Common use of Shelf Registration Clause in Contracts

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the SEC no later than a date (the “Filing Deadline Date”) which is ninety (90) calendar days after the Issue Date (the "Filing Deadline Date, ") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date (the "Effectiveness Deadline Date") that is one-one hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period subject to the rights of the Company under Section 3(i) to create a Deferral Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) 10 Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw under ordinary circumstances, subject to compliance with blue sky laws. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s 's securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company Issuer shall use its reasonable best efforts to prepare and as reasonably promptly as practicable file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, SEC a Registration Statement covering all of the Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of (the Securities Act (a “Shelf Registration” and such Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (, the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Holders and set forth Registrable Securities to be included in the Initial Shelf Registration StatementStatement or any Subsequent Shelf Registration Statement (as defined below). The Company Issuer shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration earliest of (i) the Effectiveness Period. At date that is two years from the time Issue Date, or (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to have been sold in the date ten (10) Business Days prior to such time of effectiveness shall be named manner set forth and as a selling securityholder contemplated in the Initial Shelf Registration Statement and or, if applicable, a Subsequent Shelf Registration Statement (the related Prospectus “Effectiveness Period”); provided, however, that the Effectiveness Period in such a manner as respect of the 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. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 45 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good faith that the filing of any such Holder Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental to deliver the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such Prospectus action is required by applicable law; provided, however, that the Effectiveness Period shall be extended for the number of days of any such Shelf Suspension Period exercised by the Issuer. In the event that the Issuer is required to purchasers file an Initial Shelf Registration Statement solely as a result of the matters referred to in clause 2(c)(ii) hereof, but the Exchange Offer is subsequently completed prior to the sale of all Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled eligible to be named as a selling securityholder in or have the Registrable Securities held by it covered in a sold under such Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none , upon consummation of the Company’s securityholders (other than Exchange Offer the Holders of Registrable Securities) shall Issuer will no longer be required to file, have declared effective or continue the right to include any effectiveness of the Company’s securities in the Initial Shelf Registration StatementStatement pursuant to such clause 2(c)(ii) (without prejudice to its obligations under clause 2(c)(i), (iii), (iv) or (v) hereof).

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “"Filing Deadline Date”") ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one-one hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “"Filing Deadline Date”") ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one-one hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Subject to Section 2.14, the Company shall use its reasonable best efforts to prepare and file or cause not later than fourteen (14) months after the consummation date of the IPO, a “shelf” registration statement with respect to be prepared and filed with the Commission, resale of the Registrable Securities (“Resale Shelf Registration”) by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a the “Resale Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Resale Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Resale Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days Commission as promptly as reasonably practicable after the Issue Date (the “Effectiveness Deadline Date”)filing thereof, and, subject to Sections 2.4(d) and 2.14, to keep the Initial such Resale Shelf Registration Statement (or any Subsequent continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness PeriodStatement are no longer Registrable Securities. At the time the Initial Resale Shelf Registration Statement is declared effective, each Holder that became an Election Holder has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Resale Shelf Registration Statement and the related Prospectus prospectus in such a manner as to permit such Holder to deliver such Prospectus prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled If required by applicable law, subject to be named as a selling securityholder in or have the Registrable Securities held by it covered in a terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement. The , the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right cause any post-effective amendment to include any of the Company’s securities in the such Resale Shelf Registration StatementStatement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days Any time after the Issue DateLock-up Period when the Company is eligible to use a short form registration statement under the Securities Act in connection with a secondary public offering of its equity securities, a Registration Statement for an offering to be made on a delayed or continuous basis the Majority Stockholders may request that the Company register under the Securities Act pursuant to Rule 415 of promulgated under the Securities Act (a “Shelf Registration StatementRegistration”) registering the resale from time to time by Holders thereof sale of all of the Registrable Securities owned by such Stockholders (the “Initial Shelf Registration StatementRegistered Securities”). The Initial Company shall give written notice of such request to all of the Stockholders as promptly as reasonably practicable but in no event later than ten days before the anticipated filing date of the registration statement relating to such Shelf Registration Statement Registration, and such notice shall be on Form S-3 or another appropriate form permitting registration describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities for resale by and any other information that at the time would be appropriate to include in such Holders notice, and offer such Stockholders the opportunity to register the number of Registrable Securities as each such Stockholder may request in accordance with writing to the methods Company, given within ten days after their receipt from the Company of distribution elected by the Holders and set forth in the Initial written notice of such Shelf Registration. The “Plan of Distribution” section of such Shelf Registration Statementshall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, hedging transactions, distributions to stockholders, partners or members of such Stockholders and sales not involving a public offering. The With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Majority Stockholders, file a Registration Statement and (ii) use its commercially reasonable best efforts to cause the Initial Shelf such Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar within 60 days after the Issue Date it receives a request therefor, and remain effective until there are no longer any Shelf Registered Securities. Upon written request made from time to time by holders of a majority of Shelf Registered Securities (the “Effectiveness Deadline DateShelf Requesting Holder”), and which request shall specify the amount of such Shelf Requesting Holder’s Shelf Registered Securities to keep be sold (the Initial “Requested Shelf Registration Statement (or any Subsequent Registered Securities”), the Company shall use its commercially reasonable efforts to cause the sale of such Requested Shelf Registration Statement) continuously effective under the Registered Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial form of a firm commitment underwritten public offering (unless otherwise consented to by the Shelf Registration Statement and Requesting Holder) if the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers anticipated aggregate offering price (calculated based upon the market price of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statementon the date of such written request and including any Registrable Securities subject to any applicable over-allotment option) to the public equals or exceeds $10,000,000.00 (including causing to be produced and filed any necessary Prospectuses or Prospectus supplements with respect to such offering). The Company shall use its reasonable best efforts give written notice of such request to ensure that none all other holders of Shelf Registered Securities no later than two Business Days after the Company receives such request from the Shelf Requesting Holder and, subject to Section 2(g), include in such offering all Shelf Registered Securities as may be requested by such holders of Shelf Registered Securities for inclusion in such offering from whom the Company has received a written request for inclusion therein within two Business Days after receipt of the Company’s securityholders (other than notice. The managing underwriter or underwriters selected for such offering shall be selected by the Holders Shelf Requesting Holder and shall be reasonably acceptable to the Company. Notwithstanding the foregoing, in connection with any offering of Registrable Securities) shall have the right Requested Shelf Registered Securities involving an underwritten public offering that occurs or is scheduled to include any occur within 30 days of a proposed registered underwritten public offering of equity securities for the Company’s securities own account (a “Contemporaneous Company Offering”), the Company shall not be required to cause such offering of Requested Shelf Registered Securities to take the form of an underwritten public offering but shall instead offer the Shelf Requesting Holder the ability to include its Requested Shelf Registered Securities in the Contemporaneous Company Offering. No Shelf Registration Statementpursuant to this paragraph (c) shall be deemed a Demand Registration pursuant to Section 2(a).

Shelf Registration. (ai) The No later than 30 days following the Closing Date, the Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of registration statement under the Securities Act to permit the public resale of all Registrable Securities from time to time as permitted by Rule 415 (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act, on the terms and conditions specified in this Section 2(a)(i) (a “Shelf Registration Statement”). The Shelf Registration Statement filed with the Commission pursuant to this Section 2(a)(i) registering shall be on Form S-3 (or such successor form thereto permitting shelf registration of securities under the resale from time Securities Act), and if the Company becomes a WKSI, the Shelf Registration Statement shall be effected pursuant to time by Holders thereof of all of the Registrable Securities (the “Initial an Automatic Shelf Registration Statement”). The Initial Shelf Registration Statement , which shall be on Form S-3 or another appropriate any equivalent or successor form permitting registration of under the Securities Act (if available to the Company), covering the Registrable Securities, which shall contain a prospectus in such form as to permit any Holder to sell its Registrable Securities for resale by such Holders in accordance with the methods of distribution elected pursuant to Rule 415 (or any successor or similar rule adopted by the Holders and set forth Commission then in effect) under the Initial Shelf Registration StatementSecurities Act at any time beginning on the effective date thereof. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement filed pursuant to this Section 2(a)(i) to become or be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar 90 days after the Issue Date (the “Effectiveness Deadline Closing Date”), and to keep the Initial . The Shelf Registration Statement (shall provide for the resale pursuant to any method or any Subsequent Shelf Registration Statement) continuously effective under combination of methods legally available to, and requested by, the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers Holders of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held covered by it covered in a such Shelf Registration Statement. The During the Effectiveness Period, the Company shall use its reasonable best efforts to cause such Shelf Registration Statement filed pursuant to this Section 2(a)(i) to remain effective, and to be supplemented and amended to the extent necessary to ensure that none such Shelf Registration Statement is available or, if not available, that another registration statement is available for the resale of the Company’s securityholders Registrable Securities until all Registrable Securities have ceased to be Registrable Securities (other than the “Effectiveness Period”). The Shelf Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Shelf Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Company shall provide the Holders of Registrable Securities) shall have the right to include any with written notice of the Company’s securities in effectiveness of the Shelf Registration Statement.

