Common use of Shelf Registration Statement Clause in Contracts

Shelf Registration Statement. At any time and from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registration Statement. At any time and from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly As soon as practicable after the Corporation receives written notice of a request for a Shelf RegistrationClosing Date, but in no event more than one hundred eighty (180) days following the Closing Date, the Corporation Company shall use reasonable best efforts to prepare and file with the Securities and Exchange Commission a registration statement under Registration Statement covering the resale of all of the Registrable Securities Act (the “Shelf Registration”) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (such Registration Statement, together with any post-effective amendment thereto and any new Registration Statement filed pursuant to this Section 3.1(a), are collectively referred to herein as the Shelf Registration (a “Shelf Registration Statement”). The Corporation Shelf Registration Statement filed hereunder shall be on Form S-3 or any successor form (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause any the Shelf Registration Statement filed hereunder to be declared effective under the Securities Act as soon promptly as practicable possible after the initial filing of such Shelf Registration Statementthereof, and once effective, the Corporation shall cause use its reasonable best efforts to keep such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request (including by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial filing any necessary post-effective date of amendments to such Shelf Registration Statement or a new Shelf Registration Statement, (B) under the date on which Securities Act until all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf or another Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time Act or otherwise cease to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the be Registrable Securities or any other Holder if (such resale does not require a supplement to period of effectiveness, the “Shelf Period”). The Company will pay all Registration Expenses in connection with the Shelf Registration StatementRegistration, whether or not any registration or Prospectus becomes effective or final.

Shelf Registration Statement. At any time Prior to the Closing, the Amneal Group Representative and from time to time when Impax shall jointly prepare, and Impax shall cause the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities SEC (no later than five (5) Business Days following the later of (i) the date on which the Registration Statement on Form S-4, to be jointly prepared by Amneal and Exchange Commission a registration statement under Impax and filed by the Securities Act Company in accordance with Section 6.01 of the Transaction Agreement (the “Form S-4 Registration Statement”), is declared effective by the SEC and (ii) the date that Impax has received all information reasonably required from Amneal Group for inclusion in the Shelf Registration Statement, to the extent such information was not previously included in the Form S-4 Registration Statement) a “shelf” registration statement on Form S-1 with the SEC with respect to resales of all Registrable Shares to be held by Amneal Group following the Closing in accordance with Rule 415 (a together with any additional registration statements filed to register any Registrable Shares, the “Shelf Registration Statement”). The Corporation Prior to the Closing, Impax shall use its reasonable best efforts to cause any the Company to, and following the Closing the Company shall, use its reasonable best efforts to (i) cause the Shelf Registration Statement on Form S-1 filed pursuant to this Section 5.1 to be declared effective under the Securities Act as soon promptly as practicable reasonably possible after filing with the initial filing SEC and (ii) maintain the effectiveness of such Shelf Registration Statement, (and once effective, the Corporation shall cause availability for use of) such Shelf Registration Statement to remain continuously on Form S-1 (including by, without limitation, filing any post-effective for such time period as is specified amendments thereto or prospectus supplements in the request by the Holders, but for no time period longer than the period ending on the earliest of (Arespect thereof) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such until a Shelf Registration Statement have on Form S-3 has been sold declared effective pursuant to the below. Upon becoming eligible to use Form S-3, the Company shall promptly file a Shelf Registration Statement on Form S-3, which may be in the form of a post-effective amendment to the Shelf Registration StatementStatement on Form S-1, covering all of the then Registrable Shares and will maintain the effectiveness of the Shelf Registration Statement on Form S-3 (Cor such comparable or successor form) the date then in effect until such time as of which there are no longer Registrable Shares. Notwithstanding the foregoing provisions of this Section 5.1, if the SEC prevents the Company from including on a registration statement any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality or all of the foregoingRegistrable Shares to be registered pursuant to this Section 5.1 due to limitations on the use of Rule 415 of the Securities Act for the resale of Registrable Shares by Amneal Group (a “Rule 415 Limitation”), such registration statement shall register the Corporation resale of a number of Registrable Shares which is equal to the maximum number of shares as is permitted by the SEC, and the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to register all of the such remaining Registrable Securities owned by or issuable to the Original LLC Owners Shares for resale as promptly as reasonably practicable in accordance with the terms applicable rules, regulations and guidance of the LLC Agreement (or SEC. In such other event, the number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement Shares to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of registered for each Amneal Group Member in such registration statement shall be reduced pro rata (i) the expiration of the Holdback Period first, among all Amneal Group Members and (ii) second, among purchasers of Company Common Stock in any Company-Assisted PIPE Transaction, in each case based on the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided proportion that any the number of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in Registrable Shares held by such Shelf Registration Statement the Registrable Securities owned Amneal Group Member or shares held by or issuable such purchasers pursuant to such Holder. In order for any registration statement bears to the total number of the Original LLC Owners Registrable Shares or shares held by such purchasers, as applicable, to be named as a selling securityholder in registered pursuant to such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementregistration statement.

Shelf Registration Statement. At any time and from time to time when (a) As soon as practicable but no later than thirty (30) calendar days after the date hereof (the “Filing Date”), the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall prepare and file with (or confidentially submit to) the Securities and Exchange Commission a shelf registration statement under Rule 415 of the Securities Act for the Shelf Registration (such registration statement, a “Shelf Registration Statement”). The Corporation ) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable best efforts to cause any have such Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, thereof and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer later than the period ending on the earliest earlier of (Ax) 60 calendar days (or 120 calendar days if the third anniversary of Commission notifies the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to Company that it will “review” the Shelf Registration Statement) following the date hereof and (y) 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that (i) if the Effectiveness Date falls on a Saturday, Sunday or other day that Commission is closed for business, the Effectiveness Date shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same amount of Business Days that the Commission remains closed for operations. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and (C) requested by, any Holder named therein. The Company shall maintain the date Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of which the Securities Act until such time as there are no longer any Registrable Securities covered Securities. If at any time the Company shall have qualified for the use of a Registration Statement on Form S-3 or any other form that permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Shelf Registration Statement in existence. Without limiting on Form S-1, then the generality of the foregoing, the Corporation Company shall use its reasonable best commercially reasonably efforts to prepare convert such outstanding Shelf Registration Statement on Form S-1 into a Shelf Registration Statement with respect to on Form S-3. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities owned by or issuable under the Shelf Registration Statement due to limitations on the Original LLC Owners in accordance with the terms use of Rule 415 of the LLC Agreement (or Securities Act, such other Shelf Registration Statement shall register for resale such number of Registrable Securities specified in writing which is equal to the maximum number of Registrable Securities as is permitted by the Holder with respect to Commission. In such event, the number of Registrable Securities owned by or issuable other shares to be registered for each selling stockholder named in the Shelf Registration Statement shall be reduced pro rata among all such Holderselling stockholders and as promptly as practicable after being permitted to register additional shares under Rule 415 under the Securities Act, the Company shall amend the Shelf Registration Statement or file one or more new Shelf Registration Statement(s) (such amendment or new Shelf Registration Statement shall also be deemed to be “Shelf Registration Statement” hereunder) to enable register such additional Registrable Securities and cause such amendment or Shelf Registration Statement Statement(s) to be filed and maintained with the Securities and Exchange Commission become effective as soon as practicable after the filing thereof and no later than the earlier of (x) 30 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) after the filing of such Shelf Registration Statement and (y) 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to occur of further review (such earlier date, the “Additional Effectiveness Date”); provided, however, that (i) if such day falls on a Saturday, Sunday or other day that the expiration of Commission is closed for business, the Holdback Period Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Corporation becoming eligible Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Shelf Registration Statement for by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder set forth in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in this Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement2.

Shelf Registration Statement. At The Company will file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time when following the Company is eligible to utilize a Shelf Registration, subject to expiration of the availability of required financial information, as promptly as practicable after ninety (90) day period beginning on the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file date hereof in accordance with the Securities and Exchange Commission a registration statement under methods of distribution set forth in the Securities Act for Plan of Distribution section of the Shelf Registration (a “Statement, and, if such Shelf Registration Statement”). The Corporation Statement is not effective within ninety (90) days of the date hereof, the Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously promptly be declared or otherwise become effective for under the Securities Act. Any such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold registration pursuant to the Shelf Registration StatementStatement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), and (C) the date as Company shall maintain the continuous effectiveness of which there are no longer any Registrable Securities covered by such the Shelf Registration Statement in existence. Without limiting for the generality of the foregoingmaximum period permitted by SEC rules, the Corporation and shall use its reasonable best efforts to prepare a replace any Shelf Registration Statement at or before expiration, if applicable, with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such a successor effective Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that extent any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to remain outstanding (such Holder. In order for any period of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statementeffectiveness, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such “Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(iiPeriod”), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registration Statement. At any time and Upon the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file with the Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. The Corporation Except as provided in this Section 8.5, the Corporate Manager shall use its reasonable best efforts to cause any such Shelf Registration Statement to be declared effective under by the Securities Act Commission as soon as reasonably practicable after the initial submission or filing of such Shelf Registration Statement, thereof and once effective, the Corporation shall cause to keep such Shelf Registration Statement to remain continuously effective for such a period of at least 180 days. Any Shelf Registration Statement shall provide for the resale from time period as is specified in the request to time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary holders of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities Corporate Shares covered by such Shelf Registration Statement have been sold pursuant Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Shelf Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of Notwithstanding the foregoing, the Corporation Corporate Manager shall use its reasonable best efforts not be obligated to prepare effect a Shelf Registration Statement registration pursuant to this Section 8.5 during the period starting with respect the date 45 days prior to all the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Registrable Securities owned by or issuable Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Original LLC Owners Corporate Manager has determined in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of good faith that (i) the expiration filing of a registration statement could jeopardize or delay any contemplated material transaction or would require the Holdback Period and disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporation becoming eligible Corporate Manager then is unable to file a Shelf Registration Statement for a Short-Form Registration; provided that any comply with requirements of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with Commission applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement requested registration (notwithstanding its commercially reasonable efforts to the Shelf Registration Statement.so comply) or

Shelf Registration Statement. At Within 45 calendar days of receipt of the initial written request from the Initiating Holder or 30 calendar days of receipt of a subsequent written request from the Initiating Holder, which subsequent request may be made by the Initiating Holder once in accordance with Section 5.5(a), Parent shall prepare, file and use reasonable best efforts to have declared effective by the SEC a shelf registration statement, or to terminate suspension of an effective shelf registration statement, relating to the offer and sale by the Holder(s) at any time and from time to time when the Company is eligible to utilize on a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file delayed or continuous basis in accordance with the Securities and Exchange Commission a registration statement Rule 415 under the Securities Act for and in accordance with this Agreement, of all the Shelf Registration Registrable Securities then held by the Holder(s) (each, a “Shelf Registration Statement”). The Corporation If, at the time of filing of a Registration Statement, the Registration Statement is eligible to become effective upon filing pursuant to Rule 462(e) (or any successor rule) under the Securities Act, Parent shall file the Registration Statement as an automatic shelf registration statement pursuant to such rule. If the Registration Statement is not so eligible to become effective upon filing, Parent shall use its reasonable best efforts to cause any Shelf have the Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the initial filing of (with such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf the Registration Statement have been sold pursuant becomes effective referred to as the “Registration Effective Date”). Promptly (i) upon the filing thereof in the case of an automatic shelf or (ii) upon receipt of an order of the SEC declaring the Registration Statement effective, Parent shall deliver to the Shelf Registration Statement, and (CHolder(s) included in the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality a copy of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf such Registration Statement and any amendments thereto together with respect an opinion of counsel representing Parent for the purposes of such Registration, in form and substance reasonably acceptable to the Holder(s), addressed to the Holder(s), including, confirming that the Registration Statement is effective and that all of the Registrable Securities owned by or issuable have been duly registered and, subject to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary transfer restrictions contained in Section 2(g)(ii)4 of this Agreement, any Holder are freely transferable and that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority all of the Registrable Securities or any other Holder if such resale does not require a supplement to have been admitted for listing on the Shelf Registration StatementNew York Stock Exchange.

Shelf Registration Statement. At a. The Company shall, at its expense, prepare and file with the SEC, as soon as practicable, but in no event later than one hundred twenty (120) days, following the registration of the Class A Common Stock or Class B Common Stock of the Company under the Securities Act or the Exchange Act (an "EFFECTIVE REGISTRATION") or any time and Change of Control pursuant to which the Warrant becomes exercisable for securities registered under the Securities Act or the Exchange Act of the surviving company (the "FILING DEADLINE"), a Shelf Registration Statement with respect to resales of the Transfer Restricted Securities by the Holders from time to time when the Company is eligible on a delayed or continuous basis pursuant to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file Rule 415 and in accordance with the Securities and Exchange Commission a registration statement under the Securities Act for the methods of distribution set forth in such Shelf Registration (a “Shelf Registration Statement”). The Corporation Statement and thereafter shall use its reasonable best efforts to cause any such Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial Filing Deadline, but in no event later than one hundred and eighty (180) days after the completion of the Effective Registration or any Change of Control pursuant to which the Warrant becomes exercisable for securities registered under the Securities Act or the Exchange Act of the surviving company (the "EFFECTIVENESS DEADLINE"). The first filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period shall contain the "Plan of Distribution" section in substantially the form attached hereto as is specified in Exhibit B. The Company shall supplement or amend the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant if required by the rules, regulations or instructions applicable to the registration form used by the Company for the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered or by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, the Exchange Act or the SEC. The Company shall not register any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities Class A Common Stock or any other Holder if such resale does not require securities for the benefit of any Person other than the Company or a supplement holder of Existing Incidental Registration Rights, in advance of registering the Transfer Restricted Securities pursuant to the Shelf Registration Statementthis Section 2.1 or pursuant to Section 2.2 (other than a registration on Form S-4).

Shelf Registration Statement. At any time and from time to time when Within 120 days after the date hereof, the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Commission a Shelf Registration relating to the offer and sale of (i) all of the Registrable Securities and Exchange Commission a registration statement (ii) all shares of Company Common Stock that the Company is requested to register under the Securities Act for Existing Shareholder Agreement. Thereafter, the Shelf Registration (a “Shelf Registration Statement”). The Corporation Company shall use its reasonable best efforts to cause any such Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable within 180 days after the initial filing of such Shelf Registration Statement, and once effective, date hereof. The Company shall use its reasonable best efforts to keep the Corporation shall cause such Shelf Registration Statement continuously effective, subject to remain continuously effective for such time period as is specified the other provisions of this Section 1.02(a), in order to permit the request prospectus included therein to be lawfully delivered by the HoldersHolders of the relevant Registrable Securities, but for no time period longer than until the period ending on the earliest of (A) the third second anniversary of the initial effective date of hereof or such Shelf Registration Statement, (B) shorter period that will terminate when all the date on which all Registrable Securities covered by such the Shelf Registration Statement have been sold pursuant thereto or cease to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existencebe outstanding. Without limiting the generality of the foregoing, the Corporation The Company shall use its reasonable best efforts to prepare a cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (other than with respect to all information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein). The filing of the Registrable Securities owned by or issuable to Shelf Registration Statement and the Original LLC Owners in accordance with the terms causing of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed declared effective shall be at the Company’s own expense as provided in Section 1.02(c). Notwithstanding any other provision of this Agreement to the contrary, if there is (i) material non-public information regarding the Company which the Company’s Board of Directors reasonably determines to be significantly disadvantageous for the Company to disclose and maintained with which the Company is not otherwise required to disclose at such time, (ii) there is a significant business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, share exchange, tender offer or other similar transaction) available to the Company which the Board reasonably determines to be significantly disadvantageous for the Company to disclose or (iii) there is any other event or condition of similar significance to the Company that the Board reasonably determines to be significantly disadvantageous for the Company to disclose and which the Company is not otherwise required to disclose at such time (each, a “Disadvantageous Condition”), and the Company’s Board of Directors shall adopt a resolution setting forth in reasonable detail the Disadvantageous Condition (giving due regard to any confidentiality or competitive considerations), then the Company shall not be required to file any amendment or supplement required to maintain the effectiveness of the Shelf Registration until the earlier of (x) 120 days following the date such resolution was adopted and (y) the date such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Holders) and upon receipt of any such notice of a Disadvantageous Condition all Holders selling securities pursuant to the Shelf Registration Statement shall discontinue use of the prospectus contained in the Shelf Registration Statement and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies, then in such Holder’s possession, of the prospectus then covering such Registrable Securities and Exchange Commission current at the time of receipt of such notice. The Company shall use it reasonable best efforts to cause a Disadvantageous Condition to cease to apply as soon as practicable after the later to occur Company’s Board of (i) Directors determines that a Disadvantageous Condition applies. The Company may not suspend the expiration effectiveness or availability of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement pursuant to this Section 1.02(a) for more than 120 consecutive days. Within 20 days after receiving a Short-Form Registration; provided that notice of a Disadvantageous Condition, the applicable Requesting Holders may withdraw any of outstanding Demand Request by giving written notice thereof to the Original LLC Owners mayCompany, with respect to itselfand, instruct the Corporation in writing if withdrawn, such Demand Request shall be deemed not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order have been made for any purposes of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementthis Agreement.

Shelf Registration Statement. At any time and from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation The Issuers shall file with the Securities Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Commission a registration statement under Notes as to which Section 2(c)(iv) is applicable, which may be an amendment to the Securities Act for Exchange Offer Registration Statement (the Shelf Registration (a “Initial Shelf Registration Statement”). The Corporation Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). Notwithstanding the foregoing, in the event a Shelf Filing Event occurs as a result of the event set forth in Section 2(c)(ii), the Issuers’ obligation to file an Initial Shelf Registration pursuant to this Section 3 shall cease ab initio if the Exchange Offer is completed within 255 days of the Issue Date, or, if such date is not a Business Day, the next day that is a Business Day. The Issuers shall use its their respective reasonable best efforts (x) to cause any the Initial Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable on or prior to the 90th day after the initial filing of Company determines or is notified that such a Shelf Registration Statement, Filing Event has occurred and once effective, (y) to keep the Corporation shall cause such Initial Shelf Registration Statement to remain continuously effective under the Securities Act for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of date which is two years from the date it becomes effective (A) or one year if the third anniversary of the initial effective date of such Initial Shelf Registration StatementStatement is filed at the request of an Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (Bthe “Effectiveness Period”), or such shorter period ending when (i) the date on which all Registrable Securities Notes covered by such the Initial Shelf Registration Statement have been sold pursuant to in the Shelf Registration Statement, manner set forth and (C) as contemplated in the date as of which there are no longer any Registrable Securities covered by such Initial Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts or cease to prepare be outstanding or (ii) a Subsequent Shelf Registration Statement with respect to covering all of the Registrable Securities owned Notes covered by or issuable to and not sold under the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Initial Shelf Registration Statement to be filed and maintained with or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities and Exchange Commission as soon as practicable after the later to occur of Act; provided, however, that (i) the expiration Effectiveness Period in respect of the Holdback Period Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Corporation becoming eligible to file a Company may suspend the effectiveness of the Initial Shelf Registration Statement for by written notice to the Holders solely as a Short-Form Registration; provided that any result of the Original LLC Owners may, with respect filing of a post-effective amendment to itself, instruct the Corporation in writing not to include in such Initial Shelf Registration Statement the Registrable Securities owned by or issuable to where such Holder. In order for any of the Original LLC Owners post-effective amendment is not yet effective and needs to be named as a selling securityholder in such Shelf Registration Statement, declared effective to permit holders to use the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementrelated Prospectus.

Shelf Registration Statement. At any time and from time (a) Parent shall use its commercially reasonable efforts to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a keep its registration statement under on Form S-3 (the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared ) continuously effective under the Securities Act as soon as practicable after in order to permit the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement Prospectus forming a part thereof to remain continuously effective for such time period as is specified in the request be usable by the Holders, but Seller for no time period longer than the period ending on the earliest sale of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) until the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existenceoutstanding. Without limiting the generality of the foregoing, Parent shall file on the Corporation shall Closing Date a Prospectus supplement naming the Seller (subject to receipt of information reasonably requested by Parent necessary to complete such Prospectus supplement). Except as would not materially restrict or impair Seller’s rights to use its reasonable best efforts to prepare a the Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable Statement, Parent hereby represents and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of warrants that (i) the expiration Shelf Registration Statement referred to in this ‎Section 5.23 is an “automatic shelf registration statement” as defined under Rule 405 of the Holdback Period Securities Act that has been filed with the SEC not earlier than three years prior to the date hereof; and no notice of objection of the SEC to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by Parent; (ii) at the Corporation becoming eligible to file a time of initial filing of the Shelf Registration Statement for a Short-Form Registration; provided that any and at the time of the Original LLC Owners may, most recent amendment thereto for purposes of compliance with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any Section 10(a)(3) of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, and at the time Parent was a “well known seasoned issuer” as amended from time to timedefined in Rule 405, or any similar successor rule thereto. Notwithstanding anything to including not having been an “ineligible issuer” as defined in Rule 405; (iii) as of the contrary in Section 2(g)(ii)date hereof, any Holder that is named as a selling securityholder in such no order suspending the effectiveness of the Shelf Registration Statement may make a secondary resale under such has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against Parent or related to the offering has been initiated or threatened by the SEC; (iv) as of the applicable effective date of the Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or and any other Holder if such resale does not require a supplement to amendment thereto, the Shelf Registration StatementStatement complied and will comply with the Securities Act, and the rules and regulations of the SEC thereunder, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and (v) as of the date of the Prospectus and any amendment or supplement thereto, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration Statement. At any time The Operating Partnership and from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation Partnership shall file with the Securities and Exchange Commission a registration statement under Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering (i) all of the Registrable Securities Act for not exchanged in the Exchange Offer, (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes as to which Section 2(c)(ii)(D) is applicable (the "Shelf Registration Statement"). The Operating Partnership and the Partnership shall use their respective reasonable efforts to file with the Commission the Shelf Registration Statement as soon as practicable and in any event on or prior to the 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (a “but not including any underwritten offerings). The Operating Partnership and the Partnership shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement”). The Corporation Operating Partnership and the Partnership shall use its their respective reasonable best efforts to cause any the Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable on or prior to the date that is 180 days after delivery of the initial filing of such Shelf Registration Statement, Notice and once effective, to keep the Corporation shall cause such Shelf Registration Statement to remain continuously effective for under the Securities Act until the date that is two years from the Closing Date (or such time shorter restrictive period as is specified in the request by the Holders, but for no time period longer than the may be required pursuant to Rule 144(k)) or such shorter period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which when all Registrable Securities covered by such the Shelf Registration Statement have been sold pursuant to in the manner set forth and as contemplated in the Shelf Registration StatementStatement or cease to be outstanding (the "Effectiveness Period"); provided, and (C) however, that the date as Effectiveness Period in respect of which there are no longer any Registrable Securities covered by such the Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable be extended to the Original LLC Owners in accordance extent required to permit dealers to comply with the terms applicable prospectus delivery requirements of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated Rule 174 under the Securities Act, Act and as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementotherwise provided herein.

