BOARD, EACH
EXECUTIVE SHALL EXECUTE IN BLANK SECURITY TRANSFER POWERS IN A FORM ACCEPTABLE
TO THE BOARD (THE "SECURITY POWERS") WITH RESPECT TO HIS, HER OR ITS SECURITIES
AND SHALL DELIVER SUCH SECURITY POWERS TO THE COMPANY. THE SECURITY POWERS SHALL
AUTHORIZE THE COMPANY TO ASSIGN, TRANSFER AND DELIVER THE SECURITIES TO THE
APPROPRIATE ACQUIROR THEREOF PURSUANT TO THE TERMS OF THIS AGREEMENT. ANY
CERTIFICATE EVIDENCING SECURITIES HELD BY AN EXECUTIVE OR PERMITTED TRANSFEREE
THEREOF (OTHER THE COMPANY OR THE INVESTORS) SHALL BE RETAINED BY THE COMPANY
AND SHALL NOT BE DELIVERED TO SUCH EXECUTIVE OR PERMITTED TRANSFEREE UNTIL THE
CONSUMMATION OF A QUALIFIED PUBLIC OFFERING, AND THEN ONLY CERTIFICATE(S)
EVIDENCING VESTED COMMON UNITS SHALL BE SO DELIVERED TO SUCH EXECUTIVE OR SUCH
PERMITTED TRANSFEREE.
8.
DEMAND REGISTRATIONS.
(A)
REQUESTS FOR REGISTRATION. THE
SECURITYHOLDERS CONTEMPLATE THE ORGANIZATION OF A CORPORATION AND REORGANIZATION
OR RECAPITALIZATION OF THE COMPANY PURSUANT TO SECTION 15.7 OF THE LLC
AGREEMENT. THE CORPORATE SUCCESSOR TO THE COMPANY SHALL BE REFERRED TO HEREIN AS
8
THE "CORPORATION."
AT ANY TIME AND FROM TIME TO TIME AFTER THE ORGANIZATION OF
THE CORPORATION, THE HOLDERS OF A MAJORITY OF THE INVESTOR REGISTRABLE
SECURITIES MAY REQUEST REGISTRATION UNDER THE SECURITIES ACT OF ALL OR ANY
PORTION OF THEIR REGISTRABLE SECURITIES ON FORM S-1 OR ANY SIMILAR LONG-FORM
REGISTRATION ("LONG-FORM REGISTRATIONS"), OR ON FORM S-2 OR S-3 (INCLUDING
PURSUANT TO RULE 415 UNDER THE SECURITIES ACT) OR ANY SIMILAR SHORT-FORM
REGISTRATION ("SHORT-FORM REGISTRATIONS"), IF AVAILABLE. ALL REGISTRATIONS
REQUESTED PURSUANT TO THIS SECTION 8(A) ARE REFERRED TO HEREIN AS "DEMAND
REGISTRATIONS."
EACH REQUEST FOR A DEMAND REGISTRATION SHALL SPECIFY THE
APPROXIMATE NUMBER OF REGISTRABLE SECURITIES REQUESTED TO BE REGISTERED AND THE
ANTICIPATED PER SHARE OR PER UNIT PRICE RANGE FOR SUCH OFFERING. WITHIN TEN DAYS
AFTER RECEIPT OF ANY SUCH REQUEST, THE CORPORATION SHALL GIVE WRITTEN NOTICE OF
SUCH REQUESTED REGISTRATION TO ALL OTHER HOLDERS OF REGISTRABLE SECURITIES AND
SHALL INCLUDE IN SUCH REGISTRATION ALL REGISTRABLE SECURITIES WITH RESPECT TO
WHICH THE CORPORATION HAS RECEIVED WRITTEN REQUESTS FOR INCLUSION THEREIN WITHIN
15 DAYS AFTER THE RECEIPT OF THE CORPORATION'S NOTICE (THE "INCLUDED REGISTRABLE
SECURITIES").
(B)
INVESTOR LONG-FORM REGISTRATIONS. THE
HOLDERS OF INVESTOR REGISTRABLE SECURITIES SHALL BE ENTITLED TO REQUEST AN
UNLIMITED NUMBER OF LONG-FORM REGISTRATIONS IN WHICH THE CORPORATION SHALL PAY
ALL REGISTRATION EXPENSES (AS DEFINED IN SECTION 12). ALL LONG-FORM
REGISTRATIONS SHALL BE UNDERWRITTEN REGISTRATIONS.
(C)
INVESTOR SHORT-FORM REGISTRATIONS. IN
ADDITION TO THE LONG-FORM REGISTRATIONS PROVIDED PURSUANT TO SECTION 8(B), THE
HOLDERS OF
INVESTOR REGISTRABLE SECURITIES SHALL BE ENTITLED TO REQUEST AN
UNLIMITED NUMBER OF SHORT-FORM REGISTRATIONS IN WHICH THE CORPORATION SHALL PAY
ALL REGISTRATION EXPENSES. DEMAND REGISTRATIONS SHALL BE SHORT-FORM
REGISTRATIONS WHENEVER THE CORPORATION IS PERMITTED TO USE ANY APPLICABLE SHORT
FORM. AFTER THE CORPORATION HAS BECOME SUBJECT TO THE REPORTING REQUIREMENTS OF
THE SECURITIES EXCHANGE ACT, THE CORPORATION SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO MAKE SHORT-FORM REGISTRATIONS ON FORM S-3 AVAILABLE FOR THE SALE OF
REGISTRABLE SECURITIES. IF THE CORPORATION, PURSUANT TO THE REQUEST OF THE
HOLDER(S) OF