Shelf Registration. (a) The To the extent the Company shall use its reasonable best efforts to prepare and is eligible, KKR may make a written request that the Company file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act shelf registration statement (a “Shelf Registration Statement”) registering pursuant to Rule 415 promulgated under the resale from time Securities Act (a “Shelf Registration”) and undertake any related qualification or compliance, with respect to time by Holders thereof of all or part of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration StatementShares. The Company shall as soon as practicable, use its reasonable best efforts to cause the Initial file such Shelf Registration Statement to be declared effective under the Securities Act by at the date that is oneearliest practicable date, but in any event not later than forty-hundred and eighty five (18045) calendar days after the Issue Date (the “Effectiveness Deadline Date”)Shelf Registration is requested, and use its reasonable best efforts to have such Shelf Registration Statement thereafter become effective with the Commission at the earliest practicable date. The Company agrees to use its reasonable best efforts to keep the Initial Shelf Registration Statement (or any Subsequent continuously effective for the period beginning on the date on which the Shelf Registration Statement) continuously Statement becomes effective under the Securities Act until the expiration earlier to occur of (i) three years thereafter (plus a number of Business Days equal to the Effectiveness Period. At number of Business Days, if any, that the time the Initial Shelf Registration Statement is declared effectivenot kept effective after the initial date of its effectiveness, each Holder that became an Election Holder on or prior subject to applicable law), (ii) the day after the date ten (10) Business Days prior to such time on which all of effectiveness shall be named as a selling securityholder in the Initial Registrable Shares covered by the Shelf Registration Statement has been sold pursuant to the Shelf Registration Statement or another registration statement and (iii) the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder first date on which there shall be entitled cease to be named as a selling securityholder in or have the any Registrable Securities held Shares covered by it covered in a such Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend 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 or by the Securities Act or by any other rules and regulations thereunder for Shelf Registration, and the Company agrees to furnish to KKR copies of any such supplement or amendment promptly after its being issued or filed with the Commission. No registration request pursuant to this Section 2.1(f) shall use its reasonable best efforts to ensure that none be deemed a Registration Demand. If at the time a request for a Shelf Registration is made under this Section 2.1(f), the Company is a “well-known seasoned issuer” (as defined in Rule 405 of the Securities Act), then the Company’s securityholders (other than the Holders of Registrable Securitiesobligation to file a registration statement under this Section 2.1(f) shall have be deemed satisfied if there is a Form F-3 or S-3 on file pursuant to which KKR shall be entitled to dispose of all its Registrable Shares that it has requested to register. Notwithstanding anything to the right contrary herein, at any time that a Shelf Registration Statement registering Registrable Shares shall be effective, KKR shall be permitted to include any effect an unlimited number of the Company’s securities in non-underwritten offerings or non-underwritten shelf-take-downs off the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, SEC a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of covering all of the Registrable Securities (the “Initial Shelf Registration StatementRegistration”)) on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such the Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by the Holders them (excluding Underwritten Offerings) and set forth in the Initial Shelf Registration. The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by on or prior to the date that is one-hundred and eighty (180) calendar days after the Issue Effectiveness Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration date (A) that is two years after the Closing Date, or if later, the date on which the Option Notes were issued, (such period, as it may be shortened pursuant to clauses (i), (ii) or (iii) immediately following, the “Effectiveness Period”), or such shorter period ending when (i) all of the Effectiveness Period. At the time Registrable Securities covered by the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to have been sold in the date ten (10) Business Days prior to such time of effectiveness shall be named manner set forth and as a selling securityholder contemplated in the Initial Shelf Registration Statement and Registration, (ii) the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have date on which all the Registrable Securities (x) held by it covered in Persons who are not affiliates of the Company may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be outstanding, (iii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act or (B) a Subsequent Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none covering all of the Company’s securityholders (other than Registrable Securities has been declared effective under the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration StatementSecurities Act.

Shelf Registration. (a) The Company Issuers shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the SEC no later than a date (the “Filing Deadline Date”) ninety (90) calendar which is 90 days after the Issue Date (the "Filing Deadline Date, ") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Issuers. The Company Issuers shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by no later than the date (the "Effectiveness Deadline Date") that is one-hundred and eighty (180) calendar 180 days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Each Holder that became an Election a Notice Holder on or prior to the date ten (10) 10 Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement became effective shall be named as a selling securityholder security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than laws not generally applicable to all such Holders). No Holder that is not an Election Notwithstanding the foregoing, no Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a by such Shelf Registration StatementStatement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. The Company shall use its reasonable best efforts to ensure that Except as described in the Offering Memorandum, none of the Company’s securityholders Issuers' security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s Issuers' securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the SEC no later than a date (the “Filing Deadline Date”) which is ninety (90) calendar days after the Issue Date (the "Filing Deadline Date, ") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date (the "Effectiveness Deadline Date") that is one-hundred and hundred-and-eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) 5 Business Days prior to such time of effectiveness shall be named as a selling securityholder security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than laws not generally applicable to all such Holders). No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have With the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that exception of Novartis AG, none of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”) ninety (90) calendar that is 120 days after the Issue Date, a Registration Statement registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders Holders, reasonably approved by the Company, and set forth in the Initial Shelf Registration Statement. The Company shall not permit any securities other than the Registrable Securities to be included in any Shelf Registration Statement registering the resale from time to time by Holders thereof of all of the Registrable Securities. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”)) that is 270 days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) that is five Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company Contango shall use its commercially reasonable best efforts to prepare and file or cause to be prepared and filed with an initial Shelf Registration Statement under the Commission, by Securities Act covering all Registrable Securities at such time of filing within 30 days of the date on which the shares of Series C Preferred Stock are first converted into Common Stock (the “Filing Deadline DateDeadline”) ninety (90) calendar days after the Issue Date, ); provided Contango may satisfy such requirement by filing a post-effective amendment to an effective Shelf Registration Statement for an offering to be made on a delayed or continuous basis pursuant include the Registrable Securities and, in such case, references to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”)” in this Agreement shall include any such amendment. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company Contango shall use its commercially reasonable best efforts to cause the Initial such initial Shelf Registration Statement to be declared become effective under on or as soon as practicable after the Securities Act filing thereof and no later than 90 days (or if reviewed by the staff of the Commission, 120 days) from the date that is one-hundred and eighty (180) calendar days after on which the Issue Date shares of Series C Preferred Stock are first converted into Common Stock (the “Effectiveness Deadline DateDeadline”), and . Contango will use its commercially reasonable efforts to keep the Initial cause such initial Shelf Registration Statement (or any Subsequent Shelf Registration Statementfiled pursuant to this Section 2.1(a) to be continuously effective under the Securities Act until the expiration earliest of (1) all Registrable Securities covered by the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder have been distributed in the Initial manner set forth and as contemplated in such Shelf Registration Statement, (2) there are no longer any Registrable Securities outstanding and (3) three years from the Effective Date (the “Effectiveness Period”). A Shelf Registration Statement filed pursuant to this Section 2.1(a) shall be on such appropriate registration form of the Commission as shall be selected by Contango. A Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the related Prospectus Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which a manner statement is made). As soon as to permit practicable following the date that a Shelf Registration Statement becomes effective, but in any event within one Business Day of such Holder to deliver such Prospectus to purchasers date, Contango shall provide the Holders with written notice of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in effectiveness of a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company and the Guarantor shall use its their respective reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, SEC a Registration Statement or Registration Statements for an offering to be made on a delayed or continuous basis pursuant to Rule 415 (or, in the event Rule 415 shall not be available for any of the Registrable Securities Act (a “Shelf Registration Statement”for an offering to be made as permitted under the terms of the Notes and this Agreement, including the offering of the Underlying Shares upon the exchange, repurchase or redemption of the Notes) registering the resale from time to time by Holders thereof of for an offering covering all of the Registrable Securities (the “Initial Shelf Registration StatementRegistration”)) on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for (i) in the case of the Notes constituting Registrable Securities, resale by such Holders Holders, and (ii) in accordance with the methods case of distribution elected Underlying Shares constituting Registrable Securities, (x) the issuance and sale by the Holders and Guarantor, or (y) the resale by Holders, as the case may be, in each case in the manner or manners set forth in such Registration Statement and in Rule 415 (if such rule is available for the Initial Shelf Registration). The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statementor any Subsequent Shelf Registration. The Company and the Guarantor shall use its their respective reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by on or prior to the date that is one-hundred and eighty (180) calendar days after the Issue Effectiveness Date (the “Effectiveness Deadline Date”), and to keep the such Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. To the extent permitted by applicable law and the interpretations of the staff of the SEC, the Initial Registration Statement may be terminated with respect to either the Notes or the Underlying Securities, as the case may be, on the date the Effectiveness Period expires. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten five (105) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the SEC no later than a date (the “Filing Deadline Date”) which is ninety (90) calendar days after the Issue Date (the "Filing Deadline Date, ") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration StatementStatement and shall comply in all material respects with the requirements of Form S-3 or other appropriate form and the requirements of Regulations S-T under the Securities Act. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by no later than the date (the "Effectiveness Deadline Date") that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep keep, subject to Section 3(h) hereof, the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Each Holder that became an Election becomes a Notice Holder on or prior to the date ten (10) Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement becomes effective shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than laws not generally applicable to all such Holders). No Holder that is not an Election a Notice Holder shall be entitled to be named as a selling securityholder in securityholder, or have the Registrable Securities held by it covered covered, in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company and the Guarantors shall use its reasonable best efforts to prepare and promptly file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, SEC a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of covering all of the Registrable Securities (the “Initial Shelf Registration StatementRegistration”). The Company and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by the Holders and set forth in the Initial Shelf Registration Statementthem (including, without limitation, one or more underwritten offerings). The Company and the Guarantors shall use its their respective commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by on or prior to the date that is one-hundred and eighty (180) calendar days after the Issue Effectiveness Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration earliest of (i) the Effectiveness Period. At date that is one year following the time effective date of such Shelf Registration Statement, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to have been sold in the date ten (10) Business Days prior to such time of effectiveness shall be named manner set forth and as a selling securityholder contemplated in the Initial Shelf Registration Statement and or, if applicable, a Subsequent Shelf Registration or (iii) the related Prospectus date upon which all Registrable Securities have been sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in such a manner as respect of the Initial Shelf Registration 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. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company or a similar governing body of any parent company of the Company (each, a “Board”) determines reasonably and in good faith that the filing of any such Holder Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to deliver the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such Prospectus to purchasers of Registrable Securities in accordance with action is required by applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, by the date (the “Filing Deadline Date”"FILING DEADLINE DATE") ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”"SHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”"INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one-one hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and and, to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts Within ninety (90) days of the "Effective Date" of the Plan of Reorganization (as that term is defined in the Plan of Reorganization),or such longer time as may be required to prepare and the necessary financial statements (but in no event more than one hundred eighty (180) days after the Effective Date of the Plan of Reorganization), the Company will file or cause to be prepared and filed with the Commission, by at the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue DateCompany's expense, a Registration Statement for "shelf" registration statement (or statements) on an offering to be made on a delayed or continuous basis appropriate form pursuant to Rule 415 of under the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of covering all of the Registrable Registerable Securities (the “Initial "Shelf Registration Statement”Registration"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause have the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days as promptly as practicable after the Issue Date (the “Effectiveness Deadline Date”), such filing and to keep the Initial Shelf Registration Statement (or any Subsequent continuously effective for the Shelf Registration StatementPeriod. The Company shall, to the extent necessary, supplement or amend the Shelf Registration (in each case, at the Company's expense) continuously to keep the Shelf Registration effective under during the Shelf Registration Period. The Company further agrees to supplement or amend any Shelf Registration, as required by the registration form utilized by the Company, by the instructions applicable to such registration form or by the Securities Act until or the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on rules and regulations thereunder or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held reasonably requested by it covered in a Shelf Registration Statementany Holder. The Company shall furnish to the Holders copies, in substantially the form proposed to be used and/or filed, of any such supplement or amendment at least fifteen (15) days prior to its being used and/or filed with the Commission. The Company hereby consents to the use its reasonable best efforts to ensure that none (in compliance with applicable law) of the Company’s securityholders (prospectus or any amendment or supplement thereto by each of the selling Holders of Registerable Securities in connection with the offering and sale of the Registerable Securities covered by the prospectus or any amendment or supplement thereto. The Company shall pay all Registration Expenses incurred in connection with the Shelf Registration, whether or not it becomes effective. In no event shall the Shelf Registration include securities other than Registerable Securities, unless the Holders of Registrable Securities) shall have the right all Registerable Securities consent to include any of the Company’s securities in the Shelf Registration Statementsuch inclusion.