Shelf Registration Statement. At any time and from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as As promptly as practicable after the Corporation receives written notice of a request for a Shelf RegistrationClosing Date but in no event more than 21 days thereafter, the Corporation shall Company shall, at its sole expense, use commercially reasonable efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals, clearances and authorizations of, or any exemption by, all Governmental Entities necessary or advisable in order to include all Shares (including shares of Voting Common Stock issuable upon conversion of shares of Non-Voting Common Stock) in the Company’s existing Form S-3 shelf registration statement on file with the Securities and Exchange Commission SEC (File No. 333-165016) (the “Shelf Registration Agreement”). Upon receipt of the necessary approvals described in the preceding sentence (if any are needed), the Company shall as soon as practicable file a registration statement under the Securities Act for post-effective amendment to the Shelf Registration Statement to register the resale of the Shares (including shares of Voting Common Stock issuable upon conversion of shares of Non-Voting Common Stock) not already registered thereby, or will file a “Shelf Registration Statement”). The Corporation shall new shelf registration statement, to register the resale of such Shares not already registered thereby, and in each case will use its commercially reasonable best efforts to cause any Shelf Registration Statement to be declared such shelf registration statement (either the post-effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant amendment to the Shelf Registration Statement, and (Cor the new shelf registration statement) to become effective as soon as practicable. For the date as avoidance of which there are no longer any Registrable Securities covered by such doubt, the post-effective amendment to Shelf Registration Statement in existence. Without limiting or the generality new shelf registration statement, as applicable, and the rights and obligations of the foregoing, Series A Holders and the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement Company with respect thereto, shall continue to all be subject to the terms and conditions of Section 10 of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementInvestment Agreement.

Shelf Registration Statement. At any time and from time to time when (a) As soon as practicable but no later than thirty (30) Business Days after the date hereof (the “Filing Date”), the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall prepare and file with (or confidentially submit to) the Securities and Exchange Commission a shelf registration statement under Rule 415 of the Securities Act for the Shelf Registration (such registration statement, a “Shelf Registration Statement”). The Corporation ) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis (and which may also cover any other securities of the Company) and shall use its commercially reasonable best efforts to cause any have such Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing thereof and no later than the earlier of such Shelf (x) the 60th calendar day (or 80th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the filing date and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, and once effective, whichever is earlier) by the Corporation shall cause such Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement to remain continuously effective shall provide for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary resale of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such included therein pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the Shelf Registration Statement have been sold pursuant in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to the keep a Shelf Registration StatementStatement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and (C) in compliance with the date provisions of the Securities Act until such time as of which there are no longer any Registrable Securities covered Securities. If, at any time the Company shall have qualified for the use of a Registration Statement on Form S-3 or any other form which permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Shelf Registration Statement in existence. Without limiting on Form S-1, then the generality of the foregoingCompany shall, the Corporation shall use its reasonable best efforts to prepare as soon as reasonably practical, convert such outstanding Shelf Registration Statement on Form S-1 into a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-on Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementS-3.

Shelf Registration Statement. At any time and from time to time when (a) As soon as practicable but no later than fifteen (15) Business Days after the date hereof (the “Filing Date”), the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall prepare and file with (or confidentially submit to) the Securities and Exchange Commission a shelf registration statement under Rule 415 of the Securities Act for the Shelf Registration (such registration statement, a “Shelf Registration Statement”). The Corporation ) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable best efforts to cause any have such Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing thereof and no later than the earlier of such Shelf (x) the 60th Business Day (or 80th Business Day if the Commission notifies the Company that it will “review” the Registration Statement) following the date hereof and (y) the 10th Business Day after the date the Company is notified (orally or in writing, and once effectivewhichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the Corporation “Effectiveness Date”); provided, however, that if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall cause such be extended by the same amount of days that the Commission remains closed for operations. Such Shelf Registration Statement to remain continuously effective shall provide for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary resale of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement have been sold pursuant in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to the keep a Shelf Registration StatementStatement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and (C) in compliance with the date provisions of the Securities Act until such time as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existenceSecurities. Without limiting In the generality of event the foregoing, the Corporation shall use its reasonable best efforts to prepare Company files a Shelf Registration Statement with respect on Form S-1, the Company shall use its commercially reasonable efforts to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause convert such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission a Shelf Registration Statement on Form S-3 as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming Company is eligible to file a Shelf Registration Statement for a Short-use Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementS-3.

Shelf Registration Statement. At As soon as reasonably practicable after the date hereof and in any event within five (5) business days following the consummation of the Acquisition, Parent shall prepare and file with the SEC a shelf registration statement, relating to the offer and sale by the Stockholders receiving Shares in the Merger (including the Escrow Agent) (the "Selling Stockholders") at any time and from time to time when the Company is eligible to utilize on a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file delayed or continuous basis in accordance with the Securities and Exchange Commission a registration statement Rule 415 under the Securities Act for and in accordance with this Agreement, of all the Shelf Registration Shares (a “Shelf the "Registration Statement”"). The Corporation If, at the time of filing of the Registration Statement, the Registration Statement is eligible to become effective upon filing pursuant to Rule 462(e) (or any successor rule) under the Securities Act, Parent shall file the Registration Statement as an automatic shelf registration statement pursuant to such rule. If the Registration Statement is not so eligible to become effective upon filing, Parent shall use its reasonable best efforts to cause any Shelf have the Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the initial filing of (with such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf the Registration Statement have been sold pursuant becomes effective referred to as the "Effective Date"). Promptly (i) upon the filing thereof in the case of an automatic shelf or (ii) upon oral receipt of an order of the SEC declaring the Registration Statement effective, Parent shall deliver to the Shelf Registration Statement, and (C) the date as Stockholders' Agent a copy of which there are no longer any Registrable Securities covered by such Shelf Registration Statement and any amendments thereto together with an opinion of counsel representing Parent for the purposes of such Registration, in existence. Without limiting form and substance reasonably acceptable to the generality Stockholders' Agent, addressed to the Stockholders' Agent, in such capacity as a representative of the foregoingStockholders receiving Shares in the Merger, including, confirming that the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to is effective and that all of the Registrable Securities owned by or issuable Shares have been duly registered and, subject to the Original LLC Owners transfer restrictions contained in accordance with the terms this Agreement, are freely transferable and that all of the LLC Agreement (or such other number of Registrable Securities specified in writing by shares have been admitted for listing on the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementNASDAQ Stock Market.

Shelf Registration Statement. At any time and from time to time when (a) The Partnership shall (i) in the Company is eligible to utilize a Shelf Registrationcase of the Sale/Subscription Registrable Securities, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities SEC reasonably promptly following the date hereof (and Exchange Commission in any event within 10 business days thereafter) a “shelf” registration statement under covering the resale of such Registrable Securities for offerings to be made on a continuous basis pursuant to Rule 415 of the Securities Act for (the Shelf Registration (a “Sale/Subscription Shelf Registration Statement”). The Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) in the Corporation becoming eligible case of the applicable Put/Call Registrable Securities that may be delivered on each Completion Date, file with the SEC at least 10 business days prior to file the applicable Target Completion Date (to the extent such filing is permitted by the SEC and applicable Law, as confirmed to the Partnership by the SEC) or, to the extent not so permitted, as soon as reasonably practicable following such Completion Date (and in any event within 10 business days thereafter), one or more “shelf” registration statements covering the resale of such Registrable Securities for offerings to be made on a continuous basis pursuant to Rule 415 of the Securities Act (each, a “Put/Call Shelf Registration Statement for a Short-Form Registration; provided that any of Statement” and, collectively with the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Sale/Subscription Shelf Registration Statement, the Corporation may require such Holder “Shelf Registration Statements”). Notwithstanding the foregoing, the Partnership shall be entitled to deliver all information about such Holder that is required to be included in such postpone the filing of a Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder same extent that it is named as a selling securityholder in such entitled to prohibit sales of Registrable Securities under an effective Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement pursuant to the Shelf Registration StatementSection 2.2(d) below.

Shelf Registration Statement. At any time and from time to time when If the Company is eligible to utilize a Shelf Registrationhas not filed an IPO Registration Statement by June 15, subject to the availability of required financial information2012, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement or if such IPO Registration Statement has been filed but has not been declared effective under the Securities Act for by October 31, 2012, the Shelf Company shall, no later than the Filing Deadline, file with the Commission a shelf Registration Statement on Form S-1 or such other form under the Securities Act then available to the Company (a “Shelf Registration Statement”). The Corporation ) relating to the offer and sale of the Registrable Securities by the Holders from time to time pursuant to Rule 415 in accordance with the methods of distribution elected by such Holders holding a majority of the Registrable Securities and set forth in such Shelf Registration Statement (such date, the “Filing Date”) and, thereafter, shall use its commercially reasonable best efforts to cause any such Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such thereof, but no later than 120 calendar days following the Filing Date; provided, however, that the Company may, upon written notice to all Holders, postpone having the Shelf Registration Statement, and once effectiveStatement declared effective for a reasonable period not to exceed 90 days if the Company possesses material non-public information, the Corporation shall cause disclosure of which would have a material adverse effect on the Company and its subsidiaries taken as a whole. The Company agrees to use commercially reasonable efforts to keep such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the a period ending on the earliest earlier of (Ai) six months from the third anniversary Effective Time; provided, that, all of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold are eligible for sale without any volume or manner of sale restrictions pursuant to Rule 144 (or any successor or analogous rule) under the Shelf Registration StatementSecurities Act, and or (Cii) the date such time as of which there are no longer any Registrable Securities covered by such outstanding; provided, however, that if the Company has an effective Shelf Registration Statement in existence. Without limiting on Form S-1 under the generality of the foregoing, the Corporation shall Securities Act and becomes eligible to use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (Form S-3 or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Shortshort-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated form registration statement form under the Securities Act, as amended the Company may, upon 30 Business Days prior written notice to all Holders, register any Registrable Securities registered but not yet distributed under the effective Shelf Registration Statement on such a short-form Shelf Registration Statement and, once the short-form Shelf Registration Statement is declared effective, de-register such shares under the previous Registration Statement or transfer the filing fees from the previous Registration Statement (such transfer pursuant to Rule 429, if applicable) unless any Holder registered under the initial Shelf Registration Statement notifies the Company within 15 Business Days of receipt of the Company notice that such a registration under a new Registration Statement and de-registration of the initial Shelf Registration Statement would interfere with its distribution of Registrable Securities already in progress, in which case the Company shall delay the effectiveness of the short-form Registration Statement and termination of the then-effective initial Registration Statement or any short-form Registration Statement for the period necessary to complete such distribution and no more than 45 days from the date that the Company receives the notice from such Holders requesting a delay. Any Shelf Registration Statement shall provide for the resale from time to timetime and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet) by the Holders of any and all Registrable Securities. If the Company has not filed an IPO Registration Statement by June 15, 2012, or any similar successor rule thereto. Notwithstanding anything such IPO Registration Statement has been filed but has not been declared effective under the Securities Act by October 31, 2012, the obligation to file the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement by the applicable Filing Deadline may make a secondary resale under such Shelf Registration Statement without be waived and/or extended, in writing, by the consent holders of at least 75% of the Holders representing a majority shares of Common Stock held by the Registrable Holders, WLR IV Parallel ESC, L.P. and WLR Recovery Fund IV, L.P. Each Holder of any Securities at the time or thereafter outstanding shall be bound by any other Holder if such resale does waiver or extension effected pursuant to this Section 2(a), whether or not require a supplement any notice or writing indicating such waiver or extension is delivered to the Shelf Registration Statementsuch Holder.

Shelf Registration Statement. At any time (a) The Company agrees to use commercially reasonable efforts to submit to or file with the SEC within thirty (30) days after the Closing Date a registration statement on Form S-1 or such other form of registration statement as is then available to effect a registration under the Securities Act permitting the offer and resale of Registrable Securities from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement under Rule 415 under the Securities Act for (the Shelf Registration (a “Shelf Registration Statement”). The Corporation , and shall use its commercially reasonable best efforts to cause any the Shelf Registration Statement to be declared effective under by the Securities Act SEC as soon as practicable after the initial filing thereof but no later than the earlier of (a) the 90th calendar day (or 120th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Closing; and the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. A Registration Statement filed pursuant to this Section 3.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, any Holder pursuant to its review of such Shelf Registration Statement, and once effective, the Corporation Statement under Section 6.1(k) of this Agreement. The Company shall cause use its commercially reasonable efforts to effect any such Shelf Registration Statement and to remain keep it continuously effective for until such time period as is specified in date on which the request securities covered by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration StatementStatement are no longer Registrable Securities. During the period that the Shelf Registration Statement is effective, (B) the date on which Company shall supplement or make amendments to the Shelf Registration Statement to the extent necessary to ensure that such Shelf Registration Statement is available or, if not available, that another Shelf Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement ceased to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementSecurities.

Shelf Registration Statement. At any time and from time ‌ The Company shall use its reasonable best efforts to time when file, not later than (i) 60 days after the date hereof (the “S-3 Shelf Filing Deadline”), a Registration Statement on Form S-3 covering the resale of all of the Registrable Securities held by the Preferred Investors on a delayed or continuous basis (the “Form S-3 Shelf”), or (ii) 90 days after the date hereof (the “S-1 Shelf Filing Deadline” and, along with the S-3 Shelf Filing Deadline, each, a “Filing Deadline”), in the event that the Company is not eligible to utilize file Form S-3 Shelf as of or prior to the S-3 Shelf Filing Deadline, a Shelf RegistrationRegistration Statement on Form S-1 (a “Form S-1 Shelf” and, subject to the availability of required financial informationalong with a Form S-3 Shelf, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (each a “Shelf Registration Statement”). The Corporation ; provided that the Company shall use its commercially reasonable best efforts to remain qualified to file the Form S-3 Shelf.‌ Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause any the Shelf Registration Statement to be declared effective under the Securities Act as soon promptly as reasonably practicable after the initial filing of thereof, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf or a successor Registration Statement to remain thereto, continuously effective for such time period as is specified in under the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) Securities Act until the date on which that all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to disposed of by the Shelf Registration Statement, and (C) the date as of which there Preferred Investors or are no longer any Registrable Securities covered by Securities; provided that in no event shall the Company’s obligation to keep such Shelf Registration Statement in existence. Without limiting effective extend beyond the generality three year anniversary of the foregoingdate hereof. In the event the Company becomes ineligible to use the Form S-3 Shelf during the Shelf Period, the Corporation Company shall use reasonable best efforts to file a Form S-1 Shelf not later than 90 days after the date the Company becomes ineligible, and shall use its reasonable best efforts to prepare have such Shelf Registration Statement declared effective promptly (the period during which the Company shall use its reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this Section 6.1 is referred to as the “Shelf Period”). In the event the Company files a Form S-1 Shelf (either prior to the S-1 Shelf Filing Deadline or during the Shelf Period) and thereafter becomes eligible to use a Form S-3 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf promptly after the Company becomes so eligible.‌ The Company shall promptly notify the Preferred Investors by e-mail of the effectiveness of a Shelf Registration Statement after the Company telephonically confirms effectiveness with respect the SEC (but in no event more than two Business Days thereafter). The Company shall file a final prospectus with the SEC to all the extent required by Rule 424 under the Securities Act. The “Plan of Distribution” section of such Shelf Registration Statement shall provide for customary permitted means of disposition of Registrable Securities, including agented transactions, sales directly into the market, purchases or sales by brokers, underwritten offerings and privately negotiated transactions. The Company shall use its reasonable efforts to cause any Registrable Securities owned by or issuable offered for resale pursuant to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such an effective Shelf Registration Statement to be filed and maintained with listed on the Securities and Exchange Commission New York Stock Exchange, or such other national securities exchange as soon as practicable after the later to occur of (i) Common Stock may be listed during the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in time such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementeffective.

Shelf Registration Statement. At any time and from time Notwithstanding anything to time when the contrary herein, as soon as reasonably practicable after February 10, 2021, the Company is eligible shall use its commercially reasonable efforts to utilize (i) prepare and file with (or confidentially submit to) the Commission a Shelf Registration, subject Registration Statement that covers all Registrable Securities then outstanding for an offering to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of be made on a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement delayed or continuous basis pursuant to Rule 415 under the Securities Act for the Shelf Registration or any successor rule thereto and (a “Shelf Registration Statement”). The Corporation shall ii) use its commercially reasonable best efforts to cause any such Shelf Registration Statement to be declared effective under by the Securities Act Commission as soon as reasonably practicable thereafter; provided, however, that the Company shall be permitted to file a post-effective amendment or prospectus supplement to any currently effective Shelf Registration Statement in lieu of an additional Registration Statement pursuant to Section 2(c) to the extent the Company determines, and the Requesting Holder(s) agree, that the Registrable Securities of the Requesting Holder(s) may be sold thereunder by such Requesting Holder(s) pursuant to their intended plan of distribution. From and after the initial filing declaration of effectiveness by the Commission of such Shelf Registration Statement, and once effective, Statement or the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date filing of such post-effective amendment or prospectus supplement to any currently effective Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation Company shall use its commercially reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission continuously effective so long as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that there are any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holderoutstanding. In order for any of the Original LLC Owners to be named as a selling securityholder in connection with such Shelf Registration Statement, the Corporation may require such Company will, subject to the terms and limitations of this Section 2, as promptly as reasonably practicable upon notice from any Requesting Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 the terms of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in this Section 2(g)(ii2(c), cooperate in any shelf take-down by amending or supplementing the Prospectus related to such Registration as may be reasonably requested by such Holder that is named or as a selling securityholder otherwise required to reflect the number of Registrable Securities to be sold thereunder. The Company shall not be required to maintain in such effect more than one Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or at any other Holder if such resale does not require a supplement to the Shelf Registration Statementone time.

Shelf Registration Statement. At any time and from time to time when the The Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, shall (a) as promptly soon as reasonably practicable within sixty (60) days after the Corporation receives written notice of a request for a Shelf RegistrationEffective Date, the Corporation shall file with the Securities and Exchange Commission a shelf registration statement under (the Securities Act for the Shelf Registration (a “Shelf Registration Statement”)) under the Securities Act on Form S-3 (or any successor form or similar short-form registration involving a similar amount of disclosure constituting a “shelf” registration statement for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act) (“Form S-3”) that covers all Registrable Securities then held by the Holders for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule thereto) and includes a Prospectus (the “Shelf Prospectus”) that permits the disposition of all Registrable Securities subject to the Shelf Registration Statement and (b) use its reasonable best efforts to cause such Shelf Registration Statement to become effective as promptly thereafter as practicable, but in any event not later than one hundred eighty (180) days after the Effective Date if the Company receives comments to the Shelf Registration Statement from the staff of the Commission (“SEC Comments”) or ninety (90) days after the Effective Date if the Company does not receive SEC Comments. The Corporation Company shall use its reasonable best efforts to cause any Shelf Registration Statement prepare and file with the Commission such amendments, post-effective amendments and supplements (including prospectus supplements) to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement and the Shelf Prospectus as may be necessary to remain continuously keep such Shelf Registration Statement effective for such time period as is specified in and to comply with the request by provisions of the HoldersSecurities Act to, but for no time period longer than subject to Section 3.4, permit the disposition of all Registrable Securities subject thereto during the period (the “Shelf Registration Statement Effective Period”) beginning on the date the staff of the Commission declares the Shelf Registration Statement effective and ending on the earliest to occur of (Ai) 36 months after the third anniversary of the initial effective date of such Shelf Registration Statement, (Bii) the date on which all the Registrable Securities subject thereto have been sold or distributed pursuant to such Shelf Registration Statement or (iii) the date when all Registrable Securities covered by such the Shelf Registration Statement have been sold first become eligible for sale pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated Rule 144 under the Securities Act, as amended from time to time, Act without volume limitation or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementrestrictions on transfer thereunder.

Shelf Registration Statement. At any time (a) On or before the Closing Date, the Company shall use its commercially reasonable efforts to register all of the Registrable Securities by filing with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file in accordance with the Securities methods of distribution elected by such Holders and Exchange Commission a registration statement under the Securities Act for set forth in the Shelf Registration (a “Shelf Registration Statement”). The Corporation Statement and shall use its commercially reasonable best efforts to cause any such Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after by the initial filing of such Closing; provided, however, that if having the Shelf Registration Statement, and once effectiveStatement filed or declared effective as of the Closing will cause the issuance of the Acquisition Securities to the Investor Group at Closing to fail to meet an applicable exemption from the registration requirements of the Securities Act, the Corporation shall cause Shelf Registration Statement may be declared effective under the Securities Act no later than 10 days following the Closing (if the condition to the Closing under the Purchase Agreement relating to such Shelf Registration Statement has been waived). The Company shall use its commercially reasonable efforts to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by keep such Shelf Registration Statement have been sold pursuant to continuously effective during the Shelf Registration Statement, and (C) period from the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing is declared effective by the Holder with respect to SEC until the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of first date on which (i) the expiration of Total Ownership Amount is less than the Holdback Period and Registration Share Total, (ii) following the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any first anniversary of the Original LLC Owners maydate hereof, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the all Registrable Securities owned held by or issuable to such Holder. In order for any all members of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver Investor Group represent less than 1% of all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to timethen Outstanding Shares, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent (iii) no member of the Holders representing a majority Investor Group is an "affiliate" of the Company as such term is defined in Rule 144 and all Registrable Securities held by all members of the Investor Group may be sold in a single transaction under Rule 144(k) (including, if necessary, by filing with the SEC a post-effective amendment or any other Holder if such resale does not require a supplement to the Shelf Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act, any state securities or "blue sky" laws, or any other rules and regulations thereunder). No Person other than the Holders and the Spanish Holders shall be entitled to have included in the Shelf Registration Statement any shares of Common Stock.

Shelf Registration Statement. At any time and from time to time when (a) As soon as practicable but no later than fifteen (15) Business Days after the date hereof (the “Filing Date”), the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall prepare and file with (or confidentially submit to) the Securities and Exchange Commission a shelf registration statement under Rule 415 of the Securities Act for the Shelf Registration (such registration statement, a “Shelf Registration Statement”). The Corporation ) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause have such Shelf Registration Statement to remain continuously declared effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the filing thereof and no later to occur than the earlier of (ix) the expiration of 60th calendar day (or 80th calendar day if the Holdback Period Commission notifies the Company that it will “review” the Registration Statement) following the Filing Date and (iiy) the Corporation becoming eligible 5th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to file a further review. Such Shelf Registration Statement shall provide for a Short-Form Registration; provided that any the resale of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by included therein pursuant to any method or issuable combination of methods legally available to, and requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to such Holder. In order for any of maintain the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable lawthe terms hereof, and shall prepare and file with the Commission such amendments, including Item 507 of Regulation Spost-K promulgated under the Securities Acteffective amendments, and supplements as amended from time may be necessary to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as keep a selling securityholder in such Shelf Registration Statement may make continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. If, at any time the Company shall have qualified for the use of a secondary resale under Form S-3 or any other form which permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Shelf Registration Statement without on Form S-1, then the consent of the Holders representing a majority of the Registrable Securities or any other Holder if Company shall, as soon as reasonably practical, convert such resale does not require a supplement to the outstanding Shelf Registration StatementStatement on Form S-1 into a Shelf Registration Statement on Form S-3.

