may include shares of Registrable Stock pursuant to Section 10(c), or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected sold by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of four months from the date of receipt of the request by the Holder pursuant to this Section 10(bSeller under Rule 144(k), such right to delay a request to be exercised by the Company not more than once in any twelve-month period.

Required Registrations. (i) At any time after December 1, 2000, holders of at least 40% of the Class D Shares that are Registrable Stock may request to Holdings in writing to effect a registration of Registrable Stock on a Long-Form Registration Statement (the Company "Long-Form Initiating Holders"). ---------------------------- (ii) At any time at which Holdings is eligible entitled to file a registration statement on a Short-Form Registration Statement on Form S-3 (Statement, one or any successor form relating to secondary offerings), the Holder more holders of Class D Shares that are Registrable Stock may request the Company, Holdings in writing, writing to effect the a registration on Form S-3 (or such successor form), of the Registrable Stock owned by the Holder having an aggregate offering price of at least $250,000 (based on the then current Fair Market Value, determined in accordance with Section 3(a) hereof); provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the such shares of Registrable Stock requested pursuant to a Short-Form Registration Statement (the "Short-Form Initiating Holders" and, together with ----------------------------- Long-Form Initiating Holders, "Initiating Holders"). ------------------ (iii) The request of the Initiating Holders pursuant to Sections 5(a)(i) or 5(a)(ii) shall state the form of registration statement under the Securities Act to be registered by the Holder used and all other holders with contractual registration rights may not be included in the offering, then the Holder and all other holders of securities entitled by contract to include them in such Form S-3 Registration Statement shall participate in the registration pro rata based 6 upon the number of shares of Registrable Stock or other securities which they have requested to be so registered (on an as-converted registered. Upon receipt of the request of the Initiating Holders pursuant to shares Sections 5(a)(i) or 5(a)(ii), Holdings will give prompt written notice thereof to all other holders of Common Stock basisRegistrable Stock. Subject to the provisions of Section 5(b). Thereupon, the Company shall, as expeditiously as possible, Holdings will use its best efforts promptly to effect the registration on Form S-3 (or such successor form) under the Securities Act of all shares of Registrable Stock or other securities which specified in the Company has been requested to so register. (ii) The Company shall be required to effect up to two registrations pursuant to Section 10(b)(i) above; provided, however, that (i) a registration shall not count as one request of the two permitted registrations if less than one-quarter of the shares of Registrable Stock requested to be included in such registration are included Initiating Holders and (ii) the Company shall not be required to effect any registration within nine months after the effective date request of any other Registration Statement of the Company pursuant to Section 10(b)(i) or that permits inclusion holders of shares of Registrable Stock pursuant to Section 10(c("Requesting Holders") (stating the number of this Warrant. (iii) If at the time of any request to register shares of ------------------ Registrable Stock pursuant to this Section 10(b), the Company is engaged or has fixed plans to engage be registered) given within 90 30 days of the time of the request in a registered public offering as to which the Holder may include shares of Registrable Stock pursuant to Section 10(c), or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of four months from the date of after receipt of the request by the Holder pursuant to this Section 10(b), such right to delay a request to be exercised by the Company not more than once in any twelve-month periodnotice from Holdings.