Shelf Registration. (a) The Company shall use shall, at its reasonable best efforts to expense, prepare and file or cause to be prepared and filed with the CommissionSEC, by as soon as practicable, but in no event later than the date (the “"Filing Deadline Date”") ninety that is the earlier of (90x) calendar the date that is sixty (60) days after filing of the Company's annual report on Form 10-K for the year ended December 31, 2004 and (y) the date that is two hundred seventy (270) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statementform. The Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act Act, as promptly as is practicable, but in any event by the date (the "Effectiveness Deadline Date") that is the earlier of (x) ninety (90) days after the filing with the SEC of the Initial Shelf Registration Statement and (y) the date that is one-three hundred and eighty sixty (180360) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and . The Company shall use its commercially reasonable efforts to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders 's security holders (other than the Holders of Registrable SecuritiesSecurities or holders of securities for which registration rights were granted pursuant to the agreements set forth in Section 1(i) of the Purchase Agreement) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the holders of at least a majority of the Registrable Securities and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Initial Shelf Registration Statement or the Subsequent Shelf Registration Statement then in effect until such time as a Shelf Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “"Filing Deadline Date”") ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one-one hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”"FILING DEADLINE DATE") ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”"SHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”"INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one-one hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “"Filing Deadline Date”") that is ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders Holders, and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one-one hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date that is ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw to the extent that such Holder has delivered a Notice and Questionnaire to the Company as contemplated by Section 2(d) below. No Notwithstanding the foregoing, if a Holder that is not an Election Holder fails to provide the Company with the information requested by the Notice and Questionnaire within the period specified in Section 2(d) below, then the Filing Deadline Date and the Effectiveness Deadline Date, with respect to such Holder, shall be entitled extended by one day for each day after the twenty (20) Business Day period that such Holder fails to be named as provide such Notice and Questionnaire; provided, however, that the failure of a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company Holder to provide such Notice and Questionnaire shall use its reasonable best efforts to ensure that none of not otherwise affect the Company’s securityholders ('s obligations under this Agreement to any other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration StatementHolder.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date that is sixty (60) days after the Issue Date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date), a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-1 or S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and permitted by applicable law and set forth in the Initial Shelf Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”)) that is one hundred fifty (150) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date at least ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named Except as a selling securityholder provided in or have the Registrable Securities held by it covered in a Shelf Other Registration Statement. The Company shall use its reasonable best efforts to ensure that Rights, none of the Company’s securityholders security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement. The Shelf Registration Statement shall, to the extent required to register the resale of all the Registrable Securities, include the qualification of the Indenture under the Trust Indenture Act of 1939, as amended.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”); provided, however, that if the Initial Shelf Registration Statement is a WKSI Shelf Registration Statement, the Company shall prepare and file or cause to be prepared and file with the SEC such WKSI Shelf Registration Statement by the Effectiveness Deadline Date (as defined below). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The If the Initial Shelf Registration Statement is not a WKSI Shelf Registration Statement, the Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”)) that is one hundred eighty (180) days after the Issue Date. Except as otherwise provided herein, and the Company shall use its reasonable best efforts to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement, except as may be described in the Offering Memorandum of the Company dated May 30, 2007.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “"Filing Deadline Date”") ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that as promptly as is one-practicable but in any event within one hundred and eighty (180) calendar days after the Issue Date (the “"Effectiveness Deadline Date”"), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder and that has provided the Company with an Election Holder appropriately completed Notice and Questionnaire, in each case on or prior to the date ten five (105) Business Days prior to such time of effectiveness effectiveness, shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. Promptly upon the Request of the Holders (a) The but in no event later than the 75th calendar day after the receipt of such a Request), the Company shall use its reasonable best efforts to prepare promptly process, file and file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, become effective a Registration Statement on Form S-3 (the "Shelf") for an offering of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a “Shelf Registration Statement”or any similar rule that may be adopted by the SEC) registering and permitting sales in ordinary course brokerage or dealer transactions not involving an Underwritten Offering. Each Holder which owns, on the resale from time to time by Holders thereof of all date of the initial filing of the Shelf (the "Initial Filing Date"), Registrable Securities (each such Holder, an "Eligible Holder") shall have the “Initial right to resell such Registrable Securities under the Shelf Registration Statement”until the date that such Eligible Holder sells all of such Registrable Securities, whether or not under the Shelf (such Eligible Holder's "Termination 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 such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall agrees to use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers usable for resale of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled until all Eligible Holders lose their rights to be named as a selling securityholder in or have the resell Registrable Securities held by it covered in under the Shelf . Notwithstanding the foregoing, (A) from the Closing and until the effectiveness of a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none , Wyndham may delay the filing of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the a Shelf Registration Statement, or (B) from and after the effectiveness of a Shelf Registration Statement, each Holder agrees that it will not effect any sales of the Registrable Securities pursuant to the Shelf Registration, in either case, if the Board of Directors of Wyndham determines that such action is in the best interests of Wyndham's stockholders, and only for a Blackout Period, taken together with any Blackout Period invoked pursuant to Section 2(a)(i), not to exceed 60 days. The registration rights granted pursuant to the provisions of this Section 2(a)(ii) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Shelf Registration. (ai) The Company shall agrees to use its reasonable best commercial efforts to prepare file under the Act as promptly as practicable after the time that the Company becomes eligible to file registration statements on Form S-3 under the Act but in any event within 15 months after the Firm Closing Date (the "Shelf Registration Filing Date") a Shelf Registration Statement providing for the registration of, and file the sale on a continuous or cause to be prepared and filed with the Commission, delayed basis by the date (Holders of, all of the “Filing Deadline Date”) ninety (90) calendar days after the Issue DateRegistrable Securities, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a “or any similar rule that may be adopted by the Commission. If the Company is not eligible to file registration statements on Form S-3 under the Act before the Shelf Registration Statement”) registering Filing Date, then the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Company shall file a Shelf Registration Statement shall be on Form S-3 or another appropriate whatever form permitting registration of such Registrable Securities is then available for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration StatementCompany to use. The Company shall agrees to use its reasonable best commercial efforts to cause the Initial Shelf Registration Statement to become or be declared effective within 120 days after the Shelf Registration Filing Date and to keep such Shelf Registration Statement continuously effective until the earliest of (i) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement, (ii) the date on which all Registrable Securities have been sold pursuant to Rule 144 under the Act, (iii) such time as there are no longer any Registrable Securities Act outstanding and (iv) the second anniversary of the Closing Date (plus, in each case, the number of days in any Suspension Period); provided, however, that upon the occurrence of any event or the discovery of any facts as contemplated by Section 3(f)(iv) hereof, the Company shall not be obligated to keep the Shelf Registration Statement effective or to permit the use of any Prospectus forming a part of the Shelf Registration Statement if the Company promptly thereafter complies with the requirements of Section 3(k) hereof; provided, further, that the failure to keep the Shelf Registration Statement effective and usable for offers and sales of Registrable Securities for such reason shall last no longer than 45 consecutive calendar days or no more than an aggregate of 90 calendar days during any consecutive twelve-month period (whereafter a Registration Default shall occur and Additional Amounts shall accrue as set forth in Section 2.4(A)(v) hereof); any such period during which the Company is so excused from keeping the Shelf Registration Statement effective and usable for offers and sales of Registrable Securities is referred to herein as a "Suspension Period"; a Suspension Period shall commence on and include the date that is one-hundred and eighty (180) calendar days after the Issue Date (Company gives notice to the “Effectiveness Deadline Date”), and to keep Holders that the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effectiveno longer effective or the Prospectus included therein is no longer usable for offers and sales of Registrable Securities as a result of the application of the proviso of the foregoing sentence, each Holder that became an Election Holder stating the reason therefor, and shall end on or prior the earlier to occur of the date ten (10) Business Days prior to such time on which each seller of effectiveness shall be named as a selling securityholder in Registrable Securities covered by the Initial Shelf Registration Statement and either receives the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none copies of the Company’s securityholders (other than supplemented or amended Prospectus or is advised in writing by the Holders of Registrable Securities) shall have the right to include any Company that use of the Company’s securities in the Shelf Registration StatementProspectus may be resumed.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, by as soon as practicable but in any event within 135 days of the date Issue Date (the “Filing Deadline DateDeadline”) ninety (90) calendar days after the Issue Date), a Registration Statement registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the a “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such the Registrable Securities for resale by such the Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. If the Company is eligible pursuant to Rule 430B(b) to omit from the related Prospectus the identities of selling securityholders and the amounts of securities to be registered on their behalf, the Company shall prepare and file each Shelf Registration Statement in a manner as to permit such omission and to allow for the subsequent filing of such information in a Prospectus pursuant to Rule 424(b) in the manner contemplated by Rule 430B(d). The Company shall use its commercially reasonable best efforts to cause the Initial a Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the “Effectiveness Deadline”) that is one-hundred and eighty (180) calendar 270 days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial a Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Each Holder that became an Election a Notice Holder on or prior to the date ten (10) five Business Days prior to such time of effectiveness the date the initial Shelf Registration Statement is declared effective shall be named as a selling securityholder in the Initial initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such the Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders (other than the Holders of Registrable Securities) security holders shall have the right to include any of the Company’s securities in the a Shelf Registration Statement, other than the Holders. In addition, the Company shall prepare and file or cause to be prepared and filed with the SEC a Shelf Registration Statement that satisfies the foregoing requirements and use its commercially reasonable efforts to cause a Shelf Registration Statement to be declared effective under the Securities Act prior to a Notice of Optional Redemption (as defined in the Indenture) (to the extent that a Shelf Registration Statement covering resales of the Registrable Securities is not then effective) (“Secondary Effectiveness Deadline”).