Shelf Registration Statement. At any time The Operating Partnership and from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation Guarantor shall file with the Securities and Exchange Commission a registration statement under Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering (i) all of the Registrable Securities Act not exchanged in the Exchange Offer, (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes of all applicable series of Notes for which Section 2(c)(ii)(D) applies (the Shelf Registration (a “Shelf Registration Statement”). The Corporation Operating Partnership and the Guarantor shall use its their respective reasonable best efforts to file with the Commission the Shelf Registration Statement as soon as practicable and in any event on or prior to the 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (but not including any underwritten offerings). The Operating Partnership and the Guarantor shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement. The Operating Partnership and the Guarantor shall use their respective reasonable efforts to cause any the Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable on or prior to the date that is 180 days after delivery of the initial filing of such Shelf Registration Statement, Notice and once effective, to keep the Corporation shall cause such Shelf Registration Statement to remain continuously effective for under the Securities Act until the date that is two years from the Closing Date (or such time shorter restrictive period as is specified in the request by the Holders, but for no time period longer than the may be required pursuant to Rule 144(k)) or such shorter period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which when all Registrable Securities covered by such the Shelf Registration Statement have been sold pursuant to in the manner set forth and as contemplated in the Shelf Registration StatementStatement or cease to be outstanding (the “Effectiveness Period”); provided, and (C) however, that the date as Effectiveness Period in respect of which there are no longer any Registrable Securities covered by such the Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable be extended to the Original LLC Owners in accordance extent required to permit dealers to comply with the terms applicable prospectus delivery requirements of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated Rule 174 under the Securities Act, Act and as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementotherwise provided herein.

Shelf Registration Statement. At The Company shall promptly upon the consummation of the Closing file with the SEC a shelf registration statement relating to the offer and sale by the Holder at any time and from time to time when on a delayed or continuous basis in accordance with Rule 415, through such method or methods of distribution as the Company is eligible to utilize a Shelf RegistrationHolder shall select, subject to and in accordance with this Agreement, of all the availability of required financial information, as promptly as practicable after Registrable Securities (the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”); provided that the Shelf Registration Statement shall be filed no later than the second Business Days after the Closing or the date on which the Holder provides all information requested by the Company with respect to the Shelf Registration Statement, so long as the Company has requested such information from the Holder in a timely manner. The Corporation Company shall use its best efforts to have the Shelf Registration Statement declared effective as expeditiously as possible, but no later than thirty (30) days from the date of filing. The Company shall use its reasonable best efforts to cause any keep the Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after until the initial filing second anniversary of the Closing (or for such Shelf Registration Statement, and once effective, longer period if extended pursuant to Section 2.6.3 hereof). In the Corporation shall cause such event the Shelf Registration Statement to remain continuously cannot be kept effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoingperiod, the Corporation shall Company shall, subject to Section 2.6 hereof, use its reasonable best efforts to prepare a and file with the SEC and have declared effective as promptly as practicable another registration statement on the same terms and conditions as the initial Shelf Registration Statement with respect to all of and such registration statement shall be considered the Registrable Securities owned by or issuable to Shelf Registration Statement for purposes hereof. The Company shall supplement and amend the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with reflect changes in the Securities and Exchange Commission as soon as practicable after manner of distribution reasonably requested by the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementInvestors.

Shelf Registration Statement. At As soon as reasonably practicable after the Closing Date and in any event within forty-five (45) calendar days following the Closing Date, Parent shall prepare, file and use reasonable best efforts to have declared effective by SEC a shelf registration statement, relating to the offer and sale by the Holder(s) at any time and from time to time when the Company is eligible to utilize on a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file delayed or continuous basis in accordance with the Securities and Exchange Commission a registration statement Rule 415 under the Securities Act for and in accordance with this Agreement, of all the Shelf Registration Closing Shares and any other Registrable Securities then held by the Holder(s) (a the “Shelf Initial Registration Statement”). The Corporation Within thirty (30) calendar days of receipt of a written request from the Initiating Holder, which request may be made by the Initiating Holder one time per calendar quarter, Parent shall prepare, file and use reasonable best efforts to have declared effective by the SEC an additional shelf registration statement, relating to the offer and sale by the Holder(s) at any time and from time to time on a delayed or continuous basis in accordance with Rule 415 under the Securities Act and in accordance with this Agreement, of any Registrable Securities acquired after the Closing Date; provided, that such securities were not acquired in violation of this Agreement (each a “Registration Statement” and, together with the Initial Registration Statement, the “Registration Statements”). If, at the time of filing of a Registration Statement, the Registration Statement is eligible to become effective upon filing pursuant to Rule 462(e) (or any successor rule) under the Securities Act, Parent shall file the Registration Statement as an automatic shelf registration statement pursuant to such rule. If the Registration Statement is not so eligible to become effective upon filing, Parent shall use its reasonable best efforts to cause any Shelf have the Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the initial filing of (with such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf the Registration Statement have been sold pursuant becomes effective referred to as the “Registration Effective Date”). Promptly (i) upon the filing thereof in the case of an automatic shelf or (ii) upon receipt of an order of the SEC declaring the Registration Statement effective, Parent shall deliver to the Shelf Registration Statement, and (CHolder(s) included in the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality a copy of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf such Registration Statement and any amendments thereto together with respect an opinion of counsel representing Parent for the purposes of such Registration, in form and substance reasonably acceptable to the Holder(s), addressed to the Holder(s), including, confirming that the Registration Statement is effective and that all of the Closing Shares and any other Registrable Securities owned by or issuable have been duly registered and, subject to the Original LLC Owners transfer restrictions contained in accordance with the terms Section 4 of this Agreement, are freely transferable and that all of the LLC Agreement (or such Closing Shares and any other number of Registrable Securities specified in writing by have been admitted for listing on the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementNASDAQ Global Select Market.

Shelf Registration Statement. At any time Subject to Section 4.2, and from time to time when provided that the Company Purchaser is eligible to utilize a Shelf Registrationregister the resale of Eligible Securities on Form S-3, subject to the availability of required financial informationPurchaser shall, as promptly as reasonably practicable after (but in no event later than ninety (90) days following the Corporation receives written notice of a request for a Shelf Registrationdate hereof), the Corporation shall use its reasonable best efforts to file with the Securities and Exchange Commission SEC a registration statement on Form S-3 for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act for including, if the Shelf Registration Purchaser is then eligible, as an automatic shelf registration, covering the resale of all of the Eligible Securities (a the “Shelf Registration Statement”). The Corporation Shelf Registration Statement shall be in a form permitting registration of all Eligible Securities for resale or distribution by the Holders in the manner or manners designated by the Seller. The Purchaser will promptly notify the Seller when such Shelf Registration Statement has become effective. The Purchaser shall not be required to maintain in effect more than one shelf registration at any one time pursuant to this Section 2.1. The Purchaser shall (subject to the limitations on registration obligations of the Purchaser set forth herein) use its reasonable best efforts to cause any the Shelf Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the initial filing of such the Shelf Registration Statement, or automatically if the Purchaser is eligible to file an automatically effective shelf registration statement, and once effective, (subject to the Corporation shall cause such limitations on registration obligations of the Purchaser set forth herein) to keep the Shelf Registration Statement to remain continuously effective for such time period as is specified in under the request Securities Act (including by filing a replacement Shelf Registration Statement upon expiration of a Shelf Registration Statement filed pursuant to this Section 2.1) until (the Holders, but for no time period longer than the period ending on the earliest of (A“Effectiveness Period”) the third anniversary of the initial effective first date of such Shelf Registration Statement, (B) the date on which when all Registrable Eligible Securities covered by such the Shelf Registration Statement have been sold pursuant to in the manner set forth and as contemplated in the Shelf Registration Statement, and (C) . The Purchaser may include in the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting other securities for sale for its own account or for the generality account of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such any other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form RegistrationPerson; provided that any the Purchaser shall not include securities of the Original LLC Owners may, with respect Purchaser for its own account or for the account of other Persons which are not Holders of Eligible Securities in a proposed Block Trade pursuant to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement this Agreement without the prior written consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementSeller.

Shelf Registration Statement. At any time and from time to time when the Company is eligible to utilize a Shelf Registration, subject Subject to the availability terms and conditions of this Registration Rights Agreement and Nasdaq’s receipt of information from the Holders that is required financial informationby applicable law to be included regarding such Holders or is reasonably requested by Nasdaq, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Corporation Nasdaq shall use its reasonable best efforts to cause any Shelf file, within two Business Days after the Registration Statement Date, a registration statement for an offering to be declared effective made on a continuous basis pursuant to Rule 415 (or successor provision) under the Securities Act as soon as practicable after (together with any amendments thereto, and including any documents incorporated by reference therein, the initial filing of such “Shelf Registration Statement”), and once effective, the Corporation shall cause such which Shelf Registration Statement to remain continuously effective shall provide for resales of such Registrable Securities (and which shall be an Automatic Shelf Registration Statement if Nasdaq is a WKSI at the time period as is specified in the request of such filing), registering all Registrable Securities then held by the Holders, but for no . If at any time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such that a Shelf Registration Statement have been sold pursuant to is not in effect, if a written request made by the Shelf Registration Statement, and (CInitiating Holders under Section 2.1(a) hereof specifies that the date as intended manner of which there are no longer any disposition of Registrable Securities covered is to be made by means of a shelf registration providing for resales of such Shelf Registration Statement in existence. Without limiting the generality of the foregoingRegistrable Securities, the Corporation Nasdaq shall use its reasonable best efforts to prepare effect, as soon as reasonably practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be so registered in accordance with Section 2.1(a) pursuant to a Shelf Registration Statement, which Shelf Registration Statement with respect to all shall provide for resales of the such Registrable Securities owned by or issuable to (and which shall be an Automatic Shelf Registration Statement if Nasdaq is a WKSI at the Original LLC Owners in accordance with the terms time of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder filing). Nasdaq may satisfy its obligations with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such filing of any Shelf Registration Statement pursuant to be filed and maintained this Section 2.1(b) by filing with the Securities SEC and Exchange Commission as soon as practicable after providing the later applicable Holders with a prospectus supplement under a “universal” or other shelf registration statement of Nasdaq that also registers sales of securities for the account of Nasdaq or other holders (provided, for the avoidance of doubt, that Nasdaq shall comply with all of its other obligations under this Registration Rights Agreement with respect to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registration Statement. At any time and from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation The Issuers shall file with the Securities Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Commission a registration statement under Notes as to which Section 2(c)(iv) is applicable, which may be an amendment to the Securities Act for Exchange Offer Registration Statement (the Shelf Registration (a “Initial Shelf Registration Statement”). The Corporation Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). Notwithstanding the foregoing, in the event a Shelf Filing Event occurs as a result of the event set forth in Section 2(c)(ii), the Issuers’ obligation to file an Initial Shelf Registration pursuant to this Section 3 shall cease ab initio if the Exchange Offer is completed within 255 days of the Issue Date, or, if such date is not a Business Day, the next day that is a Business Day. The Issuers shall use its their respective reasonable best efforts (x) to cause any the Initial Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable on or prior to the 90th day after the initial filing of Company determines or is notified that such a Shelf Registration Statement, Filing Event has occurred and once effective, (y) to keep the Corporation shall cause such Initial Shelf Registration Statement to remain continuously effective under the Securities Act for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of date which is one year from the date it becomes effective (A) or one year if the third anniversary Initial Shelf Registration Statement is filed at the request of the initial effective date Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such Shelf Registration Statement, shorter period ending when (Bi) the date on which all Registrable Securities Notes covered by such the Initial Shelf Registration Statement have been sold pursuant to in the Shelf Registration Statement, manner set forth and (C) as contemplated in the date as of which there are no longer any Registrable Securities covered by such Initial Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts or cease to prepare be outstanding or (ii) a Subsequent Shelf Registration Statement with respect to covering all of the Registrable Securities owned Notes covered by or issuable to and not sold under the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Initial Shelf Registration Statement to be filed and maintained with or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities and Exchange Commission as soon as practicable after the later to occur of Act; provided, however, that (i) the expiration Effectiveness Period in respect of the Holdback Period Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Corporation becoming eligible to file a Company may suspend the effectiveness of the Initial Shelf Registration Statement for by written notice to the Holders solely as a Short-Form Registration; provided that any result of the Original LLC Owners may, with respect filing of a post-effective amendment to itself, instruct the Corporation in writing not to include in such Initial Shelf Registration Statement the Registrable Securities owned by or issuable to where such Holder. In order for any of the Original LLC Owners post-effective amendment is not yet effective and needs to be named as a selling securityholder in such Shelf Registration Statement, declared effective to permit holders to use the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementrelated Prospectus.

Shelf Registration Statement. At any time and from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, As soon as promptly as reasonably practicable after the Corporation receives written notice Closing Date and in any event not later than seven (7) Business Days of the Closing Date, Computer Sciences GS shall file a request Registration Statement for a Shelf Registration, Registration on Form S-1 covering the Corporation shall file with resale of all Stockholder Registrable Securities on a delayed or continuous basis (the Securities and Exchange Commission a registration statement “Form S-1 Shelf”). In the event that Computer Sciences GS becomes eligible to use Form S-3 under the Securities Act for after twelve (12) calendar months following the Closing Date, Computer Sciences GS shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Shelf Registration on Form S-3 (a “Form S-3 Shelf” and together with the Form S-1 Shelf, the “Shelf Registration Statement”). The Corporation Subject to the terms of this Agreement, including any applicable Blackout Period, Computer Sciences GS shall respond to any comments from the SEC as promptly as practicable and use its commercially reasonable best efforts to cause any the Shelf Registration Statement to be declared effective under the Securities Act as soon promptly as reasonably practicable after the initial filing of such Shelf Registration Statement, thereof and once effective, the Corporation shall cause use its commercially reasonable efforts to keep such Shelf Registration Statement to remain continuously effective for such time period as is specified in under the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) Securities Act until the date on which that all Stockholder Registrable Securities covered by such Registration Statement are no longer Stockholder Registrable Securities (the period during which Computer Sciences GS shall use its commercially reasonable efforts to keep the Shelf Registration Statement have been sold pursuant to continuously effective under the Securities Act in accordance with this Section 2.1 the “Shelf Period”). Computer Sciences GS shall notify the holders of Stockholder Registrable Securities named in the Shelf Registration Statement, and (C) Statement via facsimile or by email of the date as effectiveness of which there are no longer any Registrable Securities covered a Form S-1 Shelf promptly once Computer Sciences GS telephonically confirms effectiveness with the SEC. Computer Sciences GS shall file a final Prospectus with the SEC to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement in existence. Without limiting the generality shall provide for all permitted means of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all disposition of the Stockholder Registrable Securities owned requested in writing to be included therein by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified Providence including, if so requested in writing by Providence, firm commitment underwritten public offerings, agented transactions, sales directly into the Holder with respect to the Registrable Securities owned market, purchases or sales by or issuable to such Holder) to enable brokers and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file sales not involving a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementpublic offering.

Shelf Registration Statement. At As soon as reasonably practicable after the date hereof and in any event within five (5) business days following the consummation of the Acquisition, the Company shall prepare and file with the SEC a shelf registration statement, relating to the offer and sale by Seller and Seller Owners at any time and from time to time when the Company is eligible to utilize on a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file delayed or continuous basis in accordance with the Securities and Exchange Commission a registration statement Rule 415 under the Securities Act for and in accordance with this Agreement, of all the Shelf Registration Shares (a “Shelf the "Registration Statement”"). The Corporation If, at the time of filing of the Registration Statement, the Registration Statement is eligible to become effective upon filing pursuant to Rule 462(e) (or any successor rule) under the Securities Act, the Company shall file the Registration Statement as an automatic shelf registration statement pursuant to such rule. If the Registration Statement is not so eligible to become effective upon filing, the Company shall use its reasonable best efforts to cause any Shelf have the Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after (with such date on which the initial Registration Statement becomes effective referred to as the "Effective Date"). Promptly (i) upon the filing thereof in the case of such Shelf an automatic shelf or (ii) upon receipt of an order of the SEC declaring the Registration Statement, and once Statement effective, the Corporation Company shall cause such Shelf deliver to Seller and any of the Seller Owners included in the Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date a copy of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant and any amendments thereto together with an opinion of counsel representing the Company for the purposes of such Registration, in form and substance reasonably acceptable to Seller and the Shelf Registration StatementSeller Owners, addressed to Seller and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Seller Owners, including, confirming that the Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to is effective and that all of the Registrable Securities owned by or issuable Shares have been duly registered and, subject to the Original LLC Owners transfer restrictions contained in accordance with the terms this Agreement, are freely transferable and that all of the LLC Agreement (or such other number of Registrable Securities specified in writing by shares have been admitted for listing on the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementNASDAQ Stock Market.

Shelf Registration Statement. At any time and from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial informationThe Issuer agrees that, as promptly soon as practicable after but no later than (i) forty-five (45) calendar days following the Corporation receives written notice of a request for a Shelf RegistrationMerger Closing Date and (ii) ninety (90) calendar days following the Issuer’s most recent fiscal year end (the date the Registration Statement (as defined below) is actually filed, the Corporation shall “Filing Date”), the Issuer will file with the Securities Commission (at the Issuer’s sole cost and Exchange Commission expense) a registration statement under registering the Securities Act for resale of the Shelf Registration Acquired Shares (a the “Shelf Registration Statement”). The Corporation , and the Issuer shall use its commercially reasonable best efforts to cause any Shelf have the Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holdersthereof, but for no time period longer later than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur earlier of (i) the expiration of 90th calendar day following the Holdback Period Filing Date if the Commission notifies the Issuer that it will “review” the Registration Statement and (ii) the Corporation becoming eligible to file a Shelf 10th business day after the date the Issuer is notified in writing by the Commission that the Registration Statement for a Short-Form Registrationwill not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided provided, however, that any the Issuer’s obligations to include the Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the Original LLC Owners mayIssuer held by Subscriber and the intended method of disposition of the Acquired Shares as shall be reasonably requested by the Issuer to effect the registration of the Acquired Shares, and Subscriber shall use reasonable efforts to execute such documents in connection with respect such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to itself, instruct postpone and suspend the Corporation in writing not to include in such Shelf effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder. Following the Registrable Effectiveness Date, if the transfer restrictions as set forth on Exhibit A to this Subscription Agreement are no longer required by the Securities owned by Act or issuable to such Holder. In order for any applicable state securities laws, upon request of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration StatementSubscriber, the Corporation may require Issuer shall use its commercially reasonable efforts to cooperate with Subscriber to have such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable lawtransfer restrictions removed, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything providing authorization to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementIssuer’s transfer agent.

Shelf Registration Statement. At any time and from time to time when In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to not available or may not be declared effective under the Securities Act completed as soon as practicable after the initial filing last Exchange Date because it would violate any applicable law, rule, regulation or order or interpretation of the Staff, (ii) the Exchange Offer is not for any other reason completed by March 27, 2006 or (iii) upon completion of the Exchange Offer, and upon the request of the Initial Purchaser, with respect to the Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer and held by such Initial Purchaser following consummation of the Exchange Offer, the Company and the Guarantors shall use their commercially reasonable efforts to (x) cause to be filed as soon as practicable after such determination, date or request, as the case may be, a Shelf Registration Statement, Statement providing for the sale of all the Registrable Securities by the Holders thereof and once effective, the Corporation shall cause (y) have such Shelf Registration Statement declared effective by the SEC as promptly as practicable after it is filed. In the event that the Company and the Guarantors are required to remain file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall use their commercially reasonable efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchaser after completion of the Exchange Offer. The Company and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for until the expiration of the period referred to in Rule 144(k) (or any similar rule then in force, but not Rule 144A) under the Securities Act with respect to the Registrable Securities or such time shorter period as is specified in that will terminate when all the request Registrable Securities covered by the HoldersShelf Registration Statement (i) have been sold pursuant to the Shelf Registration Statement or (ii) are no longer restricted securities, but as defined in Rule 144 under the Securities Act or any successor rule thereof (the foregoing, the “Shelf Effectiveness Period”). The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus, if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) Statement or by the date Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by the Initial Purchaser or by the Trustee on which all behalf of the Holders of the Registrable Securities covered by such Shelf Registration Statement have been sold pursuant with respect to the Shelf Registration Statementinformation relating to such Holders, and (C) the date as of which there are no longer to use their commercially reasonable efforts to cause any Registrable Securities covered by such amendment to become effective and such Shelf Registration Statement in existenceand Prospectus to become usable as soon as thereafter practicable. Without limiting The Company and the generality of the foregoing, the Corporation shall use its reasonable best efforts Guarantors agree to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable furnish to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number Holders of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by copies of any such supplement or issuable to such Holder) to enable and cause such Shelf Registration Statement to be amendment promptly after its being used or filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementSEC.

Shelf Registration Statement. At any time and from time The Company will use its reasonable best efforts to time when file with the SEC, no later than 89 days following the Closing (or, if earlier, no later than the Business Day prior to the expiration of the Lock-Up Period), an automatic shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (or a post-effective amendment or prospectus supplement to an existing well-known seasoned issuer shelf registration statement on Form S-3), if the Company is eligible to utilize use such Form S-3 (or successor form), or if the Company is not a Shelf Registrationwell-known seasoned issuer, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a shelf registration statement under on Form S-3 (or successor form), if the Securities Act for the Shelf Registration Company is eligible to use such form (a “Shelf Registration Statement”), relating to the offer and resale of all Registrable Securities then held by the Shareholders (including naming the WP Shareholder and the CB Shareholder as selling shareholders), at any time and from time to time following the date on which the Shelf Registration Statement becomes effective in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement. The Corporation Company shall use its reasonable best efforts to cause any the Shelf Registration Statement to be declared, or otherwise become, effective no later than the Business Day immediately prior to the expiration of the Lock-Up Period; provided, that notwithstanding anything contrary contained herein, the Company shall not be required to cause the Shelf Registration Statement to be declared or otherwise become effective under the Securities Act as soon as practicable after or to file a post-effective amendment or prospectus supplement to an existing shelf registration statement prior to the initial filing Business Day prior to the expiration of such Shelf Registration Statement, and once effective, the Corporation shall cause such Lock-Up Period. The Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary may also cover any other securities of the initial effective date Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such Shelf Registration Statementother holders shall not be entitled to the rights of “Shareholders” hereunder. For so long as the Company is eligible to use Form S-3 (or successor form), (B) the date on which all Registrable Securities covered by such Company, in each case, subject to the qualifications above, shall maintain the continuous effectiveness of the Shelf Registration Statement have been sold pursuant for the maximum period permitted by SEC rules, subject to the Shelf Registration Statement, and (C) the date any Suspension that may occur as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement described in existenceSection 2(i). Without limiting the generality of the foregoing, the Corporation The Company shall use its reasonable best efforts to prepare promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period during which a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statementis effective, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such “Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(iiPeriod”), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registration Statement. At any time The Issuer shall prepare and from time to time when file with the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial informationSEC, as promptly as practicable after following the Corporation receives written notice Shelf Notice, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of a request the Transfer Restricted Securities, which registration statement, if the Shelf Notice is given pursuant to Section 2(g)(1) or (2), may be an amendment to the Exchange Offer Registration Statement (the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of the Transfer Restricted Securities for a Shelf Registrationresale by the Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Corporation shall file with the Transfer Restricted Securities and Exchange Commission a registration statement under the Securities Act for to be included in the Shelf Registration (a “Shelf Registration Statement”). The Corporation Issuer shall use its reasonable best efforts efforts, as described in Section 5(b) hereof, to cause any the Shelf Registration Statement to be declared effective under pursuant to the Securities Act as soon promptly as practicable after the initial filing of such Shelf Registration Statement, but in no event later than the Effectiveness Target Date (or in the case of a Shelf Registration Statement filed pursuant to Section 2(g)(3) hereof, by the later of the Effectiveness Target Date or 60 days of receipt by the Issuer of the notice contemplated by Section 2(g)(3)), and once effective, to keep the Corporation shall cause Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) the date which is 24 months after its effective date (or 12 months after such effective date if such Shelf Registration Statement is filed pursuant to remain continuously effective for such time period as is specified Section 2(g)(3) at the request of the Placement Agent), (ii) the date that all Transfer Restricted Securities covered by the Shelf Registration Statement have been sold in the request by manner set forth and as contemplated in the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (Biii) the date that there ceases to be securities outstanding that constitute Transfer Restricted Securities, or (iv) the date on which all Registrable Transfer Restricted Securities covered by such the Shelf Registration Statement have been sold pursuant become tradeable under Rule 144 without regard to volume limitations (the "Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(iiEffectiveness Period"), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registration Statement. At any time and from time to time when As soon as reasonably practicable, but in no event later than forty-five (45) days following the Effective Date, the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall (a) file with the Securities and Exchange Commission a shelf registration statement under (the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Corporation shall ) under the Securities Act on Form S-3 (or any successor form or similar short-form registration involving a similar amount of disclosure constituting a “shelf” registration statement for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act) (“Form S-3”) that covers all Registrable Securities then held by the Holders for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule thereto) and includes a Prospectus (the “Shelf Prospectus”) that permits the disposition of all Registrable Securities subject to the Shelf Registration Statement and (b) use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously become effective for such time period as is specified in the request by the Holderspromptly thereafter as practicable, but for no time period longer in any event not later than one hundred twenty (120) days after the period ending on Effective Date if the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant Company receives comments to the Shelf Registration Statement, and (C) Statement from the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality staff of the foregoing, Commission (“SEC Comments”) or ninety (90) days after the Corporation Effective Date if the Company does not receive SEC Comments. The Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance and file with the terms of the LLC Agreement Commission such amendments, post-effective amendments and supplements (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holderincluding prospectus supplements) to enable and cause such Shelf Registration Statement and the Shelf Prospectus as may be necessary to be filed keep such Shelf Registration Statement effective and maintained to comply with the provisions of the Securities Act to, subject to Section 3.4, permit the disposition of all Registrable Securities subject thereto during the period beginning on the date the staff of the Commission declares the Shelf Registration Statement effective and Exchange Commission as soon as practicable after ending on the later earliest to occur of (i) 36 months after the expiration effective date of the Holdback Period and such Registration Statement, (ii) the Corporation becoming eligible date on which all the Registrable Securities subject thereto have been sold or distributed pursuant to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement or (iii) the date when all Registrable Securities owned covered by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated first become eligible for sale pursuant to Rule 144 under the Securities ActAct without volume limitation or other restrictions on transfer thereunder (such period, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such “Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementEffective Period”).

Shelf Registration Statement. At any time and from time (a) The Company agrees to time when file with the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, SEC as promptly soon as reasonably practicable after the Corporation receives written notice Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a request for a Shelf Registrationcontinuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the Corporation "Shelf Registration Statement") Each Shelf Registration Statement shall file with the Securities and Exchange Commission a registration statement be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Shelf Registration (Holders in the manner or manners reasonably designated by Holders of a “majority in interest of Transfer Restricted Securities being sold. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement”). The Corporation Company shall use its all reasonable best efforts to cause any each Shelf Registration Statement to be declared effective under pursuant to the Securities Act as soon as reasonably practicable after following the initial filing of such Shelf Registration Statement, thereof and once effective, the Corporation shall cause to use all reasonable efforts to keep such Shelf Registration Statement to remain continuously effective under the Securities Act, subject to Section 2(d) hereof, for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) two years after the date on which all Registrable of the Transfer Restricted Securities covered by such Shelf Registration Statement have been are sold (including those sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable option granted to the Original LLC Owners Initial Purchasers in accordance with the terms of Purchase Agreement) to the LLC Agreement Initial Purchasers (the "Effectiveness Period"), or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement shorter period ending when there cease to be filed and maintained with the any Transfer Restricted Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementoutstanding.

Shelf Registration Statement. At any time and from time to time when the The Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall will use its reasonable best efforts to: (A) file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (the "Shelf Registration Statement"), within 90 days of the earliest to occur of clauses (i) through (v) in Section 2(c) above and Exchange Commission a registration statement under the Securities Act for (B) cause the Shelf Registration Statement to be declared effective by the SEC on or prior to the 150th day after such obligation arises; provided, however, that if the Company files a Shelf Registration Statement pursuant to this Section 3(a), it need not abandon the attempt to cause the SEC to declare the Exchange Offer Registration Statement effective, and it may satisfy its obligations to register the Notes pursuant to this Agreement either by complying with Section 2 and/or Section 3. If the Company shall not have yet filed an Exchange Offer Registration Statement, the Company shall use its best efforts to file with the SEC the Shelf Registration Statement on or prior to the Filing Date. The Shelf Registration Statement shall be on Form F-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners designated by them (a “including, without limitation, one or more underwritten offerings), or may be an amendment to the Exchange Offer Registration Statement. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement”). The Corporation Company shall use its reasonable best efforts to cause any keep the Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once continuously effective, supplemented and amended to ensure that it is available for resales of Notes by the Corporation shall cause holders of Transfer Restricted Securities entitled to this benefit and to ensure that such Shelf Registration Statement conforms and continues to remain continuously effective for such conform with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC, as announced from time period as is specified in to time, until the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third second anniversary of the initial effective date Issue Date, subject to extension pursuant to the last paragraph of Section 5 hereof (the "Effectiveness Period"), or such Shelf Registration Statement, (B) the date on which shorter period ending when all Registrable Transfer Restricted Securities covered by such the Shelf Registration Statement have been sold pursuant to in the manner set forth and as contemplated in the Shelf Registration Statement, and (C) Statement or when the date as of which there are no longer any Registrable Transfer Restricted Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts become eligible for resale pursuant to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated Rule 144 under the Securities ActAct without volume restrictions, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementany.

Shelf Registration Statement. At any time and from time (a) The Company agrees to time when file with the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, SEC as promptly soon as reasonably practicable after the Corporation receives written notice Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a request for a Shelf Registrationcontinuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the Corporation "Shelf Registration Statement"). Each Shelf Registration Statement shall file with the Securities and Exchange Commission a registration statement be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Shelf Registration Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (a “including, without limitation, up to two underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement”). The Corporation Company shall use its reasonable best efforts to cause any each Shelf Registration Statement to be declared effective under pursuant to the Securities Act as soon as reasonably practicable after following the initial filing of such Shelf Registration Statement, thereof and once effective, the Corporation shall cause such to keep each Shelf Registration Statement to remain continuously effective under the Securities Act for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) two years after the date on which all Registrable Securities covered by such Shelf Registration Statement have been the Notes are sold (including those sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable over-allotment option granted to the Original LLC Owners Purchasers in accordance with the terms of Purchase Agreement) to the LLC Agreement Purchasers (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement shorter period ending when there cease to be filed and maintained with the any Transfer Restricted Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementoutstanding.

Shelf Registration Statement. At any time (a) Subject to the other terms and from time to time when conditions of this Agreement, the Company is eligible agrees to utilize a Shelf Registration, subject to file with the availability of required financial information, SEC as promptly soon as reasonably practicable after the Corporation receives written notice Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a request for a Shelf Registrationcontinuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the Corporation "Shelf Registration Statement") Each Shelf Registration Statement shall file with the Securities and Exchange Commission a registration statement be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Shelf Registration (Holders in the manner or manners reasonably designated by Holders of a “majority in interest of Transfer Restricted Securities being sold. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement”). The Corporation Company shall use its all reasonable best efforts to cause any each Shelf Registration Statement to be declared effective under pursuant to the Securities Act as soon as reasonably practicable after following the initial filing of such Shelf Registration Statement, thereof and once effective, the Corporation shall cause to use all reasonable efforts to keep such Shelf Registration Statement to remain continuously effective under the Securities Act, subject to Section 2(d) hereof, for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) two years after the date on which all Registrable of the Transfer Restricted Securities covered by such Shelf Registration Statement have been are sold (including those sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable option granted to the Original LLC Owners Purchaser in accordance with the terms of Purchase Agreement) to the LLC Agreement Purchaser (the "Effectiveness Period"), or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement shorter period ending when there cease to be filed and maintained with the any Transfer Restricted Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementoutstanding.

Shelf Registration Statement. At such time as the Corporation shall be eligible to use Form S-3 for secondary offerings, a Requesting Holder at any time may utilize its right to make a Demand Request (without the need to satisfy any requirement for a minimum proposed offering price to the public) by delivery to the Corporation of a written request (a "Shelf Request") to the Corporation to file a registration statement with the SEC seeking to register the offer and sale of the Registrable Securities by the Holders thereof from time to time when pursuant to Rule 415 under the Company is eligible to utilize Securities Act (a "Shelf Registration, subject Registration Statement"). Subject to the availability provisions of required financial informationthis Agreement, as promptly as practicable within 45 days after the Corporation receives written notice receipt of a request for a any such Shelf RegistrationRequest, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Corporation Statement and shall use its all commercially reasonable best efforts to cause any such Shelf Registration Statement to be declared effective under the Securities Act as soon promptly as practicable and in any event on or before 90 days after the initial filing date of filing. If the SEC notifies the Corporation that the Shelf Registration Statement will receive no action or review from the SEC, the Corporation will request that the Shelf Registration Statement become effective within five Business Days after receipt of such SEC notification. Upon the effectiveness under the Securities Act of the Shelf Registration Statement, and once effective, the Corporation shall will use all commercially reasonable efforts to cause such the Shelf Registration Statement to remain continuously effective for such time period effective, and supplemented and amended as is specified in the request required by the Holders, but for no time period longer than the throughout period ending on the date which is the earliest to occur of (A) the third anniversary of date that all Registrable Securities registered under such Registration Statement may be sold in a three-month period under Rule 144 under the initial effective date of such Shelf Registration StatementSecurities Act, (B) the date on which all Registrable Securities covered by registered under such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) three years after the date as of on which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder becomes effective with respect to the offer and sale of Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with plus the Securities and Exchange Commission as soon as practicable after the later to occur aggregate number of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation days in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementSuspension Periods.

Shelf Registration Statement. At any time The Issuers shall file with the Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities not exchanged in the Exchange Offer, Private Exchange Securities and from time Exchange Securities as to time when which Section 2(c)(iv) is applicable (the Company is eligible to utilize a "Initial Shelf Registration, subject to Registration Statement"). The Issuers shall file with the availability of required financial information, Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to 45 days after the Corporation receives written notice of a request for a such Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Filing Event occurs. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (a “Shelf Registration Statement”including, without limitation, one or more underwritten offerings). The Corporation Issuers shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall use its their respective commercially reasonable best efforts (x) to cause any the Initial Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable on or prior to the 150th day after the initial filing of such Shelf Registration Statement, Filing Event occurs and once effective, (y) to keep the Corporation shall cause such Initial Shelf Registration Statement to remain continuously effective under the Securities Act for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of date which is two years from the date it becomes effective (A) or one year if the third anniversary of the initial effective date of such Initial Shelf Registration StatementStatement is filed at the request of an Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (Bthe "Effectiveness Period"), or such shorter period ending when (i) the date on which all Registrable Securities covered by such the Initial Shelf Registration Statement have been sold pursuant to in the Shelf Registration Statement, manner set forth and (C) as contemplated in the date as of which there are no longer any Registrable Securities covered by such Initial Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare or (ii) a Subsequent Shelf Registration Statement with respect to covering all of the Registrable Securities owned covered by or issuable to and not sold under the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Initial Shelf Registration Statement to be filed and maintained with or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities and Exchange Commission as soon as practicable after the later to occur of Act; provided, however, that (i) the expiration Effectiveness Period in respect of the Holdback Period Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Corporation becoming eligible to file a Issuers may suspend the effectiveness of the Initial Shelf Registration Statement for by written notice to the Holders solely as a Short-Form Registration; provided that any result of the Original LLC Owners may, filing of a post-effective amendment to the Initial Shelf Registration Statement to incorporate annual audited financial information with respect to itself, instruct the Corporation in writing Issuers where such post-effective amendment is not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners yet effective and needs to be named as a selling securityholder in such Shelf Registration Statement, declared effective to permit holders to use the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementrelated Prospectus.

Shelf Registration Statement. At any time and from time to time when the The Company is eligible to utilize a Shelf Registration, subject to the availability of required financial informationshall, as promptly as practicable after the Corporation receives written notice date of the Shelf Notice, file (and shall cause any then existing Subsidiary Guarantor to file) with the SEC a request Registration Statement for an offering to be made on a Shelf Registrationcontinuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "SHELF REGISTRATION STATEMENT"). If the Company (and any then existing Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Corporation Company shall file (and shall cause any then existing Subsidiary Guarantor to file) with the Securities SEC the Shelf Registration Statement on or prior to the Filing Date and Exchange Commission a registration statement shall use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act for on or prior to the Shelf Registration (a “Shelf Registration Statement”)Effectiveness Date. The Corporation Otherwise, the Company shall use its reasonable best efforts to file (and shall cause any then existing Subsidiary Guarantor to file) with the SEC the Shelf Registration Statement within 30 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as soon promptly as practicable thereafter (but in no event more than 90 days after delivery of the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Notice). The Shelf Registration Statement to remain continuously effective shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for such time period as is specified resale by Holders in the request manner or manners reasonably designated by the Holdersthem (including, but for no time period longer than the period ending on the earliest without limitation, one or more Underwritten Offerings). No Holder of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such shall be entitled to include any of its Registrable Securities in any Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by this Agreement unless such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable Holder furnishes to the Original LLC Owners Company and the Trustee in accordance writing, after receipt of a written request therefor, such information ("HOLDER INFORMATION") as the Company and the Trustee after conferring with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing counsel with regard to information relating to Holders that would be required by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required SEC to be included in such Shelf Registration Statement or Prospectus included therein, may reasonably request for inclusion in accordance with applicable law, including Item 507 of Regulation S-K promulgated any Shelf Registration Statement or Prospectus included therein. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act, as amended Act until (i) the date which is two years from time to timethe Issue Date (the "EFFECTIVENESS PERIOD"), or any similar successor rule thereto. Notwithstanding anything to (ii) such shorter period ending when all Registrable Securities covered by the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without have been sold in the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to manner set forth and as contemplated in the Shelf Registration Statement.

Shelf Registration Statement. At The Company will use its reasonable best efforts to file with the SEC, as promptly as practicable, but no later than the close of business on the fifth day following the date on which the Company files its Quarterly Report on Form 10-Q for the period ended June 30, 2020 (and if the SEC is not open on such day, the next day that the SEC is open) (or if a later time for filing is requested by Ventas, at such later time), a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any Stockholder at any time and from time to time when following the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for date on which the Shelf Registration (a “Statement is filed in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement”). The Corporation , and, if such Shelf Registration Statement is not immediately effective, the Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously promptly be declared or otherwise become effective for under the Securities Act. Any such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold registration pursuant to the Shelf Registration StatementStatement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), and (C) the date as Company shall maintain the continuous effectiveness of which there are no longer any Registrable Securities covered by such the Shelf Registration Statement in existence. Without limiting for the generality of the foregoingmaximum period permitted by SEC rules, the Corporation and shall use its reasonable best efforts to prepare a replace any Shelf Registration Statement at or before expiration, if applicable, with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such a successor effective Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that extent any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to remain outstanding (such Holder. In order for any period of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statementeffectiveness, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such “Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(iiPeriod”), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registration Statement. At (a) Not later than one (1) Business Day after the Closing Date, each of the Other Stockholders shall furnish to the Company a completed Selling Securityholder Questionnaire, the form of which is attached hereto as Exhibit A (the “Selling Securityholder Questionnaire”), containing the information required for use in the preparation of the Shelf Registration Statement. The Company shall prepare the Shelf Registration Statement reflecting, among other things, the information contained in the Selling Securityholder Questionnaires provided to the Company by the Other Stockholders not later than one Business Day after the Closing Date. If during the Shelf Registration Period (as defined below) any time and from event with respect to either an Other Stockholder or any Affiliate of an Other Stockholder shall occur which is required at that time to time when be described in the Shelf Registration Statement or the prospectus included therein and is not already so described therein, such Other Stockholder shall promptly notify the Company. Not later than three (3) Business Days after the Closing Date, the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for SEC the Shelf Registration (a “Shelf Registration Statement”). The Corporation Statement to cover the registration of the Registrable Securities for resale by the Other Stockholders that have furnished to the Company the Selling Securityholder Questionnaire not later than one Business Day after the Closing Date, and the Company shall use its commercially reasonable best efforts to cause any the Shelf Registration Statement to be declared effective by the SEC. Thereafter, the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act as soon as practicable after until the initial filing earlier of such Shelf Registration Statement(i) when each Other Stockholder is able to sell all of their Registrable Securities without volume, manner of sale and availability of current public information restrictions under Rule 144, and once effective, the Corporation shall cause (ii) when each Other Stockholder has sold all of its Registrable Securities pursuant to such Shelf Registration Statement (the “Shelf Registration Period”). Notwithstanding the foregoing, the Company shall have the right to remain continuously effective for such time period as is specified in (i) suspend the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary use of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have from the time of the filing by the Company of any post-effective amendment thereto until such time as such post-effective amendment has been sold declared effective by the SEC, or (ii) delay the effectiveness of the Shelf Registration Statement if the financial statements or other information of The Switch Engineering Oy or the Other Stockholders required to be included therein pursuant to the applicable requirements of the Securities Act are not available, or (iii) suspend the use of, the Shelf Registration Statement for not more than forty-five (45) Business Days in the aggregate during any 12-month period (a “Suspension Period”) if, in the case of clause (iii), (x) the Company is engaged in a material activity or transaction or preparations for a material activity or transaction that the Company desires to keep confidential for business reasons and the Company determines in good faith that the disclosure of such activity, transaction or preparations would otherwise be required by disclosure requirements under the Securities Act, and (y) the Company provides the Other Stockholders with written notice of such suspension (a “Suspension Notice”). The Company shall use its commercially reasonable efforts to have the Shelf Registration Statement declared effective by the SEC and to lift any such suspension as promptly as practicable after a condition specified in clause (ii) or (iii)(x) above is no longer applicable, as applicable. The Stockholders agree to treat and keep the existence of any such delay or suspension confidential. If the Company suspends the use of the Shelf Registration Statement, and the Other Stockholders shall immediately cease Transfers of shares pursuant thereto upon the receipt of the Suspension Notice. The Company shall promptly notify the Other Stockholders when the Shelf Registration Statement may once again be used. Prior to the expiration of the Shelf Registration Period, each Other Stockholder shall notify the Company of each Transfer of Registrable Securities within ten Business Days of such Transfer. Not later than one (C1) Business Day after the date as of Shelf Registration Statement is declared effective by the SEC, the Company shall cause its counsel (which there are no longer any may be its internal counsel) to issue a blanket opinion (the “Blanket Opinion”) to the Company’s transfer agent stating that the Registrable Securities covered by such the Shelf Registration Statement are subject to an effective registration statement and, when transferred in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing transaction covered by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to can be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 issued free of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(iirestrictive legend(s), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registration Statement. At any time (a) After one hundred eighty (180) days after an IPO and from time prior to time when two hundred seventy (270) days after an IPO, the Company will file a Shelf Registration Statement covering the resale of all Registrable Securities beneficially owned by the Holders on an immediate, delayed or continuous basis; provided, however, that the Company shall not be required to include in such Registration Statement an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the staff of the Commission. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all applicable Registrable Securities beneficially owned by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is eligible to utilize a Shelf Registration, subject WKSI). Subject to the availability terms of required financial informationthis Agreement, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registrationincluding any applicable Grace Period, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Corporation Company shall use its commercially reasonable best efforts to cause any the Shelf Registration Statement to be declared effective under the Securities Act as soon promptly as reasonably practicable after following the initial filing of such the Shelf Registration Statement, and once effective, the Corporation . The Company shall cause use commercially reasonable efforts to keep such Shelf Registration Statement to remain continuously effective for such time period as is specified in under the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) Securities Act until the date on which that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement have been sold pursuant declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration StatementStatement continuously effective under the Securities Act in accordance with this clause (a), and (C) the date “Shelf Period”). For so long as of which there are no longer any Registrable Securities covered by such any Form S-1 Shelf Registration Statement in existence. Without limiting the generality of the foregoingremain unsold, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable Company will file any supplements to the Original LLC Owners in accordance with the terms of the LLC Agreement (Prospectus or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement post-effective amendments required to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later by applicable law in order to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Shortincorporate into such Prospectus any Current Reports on Form 8-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by K necessary or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with filed by applicable law, including any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary to the extent required so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 507 512(a)(1) of Regulation S-K promulgated under the Securities Exchange Act, . The Company shall as amended from time to time, or any similar successor rule thereto. Notwithstanding anything promptly as reasonably practicable notify the Holders named in the Shelf Registration Statement via e-mail to the contrary addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement (it being understood that no notice other than to such e-mail addresses is required to be given). The Company shall file a final Prospectus in Section 2(g)(ii), any Holder that is named as a selling securityholder in respect of such Shelf Registration Statement may make a secondary resale under with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement without the consent shall include a plan of distribution section in customary form, as reasonably agreed by the Holders representing a majority of and the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementCompany.

Shelf Registration Statement. At any time and from time to time when the The Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Commission a registration statement under Notes as to which Section 2(d)(iv) is applicable (the Securities Act for the Shelf Registration (a “"Initial Shelf Registration Statement”"). The Corporation Company shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration Statement on or prior to the applicable Filing Date. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (but not including any underwritten offerings). The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below). The Company shall use its reasonable best efforts to cause any the Initial Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after on or prior to the initial filing of such Shelf Registration Statement, applicable Effectiveness Date and once effective, to keep the Corporation shall cause such Initial Shelf Registration Statement to remain continuously effective for under the Securities Act until the date that is two years from the Closing Date or such time period as is specified in the request by the Holders, but for no time period longer than the shorter period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which when all Registrable Securities covered by such the Initial Shelf Registration Statement have been sold pursuant to in the manner set forth and as contemplated in the Initial Shelf Registration Statement or, if applicable, a Subsequent Shelf Registration Statement, and (C) the date as of which there are no longer any or cease to be outstanding or cease to be Registrable Securities covered by such (the "Effectiveness Period"); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable be extended to the Original LLC Owners in accordance extent required to permit dealers to comply with the terms applicable prospectus delivery requirements of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated Rule 174 under the Securities Act, Act and as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementotherwise provided herein.