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file ------------------ or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “"Filing Deadline Date”") ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one-two hundred and eighty ten (180210) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) 10 Business Days prior to such time of effectiveness shall be named as a selling securityholder security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall shall, (1) use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, Commission a Shelf Registration Statement for an offering relating to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all offer and sale of the Registrable Securities on or prior to the Filing Deadline Date and (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall 2) use its reasonable best efforts to cause the Initial such Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder Effectiveness Deadline Date; provided, however, that is not an Election Holder no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or have to use the Prospectus for resales of Registrable Securities unless such holder is an Electing Holder. If (x) such Shelf Registration Statement covering the Registrable Securities held by it covered in a is not filed with the Commission on or prior to the Filing Deadline Date, (y) such Shelf Registration Statement. The Statement covering the Registrable Securities is not declared effective by the Commission on or prior to the Effectiveness Deadline Date or (z) such Shelf Registration Statement ceases to be effective or any Prospectus thereunder ceases to be usable with respect to any Registrable Securities, the Company shall use its reasonable best efforts will make pro rata payments to ensure that none each Purchaser, as liquidated damages and not as a penalty, in an amount per 30-day period (or pro rata portion thereof) equal to 2.0% of the Company’s securityholders aggregate amount paid by such Purchaser on the Closing Date to the Company in respect of the then Registrable Securities (other than i) in the Holders case of clause (x), for the period from the Filing Deadline Date to the date on which such Shelf Registration Statement is filed, (ii) in the case of clause (y), for the period from the Effectiveness Deadline Date to the date on which such Shelf Registration Statement becomes effective and (iii) in the case of clause (z), for any period in excess of the Maximum Delay Period in which such Shelf Registration Statement ceases to be effective or any Prospectus thereunder ceases to be usable with respect to any Registrable Securities) . No such payments shall have be payable in respect of any Securities that are not Registrable Securities. Such payments shall be made to each Purchaser in cash not later than three Business Days following the right to include any end of the Company’s securities in the Shelf Registration Statementeach 30-day period.

Shelf Registration. (a) The Company and the Guarantors shall use its their reasonable best efforts to prepare and promptly file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, SEC a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of covering all of the Registrable Securities (the “Initial Shelf Registration StatementRegistration”). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company and the Holders and set forth Guarantors shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company and the Guarantors shall use its their reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration earliest of (i) the Effectiveness Period. At date that is one (1) year from the time Issue Date and (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to have been sold in the date ten (10) Business Days prior to such time of effectiveness shall be named manner set forth and as a selling securityholder contemplated in the Initial Shelf Registration Statement or, if applicable, a Subsequent Shelf Registration. Notwithstanding anything to the contrary in this Agreement, at any time, the Company and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers Guarantors may delay the filing of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a any Initial Shelf Registration Statement. The Statement or Subsequent Shelf Registration or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 45 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company shall use its or Parent determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or Subsequent Shelf Registration the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable best efforts to ensure that none judgment of the Board of Directors of the Company’s securityholders (other than , would be detrimental to the Holders of Registrable Securities) shall have the right to include Company or any of the Company’s securities in the Shelf Registration StatementGuarantors if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. (a) The Operating Partnership and the Company shall use its reasonable best efforts to prepare and file file, or cause to be prepared and filed filed, with the CommissionSEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”) that is ninety (90) calendar days after the Issue Date, a Registration Statement (the “Initial Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the “Initial Shelf Registration Statement”rules and regulations of the SEC, then registering the resale from time to time by Notice Holders of their Registrable Securities). The Initial Shelf Registration Statement shall be on Form S-11 or Form S-3 or another appropriate form permitting and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with the methods any reasonable method of distribution elected by the Holders and set forth in the Initial Shelf Registration StatementHolders. The Operating Partnership and the Company shall use its their reasonable best efforts to (i) cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act as promptly as practicable but in any event by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), ) that is one hundred eighty (180) days after the Issue Date and to (ii) keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that became an Election a Notice Holder on or prior to the date that is ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts In addition to prepare the Demand Registrations and file or cause to be prepared and filed with the Commission, by commencing the date (on which the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement for an offering Company becomes eligible to be made register securities issued by it on a delayed Form S-3 or continuous basis any similar short-form registration, holders of at least 1,750,000 units/shares of Registrable Securities upon the completion of the initial Public Offering of the Company’s common equity, shall be entitled to request that the Company file a shelf registration statement with respect to all or part of their Registrable Securities pursuant to Rule 415 of under the Securities Act (a the “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration StatementRegistration”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause have the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days as soon as practicable after the Issue Date (the “Effectiveness Deadline Date”)such filing, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none keep the Shelf Registration effective and updated, from the date such Shelf Registration is declared effective until the earliest to occur of (a) such time as all of the Registrable Securities registered thereunder shall cease to be Registrable Securities, (b) such time as such Registrable Securities may be sold without restrictive legend under the applicable provisions of Rule 144 promulgated under the Securities Act, (c) such time as the holder requesting the Shelf Registration beneficially owns less than one percent (1%) of the issued and outstanding equity securities of the Company’s securityholders , and (other d) three (3) years from the date such Shelf Registration is declared effective (such period, the “Shelf Registration Effectiveness Period”). The Company shall supplement or amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act or as reasonably requested by the holders of (or any underwriter for) not less than the Holders of Registrable Securities) shall have the right to include any 51% of the Company’s securities in Registrable Securities registered thereunder and the Company shall furnish to the holders of the Registrable Securities to which the Shelf Registration Statementrelates copies of any such supplement or amendment prior to its being used and/or filed with the Commission. The Company shall pay all Registration Expenses in connection with the Shelf Registration, whether or not it becomes effective, and whether all, none or some of the Registrable Securities are sold pursuant to the Shelf Registration. A Shelf Registration pursuant to this Section 2.7 shall not be deemed to have been effected (i) unless a Shelf Registration has become effective and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered thereby and for the Shelf Registration Effectiveness Period or (ii) if after it has become effective, the Shelf Registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the holders of Registrable Securities and has not thereafter become effective.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and as promptly as practicable file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, Commissions a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of Rules covering all of the Registrable Securities (the “Initial "Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting permit registration of such Registrable Securities for resale in the United States and Canada by such Holders in accordance with the methods of distribution elected manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Holders and set forth Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. The Shelf Registration Statement may be filed pursuant to the rules established under the Securities Laws governing the Multi-jurisdictional Disclosure System jointly administered by the Commissions, provided, however, that if for any reason a Shelf Registration Statement filed pursuant to the rules established under the Securities Laws governing the Multi-jurisdictional Disclosure System will not permit the sale of the Registrable Securities in the United States, the Company shall be required to 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. The Company shall use its all reasonable best efforts to cause the Initial initial Shelf Registration Statement to be declared effective by the relevant Commissions under the Securities Act Laws by the date that is one-hundred and eighty (180) calendar days 30th day after the Issue Date (consummation of the “Effectiveness Deadline Date”), merger contemplated by the Merger Agreement and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration first anniversary of its effective date, subject to extension pursuant to clause (d) of this Section 3 or the last paragraph of Section 5 hereof (the "Effectiveness Period. At "), or such shorter period ending when (i) all Registrable Securities covered by the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder have been sold in the Initial manner set forth and as contemplated in the initial Shelf Registration Statement and the related Prospectus in such or (ii) a manner as to permit such Holder to deliver such Prospectus to purchasers Subsequent Shelf Registration Statement covering all of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of has been declared effective under the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration StatementSecurities Laws.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”)) that is one hundred eighty (180) days after the Issue Date, and and, except as otherwise provided herein, to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement, except as may be described in the Offering Memorandum of the Company dated August 10, 2005.

Shelf Registration. Promptly upon the Request of the Holders ------------------------ (a) The but in no event later than the 75th calendar day after the receipt of such a Request), the Company shall use its reasonable best efforts to prepare promptly process, file and file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, become effective a Registration Statement on Form S-3 (the "Shelf") for an offering of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a “Shelf Registration Statement”or any similar rule that may be adopted by the SEC) registering and permitting sales in ordinary course brokerage or dealer transactions not involving an Underwritten Offering. Each Holder which owns, on the resale from time to time by Holders thereof of all date of the initial filing of the Shelf (the "Initial Filing Date"), Registrable Securities (each such Holder, an "Eligible Holder") shall have the “Initial right to resell such Registrable Securities under the Shelf Registration Statement”until the date that such Eligible Holder sells all of such Registrable Securities, whether or not under the Shelf (such Eligible Holder's "Termination 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 such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall agrees to use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers usable for resale of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled until all Eligible Holders lose their rights to be named as a selling securityholder in or have the resell Registrable Securities held by it covered in under the Shelf. Notwithstanding the foregoing, (A) from the Closing and until the effectiveness of a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none , Wyndham may delay the filing of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the a Shelf Registration Statement, or (B) from and after the effectiveness of a Shelf Registration Statement, each Holder agrees that it will not effect any sales of the Registrable Securities pursuant to the Shelf Registration, in either case, if the Board of Directors of Wyndham determines that such action is in the best interests of Wyndham's stockholders, and only for a Blackout Period, taken together with any Blackout Period invoked pursuant to Section 2(a)(i), not to exceed 60 days. The registration rights granted pursuant to the provisions of this Section 2(a)(ii) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, SEC a Registration Statement (the "Initial Shelf Registration Statement") for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of covering all of the Registrable Securities (the “"Initial Shelf Registration Statement”)Registration") on or prior to the 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 such Holders in accordance with the methods of distribution elected manner or manners designated by the Holders and set forth them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than Registrable Securities to be included in the Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by as soon as practicable after such Initial Shelf Registration is filed and, in any event, on or prior to the date that is one-hundred and eighty (180) calendar days after the Issue Effectiveness Date (the “Effectiveness Deadline Date”), and to keep the such Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration earlier of when (i) all the Registrable Securities are registered under the Shelf Registration (as defined below) and have been disposed of in the manner set forth and as contemplated therein, (ii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act, (iii) all the Registrable Securities cease to be outstanding and (iv) two years have passed from the Closing Date (such shortest period being called the "Effectiveness Period"). No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder becomes a Notice Holder and, in the case that requirements under the Securities Act are changed after the date of this Agreement (all such requirements, the "New Requirements"), furnishes to the Company, upon request by the Company, any additional information pursuant to the New Requirements concerning such Holder required to be included in any Shelf Registration Statement or Prospectus included therein. Each Holder of Registrable Securities as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the Effectiveness Periodcircumstances under which they were made. At Subject to the foregoing, at the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to at the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s 's securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file On or cause to be prepared and filed with before the Commission, by expiration of the date Lockup Period (the “Filing Deadline Shelf Date”) ninety (90) calendar days after ), so long as the Issue DateCompany is eligible to do so, the Company shall file with the SEC a Registration Statement providing for an offering to be made registration and resale, on a continuous or delayed or continuous basis pursuant to Rule 415 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC, of all of the Securities Act Registrable Securities, provided that such obligation shall be satisfied if the Company shall have in effect an automatically effective shelf registration statement on Form S-3ASR (or any comparable or successor form or forms then in effect) (an “Existing Shelf Registration Statement”) as of the Shelf Date (any such registration statement, a “Shelf Registration Statement”) registering the that covers resale from time to time by Holders thereof of all of the Registrable Securities (Securities; provided, further, that for the “Initial avoidance of doubt, the existence of an Existing Shelf Registration Statement”)Statement shall not have any effect on the restrictions set forth in Section 3.03. The Initial Shelf Registration Statement shall be on Form S-3 (or another appropriate any comparable or successor form permitting registration or forms then in effect) under the Securities Act; provided, however, that if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the time of such Registrable Securities for resale by such Holders in accordance filing of the Shelf Registration Statement with the methods of distribution elected SEC, such Shelf Registration Statement shall be designated by the Holders and set forth Company as an automatic shelf registration statement (as defined in Rule 405 under the Initial Shelf Registration StatementSecurities Act). The Company shall use its commercially reasonable best efforts to cause keep the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of Investor no longer holds any Registrable Securities. If the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effectivenot on Form S-3ASR, each Holder that became an Election Holder on or prior the Company shall use commercially reasonable efforts to cause the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and to become effective, as promptly as practicable, but in no event later than one hundred twenty (120) days following the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers filing of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The No later than 90 days prior to the expiration of the Disposition Restriction Period (the “Shelf Date”), the Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, SEC a Registration Statement providing for an offering to be made registration and resale, on a continuous or delayed or continuous basis pursuant to Rule 415 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC, of all of the Securities Act Registrable Securities, provided that such obligation shall be satisfied if the Company shall have in effect an automatically effective shelf registration statement on Form S-3ASR (an “Existing Shelf Registration Statement”) as of the Shelf Date (any such registration statement, a “Shelf Registration Statement”) registering ); provided, further, that, for the resale from time to time by Holders thereof avoidance of all doubt, the existence of the Registrable Securities (the “Initial an Existing Shelf Registration Statement”)Statement shall not have any effect on the restrictions set forth in Section 3.3. The Initial Shelf Registration Statement shall be on Form S-3 (or another appropriate any comparable or successor form permitting registration or forms then in effect) under the Securities Act (or to the extent the Company is not eligible to use Form S-3 or any comparable or successor form or forms, on Form S-1 or any comparable or successor form or forms); provided, however, that if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the time of such Registrable Securities for resale by such Holders in accordance filing of the Shelf Registration Statement with the methods of distribution elected SEC, such Shelf Registration Statement shall be designated by the Holders and set forth Company as an automatic shelf registration statement (as defined in Rule 405 under the Initial Securities Act). In the event that the Shelf Registration Statement. The Statement is not an automatic shelf registration statement, the Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days after SEC as of the Issue Date (expiration of the “Effectiveness Deadline Date”), and Disposition Restriction Period. The Company shall use its commercially reasonable efforts to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration earlier of (i) the date when all of the Effectiveness Period. At the time the Initial Registrable Securities covered by such Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to have been sold and (ii) the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in on which the Initial Registrable Securities covered by the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled are eligible to be named as a selling securityholder in sold or have transferred without being subject to any holding period or volume limitations pursuant to Rule 144 under the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration StatementAct.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering (i) the resale from time to time by Holders thereof of all of the Registrable Securities and (ii) if and to the extent required by applicable securities laws to permit the issuance of Underlying Common Stock upon conversion of the Notes on an unrestricted basis under the Securities Act, the issuance by the Company of Underlying Common Stock upon conversion of the Notes by any Holders who acquired the Notes in registered resales pursuant to the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement or in resales pursuant to Rule 144; provided, however, that the Company shall not be required to register the issuance of Underlying Common Stock upon conversion of the Notes with respect to any Holder if and to the extent the Company is not permitted to effect such registration under the Securities Act after using its reasonable best efforts to do so (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-1, Form S-3 or another appropriate form permitting registration of such Registrable Securities for (x) resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration StatementStatement and (y) issuance upon conversion of the Notes as provided in clause (ii) of the immediately preceding sentence. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”)) that is two hundred and ten (210) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company Issuer shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, Commission a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of covering all of the Registrable Securities Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “"Initial Shelf Registration"). The Issuer shall use its reasonable best efforts to file with the Commission the Initial Shelf Registration Statement”)as promptly as practicable, but in no event later than 45 days after the Issuer has notice of the Shelf Filing Event. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities Notes for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Holders and set forth Registrable Notes to be included in the Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company Issuer shall use its reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by on or prior to the date that is one-hundred and eighty (180) calendar days later of the 60th day after the Shelf Filing Event or the 150th day after the Issue Date and (the “Effectiveness Deadline Date”), and y) to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until for the expiration period ending on the date which is two years from the Issue Date, subject to extension pursuant to the last paragraph of Section 5 hereof (the "Effectiveness Period. At the time "), or such shorter period ending when (i) all Registrable Notes covered by the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to have been sold in the date ten (10) Business Days prior to such time of effectiveness shall be named manner set forth and as a selling securityholder contemplated in the Initial Shelf Registration Statement or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the related Prospectus Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act; provided, however, that the Effectiveness Period in such a manner as respect of the Initial Shelf Registration shall be extended to the extent required to permit such Holder dealers to deliver such Prospectus to purchasers comply with the applicable prospectus delivery requirements of Registrable Rule 174 under the Securities in accordance with applicable law. No Holder Act and as otherwise provided herein; provided, further, that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in Issuer may suspend the effectiveness of a Shelf Registration Statement. The Company shall use its reasonable best efforts Statement by written notice to ensure that none of the Company’s securityholders (other than the Holders for a period not to exceed 30 days in any calendar year if (i) an event occurs and is continuing as a result of Registrable Securities) shall have the right to include any of the Company’s securities in which the Shelf Registration StatementStatement would, in the Issuer's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading and (ii) (a) the Issuer determines in good faith that the disclosure of such event at such time would have a material adverse effect on the business, operations or prospects of the Issuer and its subsidiaries, taken as a whole, or (b) the disclosure otherwise relates to a previously undisclosed pending material business transaction, the disclosure of which would impede the Issuer's ability to consummate such transaction.