Shelf Registration Statement. At any time and from time to time when (a) As soon as practicable but no later than [thirty (30)]1 Business Days after the date hereof (the “Filing Date”), the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall prepare and file with (or confidentially submit to) the Securities and Exchange Commission a shelf registration statement under Rule 415 of the Securities Act for the Shelf Registration (such registration statement, a “Shelf Registration Statement”). The Corporation ) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable best efforts to cause any have such Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing thereof and no later than the earlier of such Shelf (x) the 60th Business Day (or 80th Business Day if the Commission notifies the Company that it will “review” the Registration Statement) following the date hereof and (y) the 10th Business Day after the date the Company is notified (orally or in writing, and once effectivewhichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the Corporation “Effectiveness Date”); provided, however, that if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall cause such be extended by the same amount of days that the Commission remains closed for operations. Such Shelf Registration Statement to remain continuously effective shall provide for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary resale of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement have been sold pursuant in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to the keep a Shelf Registration StatementStatement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and (C) in compliance with the date provisions of the Securities Act until such time as of which there are no longer any Registrable Securities covered Securities. If at any time the Company shall have qualified for the use of a Registration Statement on Form S-3 or any other form that permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Shelf Registration Statement in existence. Without limiting on Form S-1, then the generality of the foregoing, the Corporation Company shall use its reasonable best commercially reasonably efforts to prepare convert such outstanding Shelf Registration Statement on Form S-1 into a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-on Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementS-3.

Shelf Registration Statement. At any time and from time to time when the The Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act for covering all of the Shelf Registration Restricted Registrable Securities (a “Shelf Registration Statement”). The Corporation the "SHELF REGISTRATION STATEMENT") and shall use its reasonable best efforts to cause any such Shelf Registration Statement to be declared effective by the Commission on or prior to the one year anniversary of the Closing Date. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Restricted Registrable Securities for resale by the holders thereof in the manner or manners designated by them (including, without limitation, one underwritten offering). The Company shall not permit any securities to be sold by the Company to be included in the Shelf Registration Statement. The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act as soon as practicable after until the initial filing earlier of such Shelf Registration Statement, (i) the expiration of the time period referred to in Rule 144(k) under the Securities Act with respect to all beneficial holders other than affiliates of the Company of Restricted Registrable Securities and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for (ii) such time period as is specified in all the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Restricted Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existenceor are otherwise freely tradeable without registration under the Securities Act (the "EFFECTIVENESS PERIOD"). Without limiting the generality of the foregoing, the Corporation The Company shall use be deemed not to have used its reasonable best efforts to prepare keep a Shelf Registration Statement with respect to all registration statement effective during the Effectiveness Period if it voluntarily takes any action that would result in selling holders of the Restricted Registrable Securities owned by or issuable covered thereby not being able to the Original LLC Owners in accordance with the terms of the LLC Agreement (or sell such other number of Restricted Registrable Securities specified in writing during that period unless such action is required by applicable law or unless the Holder Company complies with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners maythis Agreement, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statementincluding without limitation, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable lawprovisions of Section 2(e) hereof, including Item 507 Section 5(i) hereof and the last paragraph of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement5 hereof.

Shelf Registration Statement. At any time and from time (a) The Company, at its expense, agrees to time when file with the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, SEC as promptly soon as reasonably practicable after the Corporation receives written notice Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Registrable Securities or separate Registration Statements for an offering to be made on a request for delayed or continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Registrable Securities, respectively (each such Registration Statement filed by the Company pursuant to this Agreement a "Shelf Registration, the Corporation Registration Statement"). Each Shelf Registration Statement shall file with the Securities and Exchange Commission a registration statement be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Registrable Securities for resale by the Shelf Registration (Holders in the manner or manners reasonably designated by Holders of a “majority in interest of Registrable Securities being sold. The Company shall not permit any securities other than the Registrable Securities to be included in any Shelf Registration Statement”). The Corporation Company shall use its all reasonable best efforts to cause any each Shelf Registration Statement to be declared effective under pursuant to the Securities Act as soon as reasonably practicable following the filing thereof, but in any event not later than the Effectiveness Target Date after the initial filing of such Shelf Registration StatementClosing Date, and once effective, the Corporation shall cause such to keep each Shelf Registration Statement to remain continuously effective for such time period as is specified in under the request by Securities Act until the Holders, but for no time period longer than the period ending on the earliest earlier of (Ai) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) that is two years after the date on which all Registrable Securities covered of the Notes are sold by such Shelf Registration Statement have been the Company (including those sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable option granted to the Original LLC Owners Initial Purchasers in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect Purchase Agreement) to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with Initial Purchasers (the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and "Effectiveness Period"), (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any date when the Holders of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable are able to sell all such Holder. In order for any securities immediately without restriction pursuant to the volume limitation provisions of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated Rule 144 under the Securities Act, as amended from time to timeAct or any successor rule thereto or otherwise, or (iii) the sale pursuant to any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementall securities registered thereunder.

Shelf Registration Statement. The Investor may, at any time request (such request, the "Investor Request") that the Company file a registration statement under the Securities Act covering, except as set forth in the fourth to last sentence of this Section 2(a), all of the Registrable Securities then held by the holders of such Registrable Securities on Form S-3 or such other form the Company is eligible to use to allow for the resale of the Registrable Securities (the “Shelf Registration”) and shall have such Registration Statement declared effective by the Securities and Exchange Commission with respect to such resale of such Registrable Securities as expeditiously as possible but in any event by not later than the later to occur of the 150 day anniversary of the date of delivery of the Investor Request or June 30, 2012 (the “Outside Date”), on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (such registration statement filed pursuant to the first sentence of this Section 2(a), the “Initial Shelf Registration Statement”); provided, however, that (i) if a Qualifying Change in Control is consummated prior to the Outside Date, the Company shall file and have declared effective by the Securities and Exchange Commission the Initial Shelf Registration Statement within 120 days of the consummation such Qualifying Change in Control; and (ii) if an Incidential Registration Statement is proposed to be filed prior the Outside Date, and holders of such Registrable Securities have not been afforded the opportunity to include all Registrable Securities in such Incidental Registration Statement, the Company shall file and have declared effective by the Securities and Exchange Commission the Initial Shelf Registration Statement by not later than the date of effectiveness of such Incidental Registration Statement. For purposes of clarity, the Company shall only be obligated to file one Initial Shelf Registration Statement. The Company will cause the Shelf Registration Statement to remain continuously effective under the Securities Act until the earliest of (i) the date that is two (2) years (or in the case of a registration statement on Form S-3, such longer period as may be permitted under applicable law) after the initial effectiveness thereof and (ii) the earliest date on which all Registrable Securities shall have either (A) been sold pursuant to the Shelf Registration or (B) ceased to be outstanding or constitute Registrable Securities (such period, the "Effectiveness Period"). At any time and from time to time when after the Shelf Registration Lapse Date, the Company is eligible shall, if requested by the holders of Registrable Securities, file and have declared effective as expeditiously as possible a subsequent registration statement for the Shelf Registration in the form specified herein for an Initial Shelf Registration Statement to utilize a Shelf Registration, subject enable the resale of such Registrable Securities that either (1) have not been sold in accordance with this Section 2(a) or (2) remain outstanding or continue to constitute Registrable Securities. In the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with event that the Securities and Exchange Commission a registration statement under will not allow the Company to include all Registrable Securities Act for in the Shelf Registration (a “Shelf Registration Statement”). The Corporation shall use its reasonable best efforts to cause any Initial Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such or any Subsequent Shelf Registration Statement, the Company shall, if requested by the holders of Registrable Securities, file as promptly as practicable following such time as it is permitted to do so by the Securities and once Exchange Commission, and have declared effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective a subsequent registration for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement in accordance with respect this Section 2 to all register the resale of the such Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of this Agreement. Any registration statement for a Shelf Registration that is not the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Initial Shelf Registration Statement is referred to be filed herein as a "Subsequent Shelf Registration Statement" and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Initial Shelf Registration Statement for a Short-Form Registration; provided that any of and the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Subsequent Shelf Registration Statement Statements are sometimes referred to collectively as the Registrable Securities owned by or issuable "Shelf Registration Statement". Notwithstanding anything in this Agreement to such Holder. In order for any the contrary, in the event an Eligible Investor Transferee becomes a party to this Agreement in accordance with Section 9 hereof subsequent to the time of the Original LLC Owners to be named as effectiveness of a selling securityholder in such Shelf Registration Statement, the Corporation may require Company's obligation to register Registrable Securities acquired by such Holder Eligible Investor Transferee pursuant to deliver all information about such Holder that Section 9 shall be limited to filing a prospectus supplement to the applicable existing Shelf Registration Statement to include such Eligible Investor Transferee as a selling shareholder thereunder and in any event only to the extent such filing is required permitted by law. For the avoidance of doubt, the Company shall not be obligated to be included in such file any new Shelf Registration Statement or a post-effective amendment to any existing Shelf Registration Statement in accordance with applicable law, including Item 507 respect of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if acquired by such resale does not require a supplement to the Shelf Registration StatementEligible Investor Transferee.

Shelf Registration Statement. At any time and from time to time when As soon as reasonably practicable within 60 days after the Effective Date, but in no event later than 90 days following the Effective Date, the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall (a) file with the Securities and Exchange Commission a shelf registration statement under (the Securities Act for the Shelf Registration (a “Shelf Registration Statement”)) under the Securities Act on Form S-3 (or any successor form or similar short-form registration involving a similar amount of disclosure constituting a “shelf” registration statement for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act) (“Form S-3”) that covers all Registrable Securities then held by the Holders for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule thereto) and includes a Prospectus (the “Shelf Prospectus”) that permits the disposition of all Registrable Securities subject to the Shelf Registration Statement and (b) use its reasonable best efforts to cause such Shelf Registration Statement to become effective as promptly thereafter as practicable, but in any event not later than one hundred eighty (180) days after the Effective Date if the Company receives comments to the Shelf Registration Statement from the staff of the Commission (“SEC Comments”) or one hundred twenty (120) days after the Effective Date if the Company does not receive SEC Comments. The Corporation Company shall use its reasonable best efforts to cause any Shelf Registration Statement prepare and file with the Commission such amendments, post-effective amendments and supplements (including prospectus supplements) to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement and the Shelf Prospectus as may be necessary to remain continuously keep such Shelf Registration Statement effective for such time period as is specified in and to comply with the request by provisions of the HoldersSecurities Act to, but for no time period longer than subject to Section 3.4, permit the disposition of all Registrable Securities subject thereto during the period (the “Shelf Registration Statement Effective Period”) beginning on the date the staff of the Commission declares the Shelf Registration Statement effective and ending on the earliest to occur of (Ai) 36 months after the third anniversary of the initial effective date of such Shelf Registration Statement, (Bii) the date on which all the Registrable Securities subject thereto have been sold or distributed pursuant to such Shelf Registration Statement or (iii) the date when all Registrable Securities covered by such the Shelf Registration Statement have been sold first become eligible for sale pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated Rule 144 under the Securities Act, as amended from time to time, Act without volume limitation or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementrestrictions on transfer thereunder.

Shelf Registration Statement. At any time and from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as As promptly as practicable after the Corporation receives written notice execution of a request for a Shelf Registrationthis Agreement, the Corporation Company shall prepare and file with the Securities and Exchange Commission SEC a registration statement under Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act for registering the resale from time to time by the Holders of all of the Registrable Securities (the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3, unless the Company is ineligible to use such form, in which case the Shelf Registration (a “Statement shall be on another appropriate form, in any case permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth in the Shelf Registration Statement”Statement (such methods of distribution to include underwritten offerings and other methods designated in writing by the Holders pursuant to Section 3(d)). The Corporation Lazard Parties shall use be afforded a reasonable opportunity to review and comment on the draft of the Shelf Registration Statement and any amendment thereto prior to the Company filing it with the SEC, and the Company shall consider in good faith the comments of the Lazard Parties and its reasonable best efforts to representatives in the preparation of the Shelf Registration Statement and any such amendment. The Company shall cause any the Shelf Registration Statement to be declared comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. The Company shall use all reasonable efforts to cause the Shelf Registration Statement to become effective as promptly as practicable and before the Closing Date. The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement (subject to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on Section 3(a)(v)) until the earliest of (Ax) the first day after the first anniversary of the Closing Date upon which the Lazard Parties and the Lazard Subsidiaries collectively own less than 1,000,000 shares of the Common Stock issued to Prometheus in the Merger, (y) the third anniversary of the initial effective date of such Shelf Registration Statement, Closing Date and (Bz) the date on which sale of all of the Registrable Securities covered by such included in the Shelf Registration Statement have been sold other than to Permitted Transferees (the "Shelf Effectiveness Period"). Each Holder agrees that if such Holder wishes to sell Registrable Securities pursuant to the Shelf Registration StatementStatement and related Prospectus, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners it will do so only in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in this Section 2(g)(ii3(a), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registration Statement. At any time and from time to time when the The Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall will use its reasonable best efforts to: (A) file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (the "Shelf Registration Statement"), within 90 days of the earliest to occur of clauses (i) through (v) in Section 2(c) above and Exchange Commission a registration statement under the Securities Act for (B) cause the Shelf Registration Statement to be declared effective by the SEC on or prior to the 150th day after such obligation arises; provided, however, that if the Company files a Shelf Registration Statement pursuant to this Section 3(a), it need not abandon the attempt to cause the SEC to declare the Exchange Offer Registration Statement effective, and it may satisfy its obligations to register the Notes pursuant to this Agreement either by complying with Section 2 and/or Section 3. If the Company shall not have yet filed an Exchange Offer Registration Statement, the Company shall use its best efforts to file with the SEC the Shelf Registration Statement on or prior to the Filing Date. The Shelf Registration Statement shall be on Form F-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners designated by them (a “including, without limitation, one or more underwritten offerings), or may be an amendment to the Exchange Offer Registration Statement. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement”). The Corporation Company shall use its reasonable best efforts to cause any keep the Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once continuously effective, supplemented and amended to ensure that it is available for resales of Notes by the Corporation shall cause holders of Transfer Restricted Securities entitled to this benefit and to ensure that such Shelf Registration Statement conforms and continues to remain continuously effective for such conform with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC, as announced from time period as is specified in to time, until the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third second anniversary of the initial effective date Issue Date, subject to extension pursuant to the last paragraph of Section 5 hereof (the "Effectiveness Period"), or such Shelf Registration Statement, (B) the date on which shorter period ending when all Registrable Transfer Restricted Securities covered by such the Shelf Registration Statement have been sold pursuant to in the Shelf Registration Statement, manner set forth and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement contemplated in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.the

Shelf Registration Statement. At any time The Issuers shall file with the Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and from time Exchange Notes as to time when which Section 2(c)(iv) is applicable (the Company is eligible to utilize a "INITIAL SHELF REGISTRATION STATEMENT"). The Issuers shall file with the Commission the Initial Shelf Registration, subject to the availability of required financial information, Registration Statement as promptly as practicable and in any event on or prior to 45 days after the Corporation receives written notice of a request for a such Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Filing Event occurs. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (a “including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall not be required to file more than one Initial Shelf Registration Statement”). The Corporation Issuers shall use its their respective reasonable best efforts (x) to cause any the Initial Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable on or prior to the 90th day after the initial filing of such Shelf Registration Statement, Filing Event occurs and once effective, (y) to keep the Corporation shall cause such Initial Shelf Registration Statement to remain continuously effective under the Securities Act for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of date which is two years from the date it becomes effective (A) or one year if the third anniversary of the initial effective date of such Initial Shelf Registration StatementStatement is filed at the request of an Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (Bthe "EFFECTIVENESS PERIOD"), or such shorter period ending when (i) the date on which all Registrable Securities Notes covered by such the Initial Shelf Registration Statement have been sold pursuant to in the Shelf Registration Statement, manner set forth and (C) as contemplated in the date as of which there are no longer any Registrable Securities covered by such Initial Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts or have ceased to prepare be Registrable Notes or (ii) a Subsequent Shelf Registration Statement with respect to covering all of the Registrable Securities owned Notes covered by or issuable to and not sold under the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Initial Shelf Registration Statement to be filed and maintained with or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities and Exchange Commission as soon as practicable after the later to occur of Act; PROVIDED, HOWEVER, that (i) the expiration Effectiveness Period in respect of the Holdback Period Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Corporation becoming eligible to file a Company may suspend the effectiveness of the Initial Shelf Registration Statement for by written notice to the Holders solely as a Short-Form Registration; provided that any result of the Original LLC Owners may, filing of a post-effective amendment to the Initial Shelf Registration Statement to incorporate annual audited financial information with respect to itself, instruct the Corporation in writing Company where such post-effective amendment is not yet effective and must be declared effective to include in such Shelf Registration Statement permit holders to use the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementrelated Prospectus.

Shelf Registration Statement. At The Issuer agrees that it will file with the Commission (at the Issuer’s sole cost and expense) a registration statement on Form S-3 promulgated under the Securities Act (which, if Issuer is then a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), shall be filed pursuant to General Instruction I.D. of Form S-3) (an “Automatic Shelf Registration Statement”) registering the resale of the Registrable Securities (the “Registration Statement”) (x) on the date which is six (6) months following the Subscription Closing Date, unless counsel for the Issuer shall have delivered to Subscriber and the Transfer Agent a legal opinion within five (5) business days prior to such date that Subscriber does not constitute an affiliate of the Issuer under the Securities Act (and counsel for Subscriber agrees with such legal opinion) or (y) within ten (10) business days after Subscriber delivers a written request to file a Registration Statement, if at any time and from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice date which is six (6) months following the Subscription Closing Date Subscriber requests counsel for the Issuer to deliver to Subscriber and the Transfer Agent a legal opinion in connection with a planned sale of a request for a Shelf Registration, Registrable Securities that Subscriber does not constitute an affiliate of the Corporation shall file with the Securities and Exchange Commission a registration statement Issuer under the Securities Act and counsel for the Shelf Issuer is unwilling or unable to deliver such a legal opinion within five (5) business days after receipt of such request or counsel for Subscriber does not agree with such legal opinion, and thereafter the Issuer shall use its commercially reasonable efforts, if the Registration (a “Statement is not an Automatic Shelf Registration Statement”). The Corporation shall use its reasonable best efforts , to cause any Shelf have the Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holdersthereof, but for no time period longer later than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur earlier of (i) the expiration of 90th calendar day following the Holdback Period date the Registration Statement is filed if the Commission notifies the Issuer that it will “review” the Registration Statement and (ii) the Corporation becoming eligible to file a Shelf 10th business day after the date the Issuer is notified in writing by the Commission that the Registration Statement for a Short-Form Registrationwill not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided provided, however, that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not Issuer’s obligations to include in such Shelf Registration Statement the Registrable Securities owned by or issuable in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such Holder. In order for any information regarding Subscriber, the securities of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, Issuer held by Subscriber and the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 intended method of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority disposition of the Registrable Securities as shall be reasonably requested by the Issuer to effect the registration of the Registrable Securities, and Subscriber shall use reasonable efforts to execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder. Following the Effectiveness Date, if the transfer restrictions as set forth on Exhibit A to this Subscription Agreement are no longer required by the Securities Act or any other Holder if applicable state securities laws, upon request of Subscriber, the Issuer shall use its commercially reasonable efforts to cooperate with Subscriber to have such resale does not require a supplement transfer restrictions removed, including providing authorization to the Shelf Registration StatementTransfer Agent within five (5) business days of the Issuer’s receipt of such request.

Shelf Registration Statement. At any time and from time (a) The Company, at its expense, agrees to time when file with the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, SEC as promptly soon as reasonably practicable after the Corporation receives written notice Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities or separate Registration Statements for an offering to be made on a request for continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Registrable Securities, respectively (each such Registration Statement filed by the Company pursuant to this Agreement a "Shelf Registration, the Corporation Registration Statement"). Each Shelf Registration Statement shall file with the Securities and Exchange Commission a registration statement be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Registrable Securities for resale by the Shelf Registration (Holders in the manner or manners reasonably designated by Holders of a “majority in interest of Registrable Securities being sold. The Company shall not permit any securities other than the Registrable Securities to be included in any Shelf Registration Statement”). The Corporation Company shall use its all reasonable best efforts to cause any each Shelf Registration Statement to be declared effective under pursuant to the Securities Act as soon as reasonably practicable following the filing thereof, but in any event not later than the Effectiveness Target Date after the initial filing of such Shelf Registration StatementClosing Date, and once effective, the Corporation shall cause such to keep each Shelf Registration Statement to remain continuously effective for such time period as is specified in under the request by Securities Act until the Holders, but for no time period longer than the period ending on the earliest earlier of (Ai) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) that is two years after the date on which all Registrable Securities covered of the Notes are sold by such Shelf Registration Statement have been the Company (including those sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable option granted to the Original LLC Owners Initial Purchasers in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect Purchase Agreement) to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with Initial Purchasers (the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and "Effectiveness Period"), (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any date when the Holders of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable are able to sell all such Holder. In order for any securities immediately without restriction pursuant to the volume limitation provisions of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated Rule 144 under the Securities Act, as amended from time to timeAct or any successor rule thereto or otherwise, or (iii) the sale pursuant to any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementall securities registered thereunder.

Shelf Registration Statement. At any time and from time ‌ The Company shall use its reasonable best efforts to time when file, not later than (i) 30 days after the date hereof (the “S-3 Shelf Filing Deadline”), a Registration Statement on Form S-3 covering the resale of all of the Registrable Securities held by the Common Investors on a delayed or continuous basis (the “Form S-3 Shelf”), or (ii) 90 days after the date hereof (the “S-1 Shelf Filing Deadline” and, along with the S-3 Shelf Filing Deadline, each, a “Filing Deadline”), in the event that the Company is not eligible to utilize file Form S-3 Shelf as of or prior to the S-3 Shelf Filing Deadline, a Shelf RegistrationRegistration Statement on Form S-1 (a “Form S-1 Shelf” and, subject to the availability of required financial informationalong with a Form S-3 Shelf, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (each a “Shelf Registration Statement”). The Corporation ; provided that the Company shall use its reasonable best efforts to remain qualified to file the Form S-3 Shelf. As of the date hereof, the Company is qualified to file a Form S-3 Shelf.‌ Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause any the Shelf Registration Statement to be declared effective under the Securities Act as soon promptly as is reasonably practicable after the initial filing of thereof, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf or a successor Registration Statement to remain thereto, continuously effective for such time period as is specified in under the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) Securities Act until the date on which that all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to disposed of by the Shelf Registration Statement, and (C) the date as of which there Common Investors or are no longer any Registrable Securities covered by Securities; provided that in no event shall the Company’s obligation to keep such Shelf Registration Statement in existence. Without limiting effective extend beyond the generality three year anniversary of the foregoingdate hereof. In the event the Company becomes ineligible to use the Form S-3 Shelf during the Shelf Period, the Corporation Company shall use reasonable best efforts to file a Form S-1 Shelf not later than 90 days after the date the Company becomes ineligible, and shall use its reasonable efforts to have such Shelf Registration Statement declared effective promptly (the period during which the Company shall use its reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this Section 6.1 is referred to as the “Shelf Period”). In the event the Company files a Form S-1 Shelf (either prior to the S-1 Shelf Filing Deadline or during the Shelf Period) and thereafter becomes eligible to use a Form S-3 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S- 3 Shelf promptly after the Company becomes so eligible.‌ The Company shall promptly notify the Common Investors by e-mail of the effectiveness of a Shelf Registration Statement promptly after the Company telephonically confirms effectiveness with the SEC (but in no event more than two Business Days thereafter). The Company shall file a final prospectus with the SEC to the extent required by Rule 424 under the Securities Act. The “Plan of Distribution” section of such Shelf Registration Statement shall provide for customary permitted means of disposition of Registrable Securities, including agented transactions, sales directly into the market and purchases or sales by brokers. The Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the cause any Registrable Securities owned by or issuable offered for resale pursuant to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such an effective Shelf Registration Statement to be filed and maintained with listed on the Securities and Exchange Commission New York Stock Exchange, or such other national securities exchange as soon as practicable after the later to occur of (i) Common Stock may be listed during the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in time such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementeffective.