Shelf Registration. (a) The So long as it would not reasonably be expected to materially delay the applicable Rights Offering, (i) the Company shall use may, at its reasonable best efforts to prepare and option, file or cause to be prepared and filed with the CommissionSEC one or more shelf registration statements on Form S-3 (or, by if Form S-3 is not then available to the date Company, on such form of registration statement as is then available to effect a registration of securities), in form and substance reasonably satisfactory to the Investor, covering the issuance of Rights and Rights Shares, together with such other securities as the Company may elect (together with the “Filing Deadline Date”) ninety (90) calendar days after the Issue Dateprospectus relating thereto and any prospectus supplement and offering documents, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering and (ii) in the resale event the Company has in effect, at the time of the Investor’s delivery of a Rights Offering Notice, an effective Shelf Registration Statement sufficient to cover the issuance of the Rights and the Rights Shares to be offered in such Rights Offering, then rather than filing a Rights Offering Registration Statement pursuant to Section 3.01(c) or 3.02(c), as applicable, the Company shall be entitled to employ such Shelf Registration Statement as the relevant Rights Offering Registration Statement for purposes of such Rights Offering. Any such Shelf Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) will be provided to the Investor prior to its filing with or other submission to the SEC. The Company shall not include any other securities in the prospectus supplement relating to any Rights Offering. Any such Shelf Registration Statement employed as a Rights Offering Registration Statement will comply in all material respects with the requirements of the Securities Act and the rules and regulations thereunder and other applicable Laws. The Company promptly will correct any information included in any Shelf Registration Statement employed as a Rights Offering Registration Statement if, and to the extent that, such information becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the applicable prospectus (including any applicable prospectus supplement) contained in such Shelf Registration Statement employed as a Rights Offering Registration Statement, as so corrected, to be filed with the SEC and to be disseminated to the distributees of Rights, in each case as and to the extent required by applicable federal securities laws. The Investor will be given a reasonable opportunity to review and comment upon any Shelf Registration Statement in each instance before it is filed with the SEC. In addition, the Company will provide the Investor with any written comments or other written communications that the Company receives from time to time by Holders thereof of all of from the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial SEC or its staff with respect to any Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration promptly after the receipt of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (comments or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statementcommunications.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”"FILING DEADLINE DATE") ninety (90) calendar that is 180 days after the Issue Date, a Registration Statement registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”"SHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”"INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders Holders, reasonably approved by the Company, and set forth in the Initial Shelf Registration Statement. The Company shall not permit any securities other than the Registrable Securities to be included in any Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one-hundred and eighty (180) calendar 360 days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) that is five Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “Filing Deadline DateDeadline”) ninety (90) calendar 90 days after the Issue Date, a Registration Statement registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the a “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such the Registrable Securities for resale by such the Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. Each Shelf Registration Statement that is filed on Form S-3 shall be designated by the Company as an Automatic Shelf Registration Statement if the Company is then eligible to file an Automatic Shelf Registration Statement on Form S-3 for the purposes contemplated by this Agreement. If the Company is eligible pursuant to Rule 430B(b) to omit from the related Prospectus the identities of selling securityholders and the amounts of securities to be registered on their behalf, the Company shall prepare and file each Shelf Registration Statement in a manner as to permit such omission and to allow for the subsequent filing of such information in a Prospectus pursuant to Rule 424(b) in the manner contemplated by Rule 430B(d). The Company shall use its reasonable best efforts to cause the Initial a Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the “Effectiveness Deadline”) that is one-hundred and eighty (180) calendar 180 days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial a Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At Each Holder that became a Notice Holder within 20 days of receiving notice from the time Company pursuant to Section 3(c) below of the Initial filing of the Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such the Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders security holders (other than the Holders of Registrable SecuritiesHolders) shall have the right to include any of the Company’s securities in the a Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”"FILING DEADLINE DATE") ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”"SHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”"INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable but in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one-one hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company Companies shall use its reasonable best efforts to prepare and file ------------------ file, or cause to be prepared and filed filed, with the CommissionSEC, as soon as practicable but in any event by the date (the “"Filing Deadline Date”") ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Companies. The Company Companies shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Effectiveness Deadline Date") that is one-two hundred and eighty ten (180210) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders of either of the Companies (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities of any of the Companies in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by SEC no later than a date which is ninety (90) days after the date Issue Date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders pursuant to their Notices and Questionnaires and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by no later than the date (the “Effectiveness Deadline Date”) that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement became effective shall be named as a selling securityholder security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with the Securities Act and applicable lawstate securities laws generally applicable to all such Holders. No Holder that is not an Election Notwithstanding the foregoing, no Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a by such Shelf Registration StatementStatement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. The Company shall use not permit any of its reasonable best efforts to ensure that none of the Company’s securityholders security holders (other than the Holders of Registrable SecuritiesSecurities who comply with this Section 2(a)) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the date Securities and Exchange Commission (the “Filing Deadline Date”"COMMISSION") ninety as soon as practicable but in no event later than 150 days (90such 150th day being a "FILING DEADLINE") calendar days after the Issue Datelatest date on which the Initial Purchasers purchase the Notes pursuant to the Purchase Agreement (the "CLOSING DATE"), a Registration Statement registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, as amended (the "SECURITIES ACT") (a “Shelf Registration Statement”) "SHELF REGISTRATION STATEMENT"), registering the resale from time to time by Holders thereof (who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement) of all of the Registrable Securities (defined herein) (the “Initial Shelf Registration Statement”"INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form under the Securities Act permitting registration of such Registrable Securities for resale by such Holders from time to time in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that as promptly as is one-practicable but in any event within two hundred and eighty ten (180210) calendar days after the Issue Closing Date (the “Effectiveness Deadline Date”"EFFECTIVENESS DEADLINE DATE"), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until to permit the expiration prospectus included therein to be lawfully delivered by the Holders of the Effectiveness PeriodRegistrable Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date the Company files the Initial Shelf Registration Statement or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are, with respect to such securities held by non-affiliates, eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act, or any successor rule thereof (such period, the "EFFECTIVENESS PERIOD"). The Company shall be deemed not to have used its reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during that period, unless such action is required by applicable law. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became who has provided the Company with an Election Holder appropriately completed Notice and Questionnaire (as defined herein) on or prior to the date ten five (105) Business Days prior to such time of effectiveness and who holds Registrable Securities, shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus prospectus in such a manner as to permit such Holder to deliver such Prospectus prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company and the Guarantor shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the SEC no later than a date (the “Filing Deadline Date”) which is ninety (90) calendar days after the Issue Date (the "Filing Deadline Date, ") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written consent of the Company and the Guarantor (such consent to be withheld or granted in the Company's and the Guarantor's sole and absolute discretion). The Company and the Guarantor shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by no later than the date (the "Effectiveness Deadline Date") that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or and/or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act (subject to Section 3(i)) until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement became effective shall be named as a selling securityholder security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Notwithstanding the foregoing, no Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a by such Shelf Registration StatementStatement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, by on or before the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement, subject to the limitations set forth in Section 8(j). The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by on or before the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”)) that is one hundred and eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by SEC no later than a date which is ninety (90) days after the date Issue Date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”)) that is one hundred and eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period, subject to the rights of the Company under Section 3(h) to create a Deferral Period. Not later than 20 Business Days prior to the date the Company expects in good faith the Initial Shelf Registration Statement to be declared effective, the Company shall, at its expense, mail the Notice and Questionnaire to the Holders of the Registrable Securities. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) five Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled law under ordinary circumstances, subject to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statementcompliance with blue sky laws. The Company shall use not permit any of its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a “Shelf Registration Statement”, which term shall include the Initial Shelf Registration Statement and each Subsequent Shelf Registration Statement) registering the resale from time to time by Holders thereof the Holder (or an Affiliate of the Holder) of all of the Registrable Securities (the “Initial Shelf Registration Statement”); provided, that before filing any Registration Statement with the Commission, the Company shall furnish to the Holder and counsel for the Holder copies of all such documents proposed to be filed and use its reasonable efforts to reflect in each such document when so filed with the Commission such comments as the Holder and counsel for the Holder reasonably shall propose within five (5) Business Days of the delivery of such copies to the Holder and counsel for the Holder. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders the Holder (or an Affiliate of the Holder) in accordance with the methods of distribution elected by the Holders Holder and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written agreement of the Company (except for offerings by the Holder or an Affiliate of the Holder deemed to be an underwritten offering), which may be withheld in the Company’s discretion. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred not later than the Business Day immediately preceding the earlier of (i) the date the Holder first receives Registrable Securities pursuant to the Confirmation and eighty (180ii) calendar days after the Issue Date first Physical Valuation Day or the Averaging Period Start Date, as the case may be (the “Effectiveness Deadline Date”) and, subject to Section 3(c)(2), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement, as defined below) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable by the date (the “"Filing Deadline Date”") ninety that is one hundred twenty (90120) calendar days after the Issue Closing Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 F-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders Holders, approved by the Company, and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best commercial efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-one hundred eighty (180) days after the Closing Date and, in the event the Initial Shelf Registration Statement has not been declared effective under the Securities Act within one hundred and eighty (180) calendar days after the Issue Date Closing Date, to thereafter continue to use reasonable commercial efforts to cause the Initial Shelf Registration Statement to be declared effective as soon as practicable thereafter (the “"Effectiveness Deadline Date”"), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder ("Selling Securityholder") in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The On or prior to each applicable Filing Date the Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, Commission a "Shelf" Registration Statement covering all Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”)415. The Initial Shelf Registration Statement shall be on Form S-3 (except if otherwise agreed to by the Company and the Holders of a majority in interest of the applicable Registrable Securities in accordance herewith or 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 permitting registration in accordance herewith). The Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of such Registrable Securities for resale shares of Common Stock as may be required to effect (i) conversion of the Preferred Stock to prevent dilution resulting from stock splits, stock dividends or similar events, or by such Holders reason of changes in the Conversion Price in accordance with the methods terms of distribution elected the Certificate of Designation and (ii) exercise of the Warrants in full to prevent dilution resulting from stock splits, stock dividends or similar events, or by the Holders and set forth reason of changes in the Initial Shelf Registration StatementExercise Price (as defined in the Warrants) in accordance with the terms of the Warrants. The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days as promptly as possible after the Issue Date (filing thereof, but in any event prior to the “Effectiveness Deadline Date”), and to keep the Initial Shelf such Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of date which is three years after the Effectiveness Period. At the time the Initial Shelf date that such Registration Statement is declared effective, each Holder that became an Election Holder on effective by the Commission or prior such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 as determined by the counsel to the date ten (10) Business Days prior Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such time of effectiveness effect (the "Effectiveness Period"); provided, however, that the Company shall not be named as a selling securityholder deemed to have used its commercially reasonable efforts to keep the Registration Statement effective during the Effectiveness Period if it voluntarily takes any action that would result in the Initial Shelf Holders not being able to sell the Registrable Securities covered by such Registration Statement during the Effectiveness Period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is Commission has not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by declared it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statementeffective.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”"FILING DEADLINE DATE") ninety sixty (9060) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”"SHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”"INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that as promptly as is one-practicable but in any event within one hundred and eighty fifty (180150) calendar days after the Issue Date (the “Effectiveness Deadline Date”"EFFECTIVENESS DEADLINE DATE"), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder and that has provided the Company with an Election Holder appropriately completed Notice and Questionnaire on or prior to the date ten five (105) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named Except as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that disclosed on SCHEDULE I hereto, none of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file file, or cause to be prepared and filed filed, with the CommissionSEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”) that is ninety (90) calendar days after the Issue Date, a Registration Statement (the “Initial Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the “rules and regulations of the SEC, then registering the resale from time to time by Notice Holders of their Registrable Securities). The Company may satisfy the foregoing obligation by designating as the Initial Shelf Registration StatementStatement for the purposes of this Agreement no later than the Filing Deadline Date a previously filed shelf registration statement that has become automatically effective under the procedures available to “well-known seasoned issuers” in accordance with the Securities Act (a “WKSI Shelf”). The Initial Shelf Registration Statement shall be on Form S-11 or Form S-3 or another appropriate form permitting and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with the methods any reasonable method of distribution elected by the Holders and set forth in the Initial Shelf Registration StatementHolders. The Company shall use its reasonable best efforts to (i) cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act as promptly as practicable but in any event by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), ) that is one hundred eighty (180) days after the Issue Date or otherwise make available a WKSI Shelf for use by Holders by such date and to (ii) keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At If the obligation set forth in the preceding sentence is satisfied by the filing of a Shelf Registration Statement relating to the Registrable Securities, at the time the Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that became an Election a Notice Holder on or prior to the date that is ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No If the Company shall satisfy its obligations hereunder through the designation of a WKSI Shelf as the Initial Shelf Registration Statement for purposes of this Agreement, each Holder that became a Notice Holder on or prior to the date that is not an Election Holder ten (10) Business Days prior to the date of the Prospectus thereunder first made available for use by Notice Holders shall be entitled to be named as a selling securityholder in or have the such Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities held by it covered in a Shelf Registration Statementaccordance with applicable law. The Company shall use issue a release through a reputable national newswire service of its reasonable best efforts filing of (or intention to ensure that none designate a WKSI Shelf as) the Initial Shelf Registration Statement and of either the Company’s securityholders (other than anticipated effective date thereof or, if the Holders Company shall satisfy its obligations under this Agreement through the designation of Registrable Securities) shall have a WKSI Shelf as the right to include any of the Company’s securities in the Initial Shelf Registration Statement, the date on which the Company will first make available a Prospectus under such WKSI Shelf for use by Notice Holders.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file file, or cause to be prepared and filed filed, with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue DateSEC, a Registration Statement (the “Initial Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the “Initial Shelf Registration Statement”rules and regulations of the SEC, then registering the resale from time to time by Notice Holders of their Registrable Securities). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting provide for the registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by indicated in their Notice and Questionnaires (provided, however, that in no event will such methods of distribution take the Holders and set forth form of an underwritten offering of Registrable Securities without the Company’s prior written consent, which the Company may withhold in its sole discretion). In no event shall the Initial Shelf Registration StatementStatement be filed with the SEC prior to completion of the offering of the Notes contemplated by the Purchase Agreement. The Company shall use its reasonable best efforts to (i) cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), ) that is one hundred eighty (180) days after the Issue Date and to (ii) keep the Initial Shelf Registration Statement (or and any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness PeriodPeriod (except to the extent permitted under Section 3(j)). At the time the Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that became an Election a Notice Holder on or prior to before the fifth (5th) Business Day before the date ten (10) Business Days prior to of such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Notice Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none Act, assuming the accuracy of the Companyinformation in such Notice Holder’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration StatementNotice and Questionnaire.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file file, or cause to be prepared and filed filed, with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue DateSEC, a Registration Statement (the "Initial Shelf Registration Statement") for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the “Initial Shelf Registration Statement”rules and regulations of the SEC, then registering the resale from time to time by Notice Holders of their Registrable Securities). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting provide for the registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by indicated in their Notice and Questionnaires (provided, however, that in no event will such methods of distribution take the Holders and set forth form of an underwritten offering of Registrable Securities without the Company's prior written consent, which the Company may withhold in its sole discretion). In no event shall the Initial Shelf Registration StatementStatement be filed with the SEC prior to completion of the offering of the Notes contemplated by the Purchase Agreement. The Company shall use its reasonable best efforts to (i) cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act by the date (the "Effectiveness Deadline Date") that is one-one hundred and eighty (180) calendar days after the Issue Date and (the “Effectiveness Deadline Date”), and to ii) keep the Initial Shelf Registration Statement (or and any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness PeriodPeriod (except to the extent permitted under Section 3(j)). At the time the Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that became an Election a Notice Holder on or prior to before the fifth (5th) Business Day before the date ten (10) Business Days prior to of such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Notice Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none Act, assuming the accuracy of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities information in the Shelf Registration Statementsuch Notice Holder's Notice and Questionnaire.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file file, or cause to be prepared and filed filed, with the CommissionSEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”"FILING DEADLINE DATE") that is ninety (90) calendar days after the Issue Date, a Registration Statement (the "INITIAL SHELF REGISTRATION STATEMENT") for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the “Initial Shelf Registration Statement”rules and regulations of the SEC, then registering the resale from time to time by Notice Holders of their Registrable Securities). The Initial Shelf Registration Statement shall be on Form S-1 or Form S-3 or another appropriate form permitting and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with the methods any reasonable method of distribution elected by the Holders and set forth (provided, however, that in the Initial Shelf Registration Statementcase of any proposed underwritten offering of Registrable Securities, selection by Holders of the Managing Underwriters shall be subject to the Company's prior written consent, which consent shall not be unreasonably withheld). The Company shall use its reasonable best efforts to (i) cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act as promptly as practicable but in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one-one hundred and eighty (180) calendar days after the Issue Date and (the “Effectiveness Deadline Date”), and to ii) keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness PeriodPeriod (except as permitted by Section 3(i)). At the time the Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that became an Election a Notice Holder on or prior to the date ten that is five (105) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “"Filing Deadline Date”") ninety (90) calendar 90 days after the Issue Datedate hereof, a Registration Statement registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC, registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act as promptly as is practicable but in any event by the date that is one-hundred and eighty (180the "Effectiveness Deadline Date") calendar 180 days after the Issue Date (the “Effectiveness Deadline Date”)date hereof, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared becomes effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) fifteen Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No ; provided, however, that the Company shall not be obligated to include such Notice Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have if the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of have reasonably requested additional information from such Notice Holder and the Company’s securityholders (other than the Holders of Registrable Securities) Notice Holder shall have the right failed to include any provide such information at least ten days prior to such time of the Company’s securities in the Shelf Registration Statementeffectiveness.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the SEC no later than a date which is one-hundred and twenty (the “Filing Deadline Date”120) ninety (90) calendar days after the Issue Date (the "Filing Deadline Date, ") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company (such consent to be withheld or granted in the Company's sole and absolute discretion). The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by no later than the date (the "Effectiveness Deadline Date") that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Each Holder that became an Election a Notice Holder on or prior to the date ten (10) 10 Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement became effective shall be named as a selling securityholder security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than laws not generally applicable to all such Holders). No Holder that is not an Election Notwithstanding the foregoing, no Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a by such Shelf Registration StatementStatement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the SEC no later than a date which is one-hundred and twenty (the “Filing Deadline Date”120) ninety (90) calendar days after the Issue Date (the "Filing Deadline Date, ") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by no later than the date (the "Effectiveness Deadline Date") that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement became effective shall be named as a selling securityholder security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with the Securities Act and applicable lawstate securities laws generally applicable to all such Holders. No Holder that is not an Election Notwithstanding the foregoing, no Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a by such Shelf Registration StatementStatement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. The Company shall use not permit any of its reasonable best efforts to ensure that none of the Company’s securityholders security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company and Holdings shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, SEC a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of covering all of the Registrable Securities Notes not permitted to be exchanged in the Exchange Offer in accordance with the terms of this Agreement, Private Exchange Notes and