Shelf Registration Statement. At any time The Company shall prepare and from time file a "shelf" registration statement (the "SHELF REGISTRATION STATEMENT") with respect to time when the Registrable Securities covering the issuance, as applicable, and resale thereof by the Pledgee on an appropriate form for an offering to be made on a continuous or delayed basis pursuant to Rule 415 (the "SHELF REGISTRATION") within 15 Business Days of a written request by Pledgee, which request may be made by Pledgee only following the occurrence of an Event of Default. The Company shall use its best efforts to cause the Shelf Registration Statement to be declared effective within 60 days of the filing of the Shelf Registration Statement. The Company shall use its best efforts to keep such Shelf Registration Statement continuously effective until the earliest of (A) the termination of this Agreement pursuant to Section 5.11 and (B) the date on which the Registrable Securities may be sold without volume restrictions in accordance with Rule 144. Notwithstanding the foregoing, the Company shall not be obligated to effect a Shelf Registration pursuant to this Section 3.01 unless the Company is then eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a use Form S-3 or other short form registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”)Act. The Corporation Company shall use its reasonable best efforts to be eligible to use Form S-3 or other short form registration statement under the Securities Act. In the event that the Company is not obligated to effect a Shelf Registration under this Section 3.01, within 15 Business Days of a written request by Pledgee that the Company effect a registration of Registrable Securities (a "DEMAND REGISTRATION"), which request may be made by Pledgee only (x) following the occurrence of an Event of Default and (y) once in each twelve-month period, the Company shall be obligated to prepare, file and cause any Shelf to become effective a registration statement on Form S-1 or other appropriate form (a "DEMAND REGISTRATION STATEMENT"). The Company shall use its best efforts to cause the Demand Registration Statement to be declared effective under within 60 days of the Securities Act as soon as practicable after the initial filing of such Shelf the Demand Registration Statement, and once effective, the Corporation . The Company shall cause use its best efforts to keep such Shelf Demand Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary 90 days or until 75% of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement included therein have been sold sold, if earlier. Pledgee shall have priority over all other persons (including the Company) with respect to shares of Company Common Stock to be registered pursuant to the Shelf Registration Statement or the Demand Registration Statement, and (C) neither the date as of which there are no longer Company nor any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts person with piggy-back registration rights may register any shares with respect to prepare a Shelf Registration Statement with respect to or a Demand Registration Statement unless all of the Registrable Securities owned by or issuable proposed to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing be registered by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation Pledgee in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to connection therewith shall be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementregistration.

Shelf Registration Statement. At any time and from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, As soon as promptly as reasonably practicable after the Corporation receives written notice Closing Date and in any event not later than seven (7) Business Days of the Closing Date, CSRA shall file a request Registration Statement for a Shelf Registration, Registration on Form S-1 covering the Corporation shall file with resale of all Stockholder Registrable Securities on a delayed or continuous basis (the Securities and Exchange Commission a registration statement “Form S-1 Shelf”). In the event that CSRA becomes eligible to use Form S-3 under the Securities Act for after twelve (12) calendar months following the Closing Date, CSRA shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Shelf Registration on Form S-3 (a “Form S-3 Shelf” and together with the Form S-1 Shelf, the “Shelf Registration Statement”). The Corporation Subject to the terms of this Agreement, including any applicable Blackout Period, CSRA shall respond to any comments from the SEC as promptly as practicable and use its commercially reasonable best efforts to cause any the Shelf Registration Statement to be declared effective under the Securities Act as soon promptly as reasonably practicable after the initial filing of such Shelf Registration Statement, thereof and once effective, the Corporation shall cause use its commercially reasonable efforts to keep such Shelf Registration Statement to remain continuously effective for such time period as is specified in under the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) Securities Act until the date on which that all Stockholder Registrable Securities covered by such Registration Statement are no longer Stockholder Registrable Securities (the period during which CSRA shall use its commercially reasonable efforts to keep the Shelf Registration Statement have been sold pursuant to continuously effective under the Securities Act in accordance with this Section 2.1 the “Shelf Period”). CSRA shall notify the holders of Stockholder Registrable Securities named in the Shelf Registration Statement, and (C) Statement via facsimile or by email of the date as effectiveness of which there are no longer any Registrable Securities covered a Form S-1 Shelf promptly once CSRA telephonically confirms effectiveness with the SEC. CSRA shall file a final Prospectus with the SEC to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement in existence. Without limiting the generality shall provide for all permitted means of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all disposition of the Stockholder Registrable Securities owned requested in writing to be included therein by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified Providence including, if so requested in writing by Providence, firm commitment underwritten public offerings, agented transactions, sales directly into the Holder with respect to the Registrable Securities owned market, purchases or sales by or issuable to such Holder) to enable brokers and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file sales not involving a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementpublic offering.

Shelf Registration Statement. At any time and from time to time when the The Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission on or before April 30, 2013 a shelf registration statement under the Securities Act for the Shelf Registration on Form F-3 (a “Shelf Registration Statement”) (which, if the Company is a Well Known Seasoned Issuer eligible to file an Automatic Shelf Registration Statement on such date, will be an Automatic Shelf Registration Statement), registering the resale by the holders of Registrable Securities (the “Securityholders”), including without limitation the IFC Parties, of all issued and outstanding Registrable Securities, including in the form of ADRs, with the SEC, in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect). The Corporation Company acknowledges that on or prior to the date of this Agreement, each Securityholder has furnished to the Company in writing such information as has been reasonably requested by the Company for the purpose of including such Securityholder’s Registrable Securities in the Prospectus that forms part of the Shelf Registration Statement (the “Selling Holder Information”). The Company shall include in the Prospectus that forms part of the Shelf Registration Statement the Selling Holder Information received, to the extent necessary and in a manner so that, upon filing of a Prospectus Supplement as provided below, or promptly thereafter, each such Securityholder shall be named, to the extent required by the rules promulgated under the Securities Act by the SEC, as a selling securityholder and be permitted to deliver (or be deemed to deliver) a Prospectus to purchasers of the Registrable Securities in accordance with applicable law. If any Registrable Securities remain issued and outstanding after three years following the initial effective date of a Shelf Registration Statement (the “Initial Shelf Effective Date”), the Company shall file prior to the expiration of such three year period a new Shelf Registration Statement covering all Registrable Securities that remain issued and outstanding, including in the form of ADRs, and, unless such new Shelf Registration Statement is an Automatic Shelf Registration Statement, shall thereafter use its commercially reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the initial filing of such new Shelf Registration Statement, and once effective, the Corporation . The Company shall use its commercially reasonable efforts to cause such each Shelf Registration Statement to remain continuously effective for such time period as is specified in until the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur earlier of (i) the expiration of the Holdback Period date that a subsequent Shelf Registration Statement becomes effective, and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided date that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the no Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementare issued and outstanding.

Shelf Registration Statement. At any time The Issuer shall prepare and from time to time when file with the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial informationSEC, as promptly as practicable after following the Corporation receives written notice Shelf Notice, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of a request the Transfer Restricted Securities, which registration statement, if the Shelf Notice is given pursuant to Section 2(g)(1) or (2), may be an amendment to the Exchange Offer Registration Statement (the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of the Transfer Restricted Securities for a Shelf Registrationresale by the Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Corporation shall file with the Transfer Restricted Securities and Exchange Commission a registration statement under the Securities Act for to be included in the Shelf Registration (a “Shelf Registration Statement”). The Corporation Issuer shall use its reasonable best efforts efforts, as described in Section 5(b) hereof, to cause any the Shelf Registration Statement to be declared effective under pursuant to the Securities Act as soon promptly as practicable after the initial filing of such Shelf Registration Statement, but in no event later than the Effectiveness Target Date (or in the case of a Shelf Registration Statement filed pursuant to Section 2(g)(3) hereof, by the later of the Effectiveness Target Date or 60 days of receipt by the Issuer of the notice contemplated by Section 2(g)(3)), and once effective, to keep the Corporation shall cause Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) the date which is 24 months after its effective date (or 12 months after such effective date if such Shelf Registration Statement is filed pursuant to remain continuously effective for such time period as is specified Section 2(g)(3) at the request of the Initial Purchaser), (ii) the date that all Transfer Restricted Securities covered by the Shelf Registration Statement have been sold in the request by manner set forth and as contemplated in the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (Biii) the date that there ceases to be securities outstanding that constitute Transfer Restricted Securities, or (iv) the date on which all Registrable Transfer Restricted Securities covered by such the Shelf Registration Statement have been sold pursuant become tradeable under Rule 144 without regard to volume limitations (the "Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(iiEffectiveness Period"), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registration Statement. At any time and from time to time when (a) In the event that (i) changes in law or in currently applicable interpretations of the Staff of the SEC do not permit the Company to effect such an Exchange Offer, (ii) the Exchange Offer Registration Statement is eligible to utilize a Shelf Registrationnot declared effective within 210 calendar days of the Issue Date, subject (iii) any Holder notifies the Company on or by the 20th Business Day following consummation of the Exchange Offer that (a) it is prohibited by law or SEC policy from participating in the Exchange Offer, (b) it may not resell the Exchange Notes acquired by it in the Exchange Offer to the availability public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (c) it is a broker-dealer and owns Notes acquired directly from the Company or an affiliate of required financial informationthe Company (each such event referred to in clauses (i), as promptly as practicable after the Corporation receives written notice of (ii) and (iii), a request for a "Shelf RegistrationFiling Event"), the Corporation shall Company will, at its cost, (a) use its reasonable ------------------ best efforts to file with the Securities and Exchange Commission SEC a shelf registration statement under (the Securities Act for "Shelf ----- Registration Statement") covering resales of the Notes, on or prior to the later ---------------------- of (x) 30 days after the Shelf Registration Filing Event or (a “Shelf Registration Statement”). The Corporation shall y) 120 days after the Issue Date, (b) use its reasonable best efforts to cause any the Shelf Registration Statement to be declared effective under by the Securities Act as soon as practicable SEC on or prior to the 90th day after such obligation arises and (c) use its reasonable best efforts to keep continuously effective the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for until two years after the Issue Date or such time shorter period as is specified in that will terminate when all the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities Notes covered by such Shelf Registration Statement have been sold pursuant thereto (the "Effectiveness Period"). The Company will, in the event the Shelf -------------------- Registration Statement is filed, provide to each Holder copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration Statement for the Notes has become effective and (C) take such other actions as are reasonably required to permit unrestricted resales of the date as of which there are no longer any Registrable Securities covered by such Notes. Holders will be required to deliver information to be used in connection with the Shelf Registration Statement in existenceorder to have their Transfer Restricted Notes included in the Shelf Registration Statement. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a The Shelf Registration Statement with respect to all shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Notes for resale by Holders in the Registrable Securities owned manner or manners designated by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable them and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include set forth in such Shelf Registration Statement (including, without limitation, one or more underwritten offerings). The Company shall not permit and shall not be required to permit any securities other than the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required Transfer Restricted Notes to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registration Statement. At any time and from time (a) The Company agrees to time when file with the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, SEC as promptly soon as reasonably practicable after the Corporation receives written notice Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a request for a Shelf Registrationcontinuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the Corporation "Shelf Registration Statement"). The Shelf Registration Statement shall file with the Securities and Exchange Commission a registration statement be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration (a “Shelf Registration Statement”). The Corporation Company shall use its reasonable best efforts to cause any the Shelf Registration Statement to be declared effective under pursuant to the Securities Act as soon as reasonably practicable after following the initial filing of such Shelf Registration Statement, thereof and once effective, to keep the Corporation shall cause such Shelf Registration Statement to remain continuously effective under the Securities Act for such time period as is specified in two years after the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective latest date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as original issuance of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners mayNotes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), with respect to itself, instruct the Corporation in writing not to include in or such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners shorter period ending when there cease to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the any Transfer Restricted Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementoutstanding.

Shelf Registration Statement. At any time and from time to time when the Company is eligible to utilize a Shelf Registration, subject Subject to the availability timely receipt of required financial informationinformation described in Section 6.03(b), as promptly as practicable no later than three (3) Business Days after the Corporation receives written notice of a request for a Shelf RegistrationClosing, the Corporation Parent shall (i) file with (or confidentially submit to) the Securities and Exchange Commission SEC a registration statement Registration Statement on Form S-0, Xxxx X-0 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities 1933 Act for the Shelf Registration or any successor rule thereto (a “Shelf Registration Statement”)) that covers all Parent Class A Common Stock acquired by Basic pursuant to this Agreement (the “Registrable Securities”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the 1933 Act or any successor rule thereto and (ii) use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable thereafter which, in any event, shall be within ten (10) Business Days of clearing comments of, or receiving oral or written confirmation of “no review,” from the SEC staff. The Corporation In addition, Parent shall use its reasonable best efforts to cause any a Shelf Registration Statement filed pursuant to this Section 6.03(a) to remain effective, and to be declared effective under supplemented and amended to the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause extent necessary to ensure that such Shelf Registration Statement is available or, if not available, that another Shelf Registration Statement (if Parent is eligible to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such file a Shelf Registration Statement) or other Registration Statement (if Parent is not so eligible) is continuously available, for the resale of the Registrable Securities until the earlier of (By) the date on which that all Registrable Securities covered by have been sold or (z) one year from the date of Closing (such period, the “Registration Period”). If Parent files a Shelf Registration Statement have been sold pursuant on Form S-3 and thereafter Parent becomes ineligible to the Shelf Registration Statementuse Form S-3 for secondary sales, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation Parent shall use its reasonable best efforts to prepare file a shelf registration statement on Form S-1 (a “Form S-1 Shelf”) as promptly as practicable to replace the shelf Registration Statement that is a Shelf Registration Statement with respect and have the Form S-1 Shelf declared effective as promptly as practicable and to all cause such Form S-1 Shelf to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of the Registrable Securities owned during the Registration Period. When effective, a Registration Statement filed pursuant to this Section 6.03(a) (including the documents incorporated therein by or issuable reference) will comply as to the Original LLC Owners form in accordance all material respects with the terms all applicable requirements of the LLC Agreement (1933 Act and the Exchange Act and will not contain an untrue statement of a material fact or such other number of Registrable Securities specified in writing by the Holder with respect omit to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement state a material fact required to be filed and maintained with stated therein or necessary to make the Securities and Exchange Commission as soon as practicable after statements therein not misleading (in the later to occur case of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include Prospectus contained in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, in the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent light of the Holders representing a majority of the Registrable Securities or any other Holder if circumstances under which such resale does not require a supplement to the Shelf Registration Statementstatement is made).

Shelf Registration Statement. At any time Prior to the Closing, the Amneal Group Representative and from time to time when Impax shall jointly prepare, and Impax shall cause the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities SEC (no later than five (5) Business Days following the later of (i) the date on which the Registration Statement on Form S-4, to be jointly prepared by Amneal and Exchange Commission a registration statement under Impax and filed by the Securities Act Company in accordance with Section 6.01 of the Transaction Agreement (the “Form S-4 Registration Statement”), is declared effective by the SEC and (ii) the date that Impax has received all information reasonably required from Amneal Group for inclusion in the Shelf Registration Statement, to the extent such information was not previously included in the Form S-4 Registration Statement) a “shelf” registration statement on Form S-1 with the SEC with respect to resales of all Registrable Shares to be held by Amneal Group following the Closing in accordance with Rule 415 (a together with any additional registration statements filed to register any Registrable Shares, the “Shelf Registration Statement”). The Corporation Prior to the Closing, Impax shall use its reasonable best efforts to cause any the Company to, and following the Closing the Company shall, use its reasonable best efforts to (i) cause the Shelf Registration Statement on Form S-1 filed pursuant to this Section 5.1 to be declared effective under the Securities Act as soon promptly as practicable reasonably possible after filing with the initial filing SEC and (ii) maintain the effectiveness of such Shelf Registration Statement, (and once effective, the Corporation shall cause availability for use of) such Shelf Registration Statement to remain continuously on Form S-1 (including by, without limitation, filing any post-effective for such time period as is specified amendments thereto or prospectus supplements in the request by the Holders, but for no time period longer than the period ending on the earliest of (Arespect thereof) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such until a Shelf Registration Statement have on Form S-3 has been sold declared effective pursuant to the below. Upon becoming eligible to use Form S-3, the Company shall promptly file a Shelf Registration Statement on Form S-3, which may be in the form of a post-effective amendment to the Shelf Registration StatementStatement on Form S-1, covering all of the then Registrable Shares and will maintain the effectiveness of the Shelf Registration Statement on Form S-3 (Cor such comparable or successor form) the date then in effect until such time as of which there are no longer Registrable Shares. Notwithstanding the foregoing provisions of this Section 5.1, if the SEC prevents the Company from including on a registration statement any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality or all of the foregoingRegistrable Shares to be registered pursuant to this Section 5.1 due to limitations on the use of Rule 415 of the Securities Act for the resale of Registrable Shares by Amneal Group (a “Rule 415 Limitation”), such registration statement shall register the Corporation resale of a number of Registrable Shares which is equal to the maximum number of shares as is permitted by the SEC, and the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to register all of the such remaining Registrable Securities owned by or issuable to the Original LLC Owners Shares for resale as promptly as reasonably practicable in accordance with the terms applicable rules, regulations and guidance of the LLC Agreement (or SEC. In such other event, the number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement Shares to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of registered for each Amneal Group Member in such registration statement shall be reduced pro rata (i) the expiration of the Holdback Period first, among all Amneal Group Members and (ii) second, among purchasers of Company Common Stock in any Company-Assisted PIPE Table of Contents Transaction, in each case based on the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided proportion that any the number of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in Registrable Shares held by such Shelf Registration Statement the Registrable Securities owned Amneal Group Member or shares held by or issuable such purchasers pursuant to such Holder. In order for any registration statement bears to the total number of the Original LLC Owners Registrable Shares or shares held by such purchasers, as applicable, to be named as a selling securityholder in registered pursuant to such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementregistration statement.

Shelf Registration Statement. At As promptly as practicable after the date hereof, but in any time event no later than forty-five (45) days following the approval of the Liberty Charter Amendments by the Company’s stockholders and from time to time when the filing thereof with the Secretary of State of the State of Delaware, the Company shall prepare and file with the SEC a “shelf” registration statement on Form S-1 (or Form S-3 if the Company is eligible to utilize a Shelf Registration, subject use Form S-3 at such time) with respect to the availability offer and resale of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registrationall Registrable Shares in accordance with Rule 415 (together with any additional registration statements filed to register any Registrable Shares, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). Upon becoming eligible to use Form S-3, the Company shall promptly file a Shelf Registration Statement on Form S-3, which may be in the form of a post-effective amendment to the Shelf Registration Statement on Form S-1, covering all of the then Registrable Shares and will maintain the effectiveness of the Shelf Registration Statement on Form S-3 (or such comparable or successor form) then in effect until such time as there are no Registrable Shares. The Corporation Company will use its reasonable best efforts to (i) cause the Shelf Registration Statement, when filed, to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to, and resolve all comments received from, the SEC or its staff concerning the Shelf Registration Statement, (iii) have the Shelf Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and (iv) maintain the effectiveness of (and availability for use of) the Shelf Registration Statement (including by filing any post-effective amendments thereto or prospectus supplements in respect thereof) until such time as there are no Registrable Shares. Notwithstanding the foregoing provisions of this Section 2.1, if the SEC prevents the Company from including on a registration statement any or all of the Registrable Shares to be registered pursuant to this Section 2.1 due to limitations on the use of Rule 415 of the Securities Act for the resale of Registrable Shares by the Investors, such registration statement shall register the resale of a number of Registrable Shares which is equal to the maximum number of shares as is permitted by the SEC, and the Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act register all such remaining Registrable Shares for resale as soon promptly as reasonably practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms applicable rules, regulations and guidance of the LLC Agreement (or SEC. In such other event, the number of Registrable Securities specified Shares to be registered for each Investor in writing such registration statement shall be reduced pro rata among all Investors, in each case based on the proportion that the number of Registrable Shares held by the Holder with respect each Investor bears to the total number of Registrable Securities owned by or issuable Shares to be registered pursuant to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementregistration statement.

Shelf Registration Statement. At any time and from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registration Statement. At any time In addition to the demand ---------------------------- Registration Rights contained in Section 1.1 hereof and from time subject to time when Section 1.3, so long as the Company is eligible permitted to utilize use SEC Form F-3, if any Holder or Holders make a Shelf Registration, subject written request pursuant to Section 1.2(b) for the availability registration of required financial information, as promptly as practicable after the Corporation receives written notice of Registrable Securities in connection with an offering to be made on a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement delayed or continuous basis pursuant to Rule 415 under the Securities Act (the "Shelf Registration"), then the Company shall cause a Registration Statement covering such Registrable Securities to be filed with the SEC within a reasonable period of time (including reasonable time required to prepare any necessary financial statements for inclusion therein) after such request; provided, that (i) the -------- Company shall not be required to effect any such Shelf Registration within one hundred fifty (150) days following a “Piggyback Registration as contemplated by Section 1.4 hereof so long as the number of Registrable Securities requested to be included in such Piggyback Registration by any Holder was not cut back under Section 1.7(d), (ii) the Company shall not be obligated to effect such Shelf Registration Statement”)for so long as such Shelf Registration has been suspended or postponed as contemplated by Section 1.3, and (iii) the Company shall not be obligated to effect any more than one (1) such Shelf Registration during the Effective Period, except that any Shelf Registration which is suspended by the Company pursuant to Section 1.3 hereof shall not be counted as a request for Shelf Registration unless such Shelf Registration is completed and declared effective following the termination of such suspension. Such Registration Statement shall be on SEC Form F-3 or the equivalent form then in use, and shall otherwise comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, permitting registration of such Registrable Securities for resale by any of the Holders in the manner or manners designated by them. The Corporation Company shall use its reasonable best efforts to cause any the Registration Statement in connection with the Shelf Registration Statement to be declared effective under by the Securities Act SEC as soon promptly as practicable after and shall notify each Holder registering Registrable Securities thereunder when such Registration Statement has become effective. From time to time and upon the initial reasonable request of any Holder registering Registrable Securities thereunder or of the Representative, the Company shall promptly notify such Holder or the Representative, as the case may be, of the anticipated date of effectiveness of such Registration Statement. The Company agrees (subject to Section 1.3 hereof) to use its reasonable best efforts to keep the Registration Statement continually updated and effective (including the preparation and filing of such Shelf any amendments and supplements necessary for that purpose) during the Effective Period. If the Registration Statement, and once effectiveStatement ceases to be effective for any reason at any time during the Effective Period (other than because of the sale of all of the securities registered thereunder or as permitted by Section 1.3 hereof), the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with become effective, including, if necessary, obtaining the Securities and Exchange Commission as soon as practicable after prompt withdrawal of any order suspending the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementeffectiveness thereof.

Shelf Registration Statement. At The Company will file on the date hereof (or, if impracticable to file on the date hereof or otherwise requested by the TPG Shareholders, reasonably promptly following the date hereof, will file on a date acceptable to the TPG Shareholders) with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Shareholders at any time and from time to time when following the Company is eligible to utilize a Shelf Registration, subject to expiration of the availability of required financial information, as promptly as practicable after thirty (30) day period beginning on the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file date hereof in accordance with the Securities and Exchange Commission a registration statement under methods of distribution set forth in the Securities Act for Plan of Distribution section of the Shelf Registration (a “Statement, and, if such Shelf Registration Statement”). The Corporation Statement is not effective as of the date hereof, the Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously promptly be declared or otherwise become effective for under the Securities Act. Any such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold registration pursuant to the Shelf Registration StatementStatement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), and (C) the date as Company shall maintain the continuous effectiveness of which there are no longer any Registrable Securities covered by such the Shelf Registration Statement in existence. Without limiting for the generality of the foregoingmaximum period permitted by SEC rules, the Corporation and shall use its reasonable best efforts to prepare a replace any Shelf Registration Statement at or before expiration, if applicable, with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such a successor effective Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that extent any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to remain outstanding (such Holder. In order for any period of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statementeffectiveness, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such “Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(iiPeriod”), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registration Statement. (a) At any time and from time to time when following the date that is 180 days after an IPO that the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement in accordance with Rule 415 under the Securities Act for Act, or any similar rule that may be adopted by the Shelf Registration SEC (a “Shelf Registration Statement”), any one or more of the Principal Investors shall have the right to request in writing (which request shall specify the Registrable Securities intended to be registered and intended methods of disposition) that the Company register any or all of such Principal Investors’ Registrable Securities by filing with the SEC a Shelf Registration Statement, including, if the Company is eligible, on Form S-3 and, if the Company is at any time a WKSI, an automatic shelf registration statement, covering such Registrable Securities. Within five (5) business days of the Company’s receipt of such a request, the Company shall give written notice to each Holder informing such Holder of the Company’s intent to file such Shelf Registration Statement and of such Holder’s right to request the registration of the Registrable Securities held by such Holder. The Corporation Company shall, subject to the provisions of this Section 4(a), include in such registration all Registrable Securities of each Holder with respect to which the Company receives a written request for inclusion therein together with all duly completed and executed questionnaires and other documents reasonably requested by the Company and necessary to enable it to include such Holder as a Selling Stockholder) within five (5) business days after the notice contemplated by the immediately preceding sentence is given to the Holders. The Company shall as promptly as practicable after the receipt of the initial request to file a Shelf Registration Statement from the applicable Principal Investor, cause to be filed a Shelf Registration Statement providing for the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Principal Investors, and shall use its reasonable best efforts to cause any have such Shelf Registration Statement to be declared effective under by the Securities Act SEC as soon as practicable after the initial filing of such Shelf Registration Statement, thereafter and once effective, the Corporation shall cause use commercially reasonable efforts to keep such Shelf Registration Statement to remain continuously effective for such time (subject to the limitations in Rule 415) during the period as from the date a Shelf Registration Statement is specified in the request declared effective by the Holders, but for no time period longer than SEC until the period ending on the earliest earlier of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (Bx) the date on which all Registrable Securities covered by such Shelf Registration Statement of the Holders registered thereunder have been sold pursuant to the Shelf Registration Statement, and (Cy) the date as of by which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything replaced pursuant to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent rules and regulations of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementSEC.

Shelf Registration Statement. At any time and from time The Issuers shall file with the Commission a Registration Statement for an offering to time when be made on a continuous basis pursuant to Rule 415 (the Company is eligible to utilize a "INITIAL SHELF REGISTRATION STATEMENT") covering all of the Registrable Notes. The Issuers shall file with the Commission the Initial Shelf Registration, subject to the availability of required financial information, Registration Statement as promptly as practicable and in any event on or prior to 45 days after such Shelf Filing Event occurs (but in no event prior to 135 days following the Corporation receives written notice date of a request for a Shelf Registration, the Corporation shall file with original issuance of the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”notes). The Corporation Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall use its their respective reasonable best efforts (x) to cause any the Initial Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable on or prior to the 90th day after the initial filing of such Shelf Registration Statement, Filing Event occurs and once effective, (y) to keep the Corporation shall cause such Initial Shelf Registration Statement to remain continuously effective under the Securities Act for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of date which is two years from the date it becomes effective (A) or one year if the third anniversary of the initial effective date of such Initial Shelf Registration StatementStatement is filed at the request of an Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (Bthe "EFFECTIVENESS PERIOD"), or such shorter period ending when (i) the date on which all Registrable Securities Notes covered by such the Initial Shelf Registration Statement have been sold pursuant to in the Shelf Registration Statement, manner set forth and (C) as contemplated in the date as of which there are no longer any Registrable Securities covered by such Initial Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare or (ii) a Subsequent Shelf Registration Statement with respect to covering all of the Registrable Securities owned Notes covered by or issuable to and not sold under the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Initial Shelf Registration Statement to be filed and maintained with or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities and Exchange Commission as soon as practicable after the later to occur of Act; PROVIDED, HOWEVER, that (i) the expiration Effectiveness Period in respect of the Holdback Period Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Corporation becoming eligible to file a Company may suspend the effectiveness of the Initial Shelf Registration Statement for by written notice to the Holders solely as a Short-Form Registration; provided that any result of the Original LLC Owners may, filing of a post-effective amendment to the Initial Shelf Registration Statement to incorporate annual audited financial information with respect to itself, instruct the Corporation in writing Company where such post-effective amendment is not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners yet effective and needs to be named as a selling securityholder in such Shelf Registration Statement, declared effective to permit holders to use the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementrelated Prospectus.

Shelf Registration Statement. At any time The Company has prepared and from time filed with the SEC in accordance with the provisions of the Securities Act the Shelf Registration Statement. The Shelf Registration Statement was declared effective by order of the SEC on February 13, 2015 and will expire on February 13, 2018 (the “Expiration Date”). The Shelf Registration Statement is effective pursuant to time when the Securities Act and available for the issuance of the Purchase Shares thereunder until the Expiration Date, and the Company is eligible has not received any written notice that the SEC has issued or intends to utilize issue a Shelf Registration, subject stop order or other similar order with respect to the availability Shelf Registration Statement or the Prospectus or that the SEC otherwise has (i) suspended or withdrawn the effectiveness of required financial informationthe Shelf Registration Statement or (ii) issued any order preventing or suspending the use of the Prospectus or any Prospectus Supplement, as promptly as practicable after in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Corporation receives written notice Prospectus permits the issuance of the Purchase Shares hereunder. At the time the Shelf Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Shelf Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain any untrue statement of a request for a Shelf Registrationmaterial fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Base Prospectus and any Prospectus Supplement thereto, at the Corporation shall file time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects with the requirements of the Securities Act and Exchange Commission did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Company meets all of the requirements for the use of a registration statement under on Form S-3 pursuant to the Securities Act for the Shelf Registration (a “Shelf Registration Statement”)offering and sale of the Purchase Shares contemplated by this Agreement prior to the Expiration Date. The Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effectiveas of its effective date, meets the Corporation shall cause such requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Shelf Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to remain continuously effective for such time period any of the Purchase Shares, the Company was not and is not an Ineligible Issuer (as is specified defined in Rule 405 of the request Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Purchase Shares, and, until the Investor does not hold any of the Purchase Shares, shall not distribute any offering material in connection with the offering and sale of any of the Purchase Shares, to or by the HoldersInvestor, but for no time period longer in each case, other than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existenceor any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. Without limiting The Company has not made, and agrees that unless it obtains the generality prior written consent of the foregoingInvestor it will not make, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable an offer relating to the Original LLC Owners Purchase Shares that could constitute a “free writing prospectus” as defined in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, as amended from time to timeincluding in respect of timely filing with the SEC, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementlegending and record keeping.

Shelf Registration Statement. At any time and from time to time when If (i) the Company Issuer, upon advice of its outside counsel, determines that the Exchange Offer Registration provided for in Section 22(a) above is eligible to utilize a Shelf Registration, subject to the availability of required financial information, not available or may not be completed as promptly soon as practicable after the Corporation receives written notice Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed on or prior to the date specified therefor in Section 22(a), or (iii) any Holder notifies the Issuer prior to the 20th Business Day following the Exchange Date that it (x) is prohibited by law or the applicable interpretations of the Staff from participating in the Exchange Offer, (y) may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a request Prospectus and the Prospectus included in the Exchange Offer Registration Statement is not appropriate or available for such resales, or (z) is a broker-dealer and owns Securities acquired directly from the Issuer or an Affiliate of the Issuer, the Issuer and the Guarantors shall use their respective commercially reasonable efforts to cause to be filed as soon as practicable after such determination or notification, as the case may be, a Shelf RegistrationRegistration Statement providing for the resale of all the Transfer Restricted Securities by the Holders thereof and to have such Shelf Registration Statement declared effective by the SEC. If the Issuer and the Guarantors are required to file a Shelf Registration Statement pursuant to Section 22(b), the Corporation Issuer and the Guarantors shall use their respective commercially reasonable efforts to file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises (a the “Shelf Registration StatementFiling Date”). The Corporation shall use its reasonable best efforts ) and to cause any the Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable by the SEC on or prior to the 90th day after the initial filing of such Shelf Registration Statement, and once effective, date on which the Corporation shall cause such Shelf Registration Statement is filed. The Issuer and the Guarantors agree to remain use their respective commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on until the earliest of (Ai) the third anniversary of time the initial effective date of such Securities covered by the Shelf Registration StatementStatement can be sold pursuant to Rule 144 under the Securities Act without any limitations under clauses (c), (Be), (f) and (h) of Rule 144, (ii) two years from the Closing Date and (iii) the date on which all Registrable Securities registered thereunder have been disposed of in accordance therewith (the “Shelf Effectiveness Period”). The Issuer and the Guarantors shall be deemed not to have used their respective commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities during the Shelf Effectiveness Period, unless (i) such action is required by applicable law, (ii) the Issuer and the Guarantors comply with this Agreement or (iii) such action is taken by the Issuer in good faith and for valid business reasons (not including avoidance of the Issuer’s and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of Section 23(i), if applicable. The Issuer and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuer for such Shelf Registration Statement have been or by the Securities Act or by any other rules and regulations thereunder for shelf registrations or if reasonably requested by a Holder of Transfer Restricted Securities with respect to information relating to such Holder, and to use their respective commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Issuer and the Guarantors agree to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment promptly after its being filed with (in the case of a supplement) or declared effective by (in the case of an amendment) the SEC. Each Holder participating in such Shelf Registration Statement shall notify the Issuer promptly of any sale of Securities by it. The Issuer may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Issuer such information regarding the Holder and the distribution of the Securities as the Issuer may from time to time reasonably require for inclusion in the Shelf Registration Statement, including requiring the Holder to properly complete and (C) execute such selling Security Holder notice and questionnaires, and any amendments or supplements thereto, as the date as Issuer may reasonably deem necessary or appropriate, and the Issuer may exclude from such registration the Securities of which there are no longer any Registrable Securities covered by Holder that fails to furnish such information within a reasonable time after receiving such request. Notwithstanding any other provisions of this Agreement to the contrary, the Issuer shall cause the Shelf Registration Statement in existence. Without limiting and the generality related Prospectus and any amendment or supplement thereto, as of the foregoingits respective effective date, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) to comply in all material respects with the expiration applicable requirements of the Holdback Period Securities Act and the rules and regulations of the SEC and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by contain any untrue statement of a material fact or issuable omit to such Holder. In order for any of the Original LLC Owners to be named as state a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is material fact required to be included stated therein or necessary to make the statements made therein, in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent light of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does circumstances under which they were made, not require a supplement to the Shelf Registration Statementmisleading.

Shelf Registration Statement. At any time (a) From and from time after the expiration of the Restricted Period, subject to time when the Company is eligible to utilize a Shelf Registrationterms and conditions hereof, and further subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement on Form S-3 or any successor form thereto (“Form S-3”) to the Company, any of the Demand Shareholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act for (the Shelf Registration (a “Shelf Registration Statement”). The Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant relating to the Shelf Registration Statementoffer and sale, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, of an amount of Registrable Securities then held by such Demand Shareholders that equals or any similar successor rule theretois greater than the Registrable Amount. Notwithstanding anything the foregoing, to the contrary extent that upon the expiration of the Restricted Period the Company is a well-known seasoned issuer (as defined in Section 2(g)(iiRule 405 under the Securities Act), any Holder a Shelf Notice shall not be required and the Company shall file, in order that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such is effective upon the expiration of the Restricted Period, the Shelf Registration Statement without in the consent form of an automatic shelf registration statement (as defined in Rule 405 under the Holders representing a majority of the Securities Act) or any successor form thereto registering all Registrable Securities or any other Holder if then held by such resale does not require Demand Shareholders. In lieu of filing a supplement Shelf Registration Statement following the delivery of a Shelf Notice pursuant to this Section 5.3(a), the Company may, at its option, elect to satisfy its obligations under this Section 5.3(a) by registering such Registrable Securities on the Shelf Registration StatementStatement contemplated by Section 5.7 of the Merger Agreement in connection with the Closing, it being understood that, notwithstanding any such election by the Company or anything herein to the contrary, no Demand Shareholder shall be entitled to deliver a Take-Down Notice until the expiration of the Restricted Period, and the Transfer restrictions contained in Article II shall continue to apply in all respects in accordance with their terms.

Shelf Registration Statement. At any time and from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as (a) As promptly as practicable after following the Corporation receives written notice of a request for a Shelf RegistrationClosing Date, the Corporation Cendant shall use its reasonable efforts to file with the Securities and Exchange Commission cause to be effective a registration statement on Form S-3 (or other form of registration statement if Form S-3 is not available) for an offering of all of the Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act for (the Shelf Registration (a “"Shelf Registration Statement”). The Corporation ") and thereafter shall use its reasonable best efforts to cause any keep the Shelf Registration Statement to be declared effective under and usable for the resale of Registrable Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) until the date on which all Registrable Securities covered by such Shelf Registration Statement so registered have been sold pursuant to the Shelf Registration StatementStatement (such date being referred to as the "Effectiveness Termination Date"). In the event that Purchaser delivers the Additional Cendant Shares pursuant to the Stock Purchase Agreement following the Closing Date, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation Cendant shall use its reasonable best efforts to prepare a amend the Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such new Shelf Registration Statement, the Corporation may require such Holder to deliver if required, in which case all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement references herein to the Shelf Registration Statement shall include such new Shelf Registration Statement) as promptly as practicable following the delivery of such Additional Cendant Shares to include such shares, unless such Additional Cendant Shares were already included in the initial Shelf Registration Statement (it being understood and agreed that Cendant may, at its option, include in the initial Shelf Registration Statement an estimated number of Additional Cendant Shares that may be issuable pursuant to the Stock Purchase Agreement).

Shelf Registration Statement. At any time and from time The Company will: (A) use its best efforts to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the SEC a Registration Statement (which filing may be a confidential filing) for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (the "Shelf Registration Statement"), within 60 days of the earliest to occur of clauses (i) through (v) in Section 2(c) above and Exchange Commission a registration statement under the Securities Act for (B) use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the SEC on or prior to the 180th day after such obligation arises. No Holder shall be entitled to the benefits of Section 4 of this Agreement unless and until such Holder shall have provided all information reasonably requested by the Company (after conferring with counsel), and such Holder shall not be entitled to such benefits with respect to any period during which such information was not provided. Each Holder to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading; provided, further, that if the Company files a “Shelf Registration Statement pursuant to this Section 3(a), it need not abandon the attempt to cause the SEC to declare the Exchange Offer Registration Statement effective, and it may satisfy its obligations to register the Securities pursuant to this Agreement either by complying with Section 2 and/or Section 3. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings), or may be an amendment to the Exchange Offer Registration Statement. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement”). The Corporation Company shall use its reasonable best efforts to cause any keep the Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once continuously effective, supplemented and amended to ensure that it is available for resales of Securities by the Corporation shall cause holders of Transfer Restricted Securities entitled to this benefit and to ensure that such Shelf Registration Statement conforms and continues to remain continuously effective for such conform with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC, as announced from time period as is specified in to time, until the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third second anniversary of the initial effective date Issuance Date, subject to extension pursuant to the last paragraph of Section 5 hereof (the "Effectiveness Period"), or such Shelf Registration Statement, (B) the date on which shorter period ending when all Registrable Transfer Restricted Securities covered by such the Shelf Registration Statement have been sold pursuant to in the manner set forth and as contemplated in the Shelf Registration Statement, and (C) Statement or when the date as of which there are no longer any Registrable Transfer Restricted Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts become eligible for resale pursuant to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated Rule 144 under the Securities ActAct without volume restrictions, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementany.

Shelf Registration Statement. At any time and from time to time when (a) As soon as practicable but no later than sixty (60) Business Days after the later of (x) the first anniversary of the date hereof or (y) the first date upon which the Company is eligible to utilize a Shelf Registration, subject to shall have qualified for the availability of required financial information, as promptly as practicable after the Corporation receives written notice use of a request for a Shelf RegistrationRegistration Statement on Form S-3 or any other form which permits incorporation of substantial information by reference to other documents filed by the Company with the Commission (the “Filing Date”), the Corporation Company shall prepare and file with (or confidentially submit to) the Securities and Exchange Commission a shelf registration statement under Rule 415 of the Securities Act for the Shelf Registration (such registration statement, a “Shelf Registration Statement”). The Corporation ) covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis (and which may also cover any other securities of the Company) and shall use its commercially reasonable best efforts to cause any have such Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing thereof and no later than the earlier of such Shelf (x) the 60th calendar day (or 80th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the Filing Date and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, and once effective, whichever is earlier) by the Corporation shall cause such Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement to remain continuously effective shall provide for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary resale of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such included therein pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the Shelf Registration Statement have been sold pursuant in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to the keep a Shelf Registration StatementStatement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and (C) in compliance with the date provisions of the Securities Act until such time as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementSecurities.

Shelf Registration Statement. At any time and from time (a) The Company agrees to time when file with the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, SEC as promptly soon as reasonably practicable after the Corporation receives written notice Closing Date, but in no event later than the Filing Date a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a request for a Shelf Registrationcontinuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the Corporation "Shelf Registration Statement"). The Shelf Registration Statement shall file with be on Form S-3 under the Securities and Exchange Commission a registration statement Act, on Form S-1 under the Securities Act should the Company be ineligible to use Form S-3 or on another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to two underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration (a “Shelf Registration Statement”). The Corporation Company shall use its reasonable best efforts to cause any the Shelf Registration Statement to be declared effective under pursuant to the Securities Act as soon as reasonably practicable after following the initial filing of such Shelf Registration Statement, thereof and once effective, to keep the Corporation shall cause such Shelf Registration Statement to remain continuously effective under the Securities Act for such time period as is specified in two years after the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective latest date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as original issuance of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners mayNotes (subject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), with respect to itself, instruct the Corporation in writing not to include in or such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners shorter period ending when there cease to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the any Transfer Restricted Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementoutstanding.

Shelf Registration Statement. At any time The Company has prepared and from time to time when filed the Company is eligible to utilize a Shelf Registration, subject to Registration Statement with the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on May 1, 2019. The Shelf Registration Statement is effective pursuant to the Securities Act and Exchange Commission available for the issuance of the Securities thereunder, and the Company has not received any written notice that the SEC has issued or intends to issue a stop order or other similar order with respect to the Shelf Registration Statement or the Prospectus or that the SEC otherwise has (i) suspended or withdrawn the effectiveness of the Shelf Registration Statement or (ii) issued any order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or, to the knowledge of the Company, has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any amendments thereto became effective, at the Execution Date and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Shelf Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Base Prospectus and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Company meets all of the requirements for the use of a registration statement under on Form S-3 pursuant to the Securities Act in reliance on General Instruction I.B.1 of Form S-3 for the offering and sale of the Securities contemplated by this Agreement, and the SEC has not notified the Company of any objection to the use of the form of the Shelf Registration (a “Shelf Registration Statement”)Statement pursuant to Rule 401(g)(1) of the Securities Act. The Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effectiveas of its effective date, meets in all material respects the Corporation shall cause such requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Shelf Registration Statement to remain continuously effective for such time period as is specified that the Company or another participant in the request transactions contemplated hereby made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Execution Date the Company is, not an “Ineligible Issuer” (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not hold any of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or by the HoldersInvestor, but for no time period longer in each case, other than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Shelf Registration Statement, Transaction Documents. The Company has not made and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable not make an offer relating to the Original LLC Owners Securities that would constitute a “free writing prospectus” as defined in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated Rule 405 under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registration Statement. At any time The Partnership and from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation Guarantors shall file with the Securities and Exchange Commission a registration statement under Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering (i) all of the Registrable Securities Act not exchanged in the Exchange Offer, (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes of the Notes for which Section 2(c)(ii)(D) applies (the Shelf Registration (a “Shelf Registration Statement”). The Corporation Partnership and the Guarantors shall use its their respective reasonable best efforts to file with the Commission the Shelf Registration Statement as soon as practicable and in any event on or prior to the 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (but not including any underwritten offerings). The Partnership and the Guarantors shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement. The Partnership and the Guarantors shall use their respective reasonable efforts to cause any the Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable on or prior to the date that is 180 days after delivery of the initial filing of such Shelf Registration Statement, Notice and once effective, to keep the Corporation shall cause such Shelf Registration Statement to remain continuously effective for under the Securities Act until the date that is two years from the Closing Date (or such time shorter restrictive period as is specified in the request by the Holders, but for no time period longer than the may be required pursuant to Rule 144(k)) or such shorter period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which when all Registrable Securities covered by such the Shelf Registration Statement have been sold pursuant to in the manner set forth and as contemplated in the Shelf Registration StatementStatement or cease to be outstanding (the “Effectiveness Period”); provided, and (C) however, that the date as Effectiveness Period in respect of which there are no longer any Registrable Securities covered by such the Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable be extended to the Original LLC Owners in accordance extent required to permit dealers to comply with the terms applicable prospectus delivery requirements of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated Rule 174 under the Securities Act, Act and as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementotherwise provided herein.

Shelf Registration Statement. At any time (a) The Company agrees to use commercially reasonable efforts to submit to or file with the SEC within thirty (30) days after the Closing Date a registration statement on Form S-1 or such other form of registration statement as is then available to effect a registration under the Securities Act permitting the offer and resale of Registrable Securities from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement under Rule 415 under the Securities Act for (the Shelf Registration (a “Shelf Registration Statement”). The Corporation ) and shall use its commercially reasonable best efforts to cause any the Shelf Registration Statement to be declared effective under by the Securities Act SEC as soon as practicable after the initial filing thereof but no later than the earlier of (a) the 90th calendar day (or 120th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Closing and (b) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. A Registration Statement filed pursuant to this Section 3.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, any Holder pursuant to its review of such Shelf Registration Statement, and once effective, the Corporation Statement under Section 7.1(k) of this Agreement. The Company shall cause use its commercially reasonable efforts to effect any such Shelf Registration Statement and to remain keep it continuously effective for until such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities the securities covered by such Shelf Registration Statement have been sold pursuant are no longer Registrable Securities. During the period that the Shelf Registration Statement is effective, the Company shall supplement or make amendments to the Shelf Registration Statement, and (C) Statement to the date as of which there are no longer any Registrable Securities covered by extent necessary to ensure that such Shelf Registration Statement in existence. Without limiting the generality of the foregoingis available or, the Corporation shall use its reasonable best efforts to prepare a if not available, that another Shelf Registration Statement with respect to is available, for the resale of all of the Registrable Securities owned held by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or Holders until all such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement have ceased to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementSecurities.

Shelf Registration Statement. At any time and from time to time when the The Company is eligible to utilize represents that it filed on January 13, 2015 a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a shelf registration statement under the Securities Act for the Shelf Registration on Form F-3 (a “Shelf Registration Statement”) (which is an Automatic Shelf Registration Statement), registering the resale by the holders of Registrable Securities (the “Securityholders”), including the IFC Parties, of all issued and outstanding Registrable Securities, including in the form of ADRs, with the SEC, in accordance with and pursuant to Rule 415 promulgated under the Securities Act. The Company acknowledges that prior to the Effective Date, each Securityholder has furnished to the Company in writing such information with respect to such Securityholder as has been reasonably requested by the Company for the purpose of including such Securityholder’s Registrable Securities in the Prospectus that forms part of the Shelf Registration Statement (the “Selling Holder Information”). The Corporation Company represents that it has included in the Prospectus that forms part of the Shelf Registration Statement the Selling Holder Information received, to the extent necessary and in a manner so that, upon filing of a Prospectus Supplement as provided below, or promptly thereafter, each such Securityholder shall be named, to the extent required by the rules promulgated under the Securities Act by the SEC, as a selling Securityholder and be permitted to deliver (or be deemed to deliver) a Prospectus to purchasers of the Registrable Securities in accordance with Applicable Law. If any Registrable Securities remain issued and outstanding after three years following the initial effective date of a Shelf Registration Statement (the “Initial Shelf Effective Date”), the Company shall file prior to the expiration of such three year period a new Shelf Registration Statement covering all Registrable Securities that remain issued and outstanding, including in the form of ADRs, and, unless such new Shelf Registration Statement is an Automatic Shelf Registration Statement, shall thereafter use its commercially reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the initial filing of such new Shelf Registration Statement, and once effective, the Corporation . The Company shall use its commercially reasonable efforts to cause such each Shelf Registration Statement to remain continuously effective for such time period as is specified in until the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur earlier of (i) the expiration of the Holdback Period date that a subsequent Shelf Registration Statement becomes effective, and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided date that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the no Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementare issued and outstanding.

Shelf Registration Statement. At 1.1 No later than 10 Business Days after the later of (i) consummation of the Merger and (ii) the availability of all financial statements (including any time financial statements required by Rule 3-05 of Regulation S-X and from time any pro forma financial statements required pursuant to time when Article 11 of Regulation S-X) required by the Securities Act (including the rules and regulations of the SEC promulgated thereunder) to be included or incorporated by reference a Registration Statement filed under the Securities Act, if the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registrationthen still eligible, the Corporation Company shall file with the Securities and Exchange Commission (the “Commission”) a registration statement under the Securities Act for the Shelf Registration Statement (a as may be amended from time to time, the “Shelf Registration StatementInitial Shelf”). The Corporation Company shall use reasonable best efforts to prepare or cause to be prepared any and all financial statements required for the Initial Shelf as expeditiously as practicable. The Initial Shelf shall be on Form S-3 unless the Company is not then eligible to use Form S-3 in which case (i) the Initial Shelf shall be on Form S-1 and (ii) the reference to 10 Business Days in the first sentence of the Section 1.1 shall be deemed to be 20 Business Days. The Initial Shelf shall include all of the Registrable Securities of each Stockholder who shall have timely requested inclusion therein of some or all of its Registrable Securities by written notice to the Company. The Company shall use its reasonable best efforts to cause any have the Initial Shelf Registration Statement to be declared effective under by the Securities Act Commission as soon as reasonably practicable after the initial filing of such Company files the Initial Shelf. If the Initial Shelf Registration Statementis on Form S-1, the Company shall use reasonable best efforts to keep the Initial Shelf continuously effective, and once effectivenot subject to any stop order, injunction or other similar order or requirement of the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in Commission, until the request by the Holders, but for no time period longer than the period ending on the earliest earlier of (Aa) the third anniversary of date on which the initial Replacement S-3 Shelf (as defined below) is effective date of such Shelf Registration Statement, and (Bb) the date on which all Registrable Securities covered by the Initial Shelf shall cease to be Registrable Securities (such earlier date, the “Initial S-1 Shelf Registration Statement have been sold pursuant Expiration Date”). If the Initial Shelf is on Form S-1, then until the Initial S-1 Shelf Expiration Date, the Company will file any supplements or post-effective amendments required to be filed by applicable law so that (a) the Initial Shelf does not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading and (b) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 4. If the Initial Shelf Registration Statementis on Form S-3 the Company shall use reasonable best efforts to keep the Initial Shelf continuously effective, and (C) not subject to any stop order, injunction or other similar order or requirement of the Commission, until the date as of on which there are no longer any all Registrable Securities covered by such the Initial Shelf shall cease to be Registrable Securities. If the Initial Shelf is on Form S-1, upon the Company becoming eligible to register the Registrable Securities for resale by the Stockholders on Form S-3, the Company shall use reasonable best efforts to amend the Initial Shelf to a Shelf Registration Statement on Form S-3 or file a Shelf Registration Statement on Form S-3 in existence. Without limiting the generality substitution of the foregoingInitial Shelf (the “Replacement S-3 Shelf”) and cause the Replacement S-3 Shelf to be declared effective as soon as reasonably practicable thereafter. After the Replacement S-3 Shelf becomes effective, the Corporation Company shall use its reasonable best efforts to prepare a keep the Replacement S-3 Shelf Registration Statement with respect continuously effective, and not subject to all any stop order, injunction or other similar order or requirement of the Commission, until the date that all Registrable Securities owned covered by or issuable the Replacement S-3 Shelf shall cease to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of be Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to (such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statementdate, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such “Replacement S-3 Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(iiExpiration Date”), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registration Statement. At any time and from time (a) The Company agrees to time when file with the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, SEC as promptly soon as reasonably practicable after the Corporation receives written notice Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a request for a Shelf Registrationcontinuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Transfer Restricted Securities being sold. The Corporation Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use its all reasonable best efforts to cause any each Shelf Registration Statement to be declared effective under pursuant to the Securities Act as soon as reasonably practicable after following the initial filing of such Shelf Registration Statementthereof, and once effective, the Corporation shall cause such to keep each Shelf Registration Statement to remain continuously effective under the Securities Act for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) two years after the date on which all Registrable of the Notes (including any Additional Notes) are sold by the Company to the Initial Purchasers (including any New Holders) (the “Effectiveness Period”), or such shorter period ending when there cease to be any Transfer Restricted Securities covered by such outstanding. No later than the second Business Day after each Shelf Registration Statement have been sold becomes effective, the Company shall file with the SEC the Prospectus included therein pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration StatementRule 424.

Shelf Registration Statement. At any time and from time (a) The Company agrees to time when file with the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, SEC as promptly soon as reasonably practicable after the Corporation receives written notice Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a request for a Shelf Registrationcontinuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the Corporation "SHELF REGISTRATION STATEMENT"). Each Shelf Registration Statement shall file with the Securities and Exchange Commission a registration statement be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Shelf Registration (Holders in the manner or manners reasonably designated by Holders of a “majority in interest of Transfer Restricted Securities being sold. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement”). The Corporation Company shall use its reasonable best efforts to cause any each Shelf Registration Statement to be declared effective under pursuant to the Securities Act as soon as reasonably practicable after following the initial filing of such Shelf Registration Statement, thereof and once effective, the Corporation shall cause to use all reasonable efforts to keep such Shelf Registration Statement to remain continuously effective under the Securities Act, subject to Section 2(d) hereof, for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) two years after the date on which all Registrable of the Transfer Restricted Securities covered by such Shelf Registration Statement have been are sold to the Initial Purchasers (including those sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable option granted to the Original LLC Owners Initial Purchasers in accordance with the terms of Purchase Agreement) (the LLC Agreement ("EFFECTIVENESS PERIOD"), or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement shorter period ending when there cease to be filed and maintained with the any Transfer Restricted Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementoutstanding.

Shelf Registration Statement. At any time The Partnership and from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation Guarantors shall file with the Securities and Exchange Commission a registration statement under Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering (i) all of the Registrable Securities Act not exchanged in the Exchange Offer, (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes of the Notes for which Section 2(c)(ii)(D) applies (the "Shelf Registration Statement"). The Partnership and the Guarantors shall use their respective reasonable efforts to file with the Commission the Shelf Registration Statement as soon as practicable and in any event on or prior to the 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (a “but not including any underwritten offerings). The Partnership and the Guarantors shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement”). The Corporation Partnership and the Guarantors shall use its their respective reasonable best efforts to cause any the Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable on or prior to the date that is 180 days after delivery of the initial filing of such Shelf Registration Statement, Notice and once effective, to keep the Corporation shall cause such Shelf Registration Statement to remain continuously effective for under the Securities Act until the date that is two years from the Closing Date (or such time shorter restrictive period as is specified in the request by the Holders, but for no time period longer than the may be required pursuant to Rule 144(k)) or such shorter period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which when all Registrable Securities covered by such the Shelf Registration Statement have been sold pursuant to in the manner set forth and as contemplated in the Shelf Registration StatementStatement or cease to be outstanding (the "Effectiveness Period"); provided, and (C) however, that the date as Effectiveness Period in respect of which there are no longer any Registrable Securities covered by such the Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable be extended to the Original LLC Owners in accordance extent required to permit dealers to comply with the terms applicable prospectus delivery requirements of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated Rule 174 under the Securities Act, Act and as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementotherwise provided herein.

Shelf Registration Statement. At any time and from time to time when the Company is eligible to utilize a Shelf Registration, subject On or prior to the availability of required financial informationInitial Date (as defined below), as promptly as practicable after the Corporation receives written notice of Ultra shall file a request Registration Statement for a Shelf Registration, Registration on Form S-1 covering the Corporation shall file with resale of all Registrable Securities on a delayed or continuous basis (the Securities and Exchange Commission a registration statement “Form S-1 Shelf”). In the event that Ultra becomes eligible to use Form S-3 under the Securities Act for after twelve (12) calendar months following the Closing Date, Ultra shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Shelf Registration on Form S-3 (a “Form S-3 Shelf” and together with the Form S-1 Shelf, the “Shelf Registration Statement”)) or, if such conversion is not permitted, shall file a new Registration Statement that is a Form S-3 Shelf. The Corporation Subject to the terms of this Agreement, including any applicable Blackout Period, Ultra shall respond to any comments from the SEC as promptly as practicable and use its commercially reasonable best efforts to cause any the Shelf Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the initial filing of such Shelf Registration Statement, thereof and once effective, the Corporation shall cause use its commercially reasonable efforts to keep such Shelf Registration Statement to remain continuously effective for such time period as is specified in under the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) Securities Act until the date on which that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities (the period during which Ultra shall use its commercially reasonable efforts to keep the Shelf Registration Statement have been sold pursuant to continuously effective under the Securities Act in accordance with this Section 2.1 the “Shelf Period”). Ultra shall notify the holders of Registrable Securities named in the Shelf Registration Statement, and (C) Statement via facsimile or by email of the date as effectiveness of which there are no longer any Registrable Securities covered a Form S-1 Shelf promptly once Ultra confirms effectiveness with the SEC. Ultra shall file a final Prospectus with the SEC to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement in existence. Without limiting the generality shall provide for all permitted means of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number disposition of Registrable Securities specified requested in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable lawtherein by Sponsor including, including Item 507 of Regulation S-K promulgated under without limitation, Underwritten Offerings, agented transactions, sales directly into the Securities Actmarket, as amended from time to time, purchases or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as sales by brokers and sales not involving a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementpublic offering.

Shelf Registration Statement. At any time and from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as As promptly as practicable after the Corporation receives written notice execution of a request for a Shelf Registrationthis Agreement, the Corporation Company shall prepare and file with the Securities and Exchange Commission SEC a registration statement under Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act for registering the Shelf Registration resale from time to time by the Holders of all of the Registrable Securities (a the “Shelf Registration Statement”). The Corporation Shelf Registration Statement shall be on Form S-3, unless the Company is ineligible to use such form, in which case the Shelf Registration Statement shall be on another appropriate form, in any case permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution set forth in the Shelf Registration Statement (such methods of distribution to include underwritten offerings and other methods designated in writing by the Holders pursuant to Section 3(d)). The Lazard Parties shall be afforded a reasonable opportunity to review and comment on the draft of the Shelf Registration Statement and any amendment thereto prior to the Company filing it with the SEC, and the Company shall consider in good faith the comments of the Lazard Parties and its reasonable best efforts to representatives in the preparation of the Shelf Registration Statement and any such amendment. The Company shall cause any the Shelf Registration Statement to be declared comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. The Company shall use all reasonable efforts to cause the Shelf Registration Statement to become effective as promptly as practicable and before the Closing Date. The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement (subject to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on Section 3(a)(v)) until the earliest of (Ax) the first day after the first anniversary of the Closing Date upon which the Lazard Parties and the Lazard Subsidiaries collectively own less than 1,000,000 shares of the Common Stock issued to Prometheus in the Merger, (y) the third anniversary of the initial effective date of such Shelf Registration Statement, Closing Date and (Bz) the date on which sale of all of the Registrable Securities covered by such included in the Shelf Registration Statement have been sold other than to Permitted Transferees (the “Shelf Effectiveness Period”). Each Holder agrees that if such Holder wishes to sell Registrable Securities pursuant to the Shelf Registration StatementStatement and related Prospectus, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners it will do so only in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in this Section 2(g)(ii3(a), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registration Statement. At any time (a) Parent shall, on the terms and from time to time when the Company is eligible to utilize a Shelf Registrationconditions hereinafter provided, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Corporation shall use its reasonable best efforts to cause any to be filed a Shelf Registration Statement no later than the date which is 90 days after the date hereof (the “Filing Deadline”), and thereafter proceed to use its best efforts to cause such Shelf Registration Statement to be declared effective under by the Securities Act as soon as practicable Commission no later than 180 days after the initial filing of such Shelf Registration Statement, and once effective, the Corporation shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of date hereof (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which the Shelf Registration Statement is so declared effective by the Commission, the “Effectiveness Date”). Subject to the terms of this Agreement, Parent agrees to prepare and file with the Commission such amendment and supplement to the Shelf Registration Statement and the prospectus used in connection therewith and otherwise use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective from the Effectiveness Date until the earlier of (i) the first date that all Registrable Securities Stock covered by such the Shelf Registration Statement have been sold pursuant to or may be sold in a 3 month period under Rule 144(k); or (ii) five (5) years from the date the Shelf Registration StatementStatement has been declared effective by the Commission; provided, that such five-year period shall be extended to the extent of any Blockage Period hereunder and shall be tolled during any period during which a Default, Delay or postponement under Section 2.2 is continuing. At least five (C5) Business Days prior to the date as of which there are no longer any Registrable Securities covered by such filing, the Shelf Registration Statement in existence. Without limiting the generality of the foregoing(and each amendment thereto, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable as well any supplement to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect prospectus contained therein) shall be provided to the Registrable Securities owned by Purchasers’ legal counsel prior to its filing with or issuable other submission to the Commission and such Holder) legal counsel shall have a reasonable opportunity to enable review and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in comment on such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

Shelf Registration Statement. At any time and from time (a) The Company agrees to time when file with the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, SEC as promptly soon as reasonably practicable after the Corporation receives written notice Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a request for a Shelf Registrationcontinuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the Corporation "Shelf Registration Statement"). Each Shelf Registration Statement shall file with the Securities and Exchange Commission a registration statement be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Shelf Registration (Holders in the manner or manners reasonably designated by Holders of a “majority in interest of Transfer Restricted Securities being sold. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement”). The Corporation Company shall use its all reasonable best efforts to cause any each Shelf Registration Statement to be declared effective under pursuant to the Securities Act as soon as reasonably practicable after following the initial filing of such Shelf Registration Statement, thereof and once effective, the Corporation shall cause such to keep each Shelf Registration Statement to remain continuously effective under the Securities Act for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) two years after the date on which all Registrable of the Transfer Restricted Securities covered by such Shelf Registration Statement have been are sold (including those sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable option granted to the Original LLC Owners Initial Purchasers in accordance with the terms of Purchase Agreement) to the LLC Agreement Initial Purchasers (the "Effectiveness Period"), or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement shorter period ending when there cease to be filed and maintained with the any Transfer Restricted Securities and Exchange Commission as soon as practicable after the later to occur of (i) the expiration of the Holdback Period and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by or issuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementoutstanding.

Shelf Registration Statement. At any time and from time to time when If (i) the Company Issuer, upon advice of its outside counsel, determines that the Exchange Offer Registration provided for in Section 2(a) above is eligible to utilize a Shelf Registration, subject to the availability of required financial information, not available or may not be completed as promptly soon as practicable after the Corporation receives written notice Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed on or prior to the date specified therefor in Section 2(a), or (iii) any Holder notifies the Issuer prior to the 20th Business Day following the Exchange Date that it (x) is prohibited by law or the applicable interpretations of the Staff from participating in the Exchange Offer, (y) may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a request Prospectus and the Prospectus included in the Exchange Offer Registration Statement is not appropriate or available for such resales, or (z) is a broker-dealer and owns Securities acquired directly from the Issuer or an Affiliate of the Issuer, the Issuer and the Guarantors shall use their respective commercially reasonable efforts to cause to be filed as soon as practicable after such determination or notification, as the case may be, a Shelf RegistrationRegistration Statement providing for the resale of all the Transfer Restricted Securities by the Holders thereof and to have such Shelf Registration Statement declared effective by the SEC. If the Issuer and the Guarantors are required to file a Shelf Registration Statement pursuant to Section 2(b), the Corporation Issuer and the Guarantors shall use their respective commercially reasonable efforts to file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration Statement with the SEC on or prior to the 90th day after such filing obligation arises (a the “Shelf Registration StatementFiling Date”). The Corporation shall use its reasonable best efforts ) and to cause any the Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable by the SEC on or prior to the 90th day after the initial filing of such Shelf Registration Statement, and once effective, date on which the Corporation shall cause such Shelf Registration Statement is filed. The Issuer and the Guarantors agree to remain use their respective commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on until the earliest of (Ai) the third anniversary of time the initial effective date of such Securities covered by the Shelf Registration StatementStatement can be sold pursuant to Rule 144 under the Securities Act without any limitations under clauses (c), (Be), (f) and (h) of Rule 144, (ii) two years from the Closing Date and (iii) the date on which all Registrable Securities registered thereunder have been disposed of in accordance therewith (the “Shelf Effectiveness Period”). The Issuer and the Guarantors shall be deemed not to have used their respective commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities during the Shelf Effectiveness Period, unless (i) such action is required by applicable law, (ii) the Issuer and the Guarantors comply with this Agreement or (iii) such action is taken by the Issuer in good faith and for valid business reasons (not including avoidance of the Issuer’s and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of Section 3(i), if applicable. The Issuer and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuer for such Shelf Registration Statement have been or by the Securities Act or by any other rules and regulations thereunder for shelf registrations or if reasonably requested by a Holder of Transfer Restricted Securities with respect to information relating to such Holder, and to use their respective commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Issuer and the Guarantors agree to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment promptly after its being filed with (in the case of a supplement) or declared effective by (in the case of an amendment) the SEC. Each Holder participating in such Shelf Registration Statement shall notify the Issuer promptly of any sale of Securities by it. The Issuer may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Issuer such information regarding the Holder and the distribution of the Securities as the Issuer may from time to time reasonably require for inclusion in the Shelf Registration Statement, including requiring the Holder to properly complete and (C) execute such selling Security Holder notice and questionnaires, and any amendments or supplements thereto, as the date as Issuer may reasonably deem necessary or appropriate, and the Issuer may exclude from such registration the Securities of which there are no longer any Registrable Securities covered by Holder that fails to furnish such information within a reasonable time after receiving such request. Notwithstanding any other provisions of this Agreement to the contrary, the Issuer shall cause the Shelf Registration Statement in existence. Without limiting and the generality related Prospectus and any amendment or supplement thereto, as of the foregoingits respective effective date, the Corporation shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to occur of (i) to comply in all material respects with the expiration applicable requirements of the Holdback Period Securities Act and the rules and regulations of the SEC and (ii) the Corporation becoming eligible to file a Shelf Registration Statement for a Short-Form Registration; provided that any of the Original LLC Owners may, with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement the Registrable Securities owned by contain any untrue statement of a material fact or issuable omit to such Holder. In order for any of the Original LLC Owners to be named as state a selling securityholder in such Shelf Registration Statement, the Corporation may require such Holder to deliver all information about such Holder that is material fact required to be included stated therein or necessary to make the statements made therein, in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent light of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does circumstances under which they were made, not require a supplement to the Shelf Registration Statementmisleading.

Shelf Registration Statement. At any time and from time to time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation The Issuers shall file with the Securities Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Commission a registration statement under Notes as to which Section 2(c)(iv) is applicable, which may be an amendment to the Securities Act for Exchange Offer Registration Statement (the Shelf Registration (a “Initial Shelf Registration Statement”). The Corporation Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall use its their respective reasonable best efforts (x) to cause any the Initial Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable on or prior to the 90th day after the initial filing of Company determines or is notified that such a Shelf Registration Statement, Filing Event has occurred and once effective, (y) to keep the Corporation shall cause such Initial Shelf Registration Statement to remain continuously effective under the Securities Act for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of date which is two years from the date it becomes effective (A) or one year if the third anniversary of the initial effective date of such Initial Shelf Registration StatementStatement is filed at the request of an Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (Bthe “Effectiveness Period”), or such shorter period ending when (i) the date on which all Registrable Securities Notes covered by such the Initial Shelf Registration Statement have been sold pursuant to in the Shelf Registration Statement, manner set forth and (C) as contemplated in the date as of which there are no longer any Registrable Securities covered by such Initial Shelf Registration Statement in existence. Without limiting or cease to be outstanding, (ii) all Registrable Notes are eligible to be sold to the generality of public pursuant to Rule 144(k) under the foregoing, the Corporation shall use its reasonable best efforts to prepare Securities Act or (iii) a Subsequent Shelf Registration Statement with respect to covering all of the Registrable Securities owned Notes covered by or issuable to and not sold under the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Initial Shelf Registration Statement to be filed and maintained with or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities and Exchange Commission as soon as practicable after the later to occur of Act; provided, however, that (i) the expiration Effectiveness Period in respect of the Holdback Period Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Corporation becoming eligible to file a Company may suspend the effectiveness of the Initial Shelf Registration Statement for by written notice to the Holders solely as a Short-Form Registration; provided that any result of the Original LLC Owners may, with respect filing of a post-effective amendment to itself, instruct the Corporation in writing not to include in such Initial Shelf Registration Statement the Registrable Securities owned by or issuable to where such Holder. In order for any of the Original LLC Owners post-effective amendment is not yet effective and needs to be named as a selling securityholder in such Shelf Registration Statement, declared effective to permit holders to use the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statementrelated Prospectus.