Exchange Notes as to which Section 2(c) (iv) is applicable (the “"Initial Shelf Registration"). The Company and Holdings shall use their respective best efforts to file with the SEC the Initial Shelf Registration Statement”)on or before the applicable Filing Date. The Initial Shelf Registration Statement shall be on Form S-3 S-l or another appropriate form permitting registration of such Registrable Securities Notes for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by them (including, without limitation, one or more underwritten offerings). Neither the Holders and set forth Company nor Holdings shall permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company and Holdings shall use its reasonable their respective best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by on or prior to the date that is one-hundred and eighty (180) calendar days after the Issue Effectiveness Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration date which is three years from the Issue Date, subject to extension pursuant to the last paragraph of Section 5 hereof (the "Effectiveness Period. At "), or such shorter period ending when all Registrable Notes covered by the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to have been sold in the date ten (10) Business Days prior to such time of effectiveness shall be named manner set forth and as a selling securityholder contemplated in the Initial Shelf Registration Statement and or, if applicable, a Subsequent Shelf Registration; provided, however, that the related Prospectus Effectiveness Period in such a manner as respect of the Initial Shelf Registration shall be extended to the extent required to permit such Holder dealers to deliver such Prospectus comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to purchasers reduction to the extent that the applicable provisions of Rule 144 (k) are amended or revised to reduce the three year holding period set forth therein. No holder of Registrable Securities Notes may include any of its Registrable Notes in accordance any Shelf Registration Statement pursuant to this Agreement unless and until such holder furnishes to the Company and Holdings in writing, within 15 business days after receipt of a request therefor, such information as the Company and Holdings may reasonably request for use in connection with applicable lawany Shelf Registration Statement or Prospectus or preliminary prospectus included therein. No Holder that is not an Election Holder holder of Registrable Notes shall be entitled to be named Additional Interest pursuant to Section 4 hereof unless and until such holder shall have provided all such reasonably requested information. Each holder of Registrable Notes as a selling securityholder in or have the Registrable Securities held by it covered in a to which any Shelf Registration Statement. The Statement is being effected agrees to furnish promptly to the Company shall use its reasonable best efforts and Holdings all information required to ensure that none of be disclosed in order to make information previously furnished to the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration StatementCompany and Holdings by such Holder not materially misleading.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”"FILING DEADLINE DATE") ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a “Shelf Registration Statement”"SHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”"INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one-one hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, by the date (the “"Filing Deadline Date”") ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date (the "Effectiveness Deadline Date") that is one-one hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company Issuers shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the SEC no later than a date (the “Filing Deadline Date”) ninety (90) calendar which is 90 days after the Issue Date (the "Filing Deadline Date, ") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering relating to the resale offer and sale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Issuers. The Company Issuers shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by no later than the date (the "Effectiveness Deadline Date") that is one-hundred and eighty (180) calendar 180 days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement became effective shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than laws not generally applicable to all such Holders). No Holder that is not an Election Notwithstanding the foregoing, no Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a by such Shelf Registration StatementStatement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. The Company shall use its reasonable best efforts to ensure that Except as described in the Offering Memorandum, none of the Company’s Issuers' securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s Issuers' securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement; provided that in no event will such methods of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”)) that is one hundred eighty (180) days after the Issue Date, and and, to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar Commission on or prior to 180 days after the Issue Closing Date, a Registration Statement for an offering to be made on a delayed or continuous basis shelf registration statement pursuant to Rule 415 of under the Securities Act (a “as may then be amended) (the "Shelf Registration Statement”") registering on Form S-1 or Form S-3, if the resale from time use of such form is then available and as determined by the Company, to time cover resales of Transfer Restricted Securities by the Holders thereof who satisfy certain conditions relating to the provision of all of information in connection with the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall In order for their Transfer Restricted Securities to be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth included in the Initial Shelf Registration Statement, the Holders of such Transfer Restricted Securities shall have provided the representations required pursuant to Section 3(g) hereof. The Company shall use its reasonable best efforts to cause the Initial such Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder Commission on or prior to 225 days after the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration StatementClosing Date. The Company shall use its reasonable best efforts to ensure keep such Shelf Registration Statement continuously effective for a period ending three years from the effective date thereof or such shorter period that none will terminate when each of the Company’s securityholders (other than Transfer Restricted Securities covered by the Holders Shelf Registration Statement shall cease to be a Transfer Restricted Security. The Company further agrees to use its reasonable best efforts to prevent the happening of Registrable Securities) shall have any event that would cause the right Shelf Registration Statement to include contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to be not effective and usable for resale of the Company’s securities in Transfer Restricted Securities during the period that such Shelf Registration Statement is required to be effective and usable. Upon the occurrence of any event that would cause the Shelf Registration Statement (i) to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) to be not effective and usable for resale of Transfer Restricted Securities during the period that such Shelf Registration Statement is required to be effective and usable, the Company shall as promptly as practicable file an amendment to the Shelf Registration Statement, in the case of clause (i), correcting any such misstatement or omission, and in the case of either clause (i) or (ii), use its best efforts to cause such amendment to be declared effective and such Shelf Registration Statement to become usable as soon as practicable thereafter. Notwithstanding anything to the contrary in this Section 3, subject to compliance with Sections 4 and 5(b), if applicable, the Company may prohibit offers and sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement at any time if (A) (i) it is in possession of material non-public information, (ii) the Board of Directors of the Company or the Executive Committee thereof determines (based on advice of counsel) that such prohibition is necessary in order to avoid a requirement to disclose such material non-public information and (iii) the Board of Directors of the Company or the Executive Committee thereof determines in good faith that disclosure of such material non-public information would not be in the best interests of the Company and its shareholders or (B) the Company has made a public announcement relating to an acquisition or business combination transaction including the Company and/or one or more of its subsidiaries (i) that is material to the Company and its subsidiaries taken as a whole and (ii) the Board of Directors of the Company or the Executive Committee thereof determines in good faith that offers and sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement prior to the consummation of such transaction (or such earlier date as the Board of Directors or the Executive Committee thereof shall determine) is not in the best interests of the Company and its shareholders (the period during which any such prohibition of offers and sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement is in effect pursuant to clause (A) or (B) of this subparagraph (a) is referred to herein as a "Suspension Period"). A Suspension Period shall commence on and include the date on which the Company provides written notice to Holders of Transfer Restricted Securities covered by the Shelf Registration Statement that offers and sales of Transfer Restricted Securities cannot be made thereunder in accordance with this Section 3 and shall end on the date on which each Holder of Transfer Restricted Securities covered by the Shelf Registration Statement either receives copies of a Prospectus Supplement contemplated by Section 5(b) or is advised in writing by the Company that offers and sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement and use of the Prospectus may be resumed.

Shelf Registration. (a) (i) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days SEC as soon as practicable after the Issue Date, Closing Date a Registration Statement registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by the Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”"SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration permit resales of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial manner or manners designated by them (including, without limitation, one or more underwritten offerings, subject to Section 2(c) hereof, and including any offering or distribution of Registrable Securities pursuant to the terms of any convertible or other security of any Holder or IR, including, without limitation, any DECs or other similar securities (the "RELATED SECURITIES")). The Company shall not permit any securities other than Registrable Securities or Company Common Stock to be sold for its own account to be included in the Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days as soon as practicable after the Issue Date (the “Effectiveness Deadline Closing Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none cause the Shelf Registration Statement to remain continuously effective under the Securities Act for a period ending on the earliest of (i) the Company’s securityholders date on which all Registrable Securities which have not theretofore been sold to the public pursuant to the Shelf Registration Statement could be sold to the public pursuant to paragraph (other than k) of Rule 144 under the Securities Act, (ii) the date on which there cease to be any Registrable Securities outstanding and (iii) the date when all the Registrable Securities have been sold to the public pursuant to such registration statement in accordance with the intended method of distribution thereof. Subject to Section 2(c), if one or more Holders of proposes to sell Registrable Securities) shall have the right Securities in an underwritten offering pursuant to include any of the Company’s securities in the Shelf Registration Statement, such Holder or Holders may request the Company in writing to effect such underwritten offering by supplement or amendment to the Shelf Registration Statement, stating the number of Registrable Securities proposed to be sold, and the Company shall effect such underwritten offering subject to the terms of this Agreement. The Company will pay all Registration Expenses in connection with any registration pursuant to this Section 2.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by SEC no later than the date (the “Filing Deadline DateDeadline”) ninety (90) calendar that is 270 days after the Issue Date, a Registration Statement registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the a “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another any appropriate form permitting registration of such the Registrable Securities for resale by such Holders in accordance with the methods of distribution elected Holders. Each Shelf Registration Statement that is filed on Form S-3 shall be designated by the Holders Company as an Automatic Shelf Registration Statement but only if the Company is then eligible to file an Automatic Shelf Registration Statement on Form S-3 for the purposes contemplated by this Agreement. If the Company is eligible pursuant to Rule 430B(b) to omit from the related Prospectus the identities of selling securityholders and set forth the amounts of securities to be registered on their behalf, the Company shall prepare and file each Shelf Registration Statement in a manner as to permit such omission and to allow for the subsequent filing of such information in a Prospectus pursuant to Rule 424(b) in the Initial Shelf Registration Statementmanner contemplated by Rule 430B(d). The Company shall use its reasonable best efforts to cause the Initial a Shelf Registration Statement to be declared effective under the Securities Act by no later than the date (the “Effectiveness Deadline”) that is one-hundred and eighty (180) calendar 300 days after the Issue Date (Date, and, subject to the “Effectiveness Deadline Date”)provisions hereof, and to keep the Initial a Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At Each Holder that became a Notice Holder within 20 days of receiving notice from the time Company pursuant to Section 3(c) below of the Initial Company’s intention to file the Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such the Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders security holders (other than the Holders of Registrable SecuritiesHolders) shall have the right to include any of the Company’s securities in the a Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “Filing Deadline DateDeadline”) ninety (90) calendar 90 days after the Issue Date, a Registration Statement registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the a “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such the Registrable Securities for resale by such the Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. If the Company is eligible pursuant to Rule 430B(b) to omit from the related Prospectus the identities of selling securityholders and the amounts of securities to be registered on their behalf, the Company shall prepare and file each Shelf Registration Statement in a manner as to permit such omission and to allow for the subsequent filing of such information in a Prospectus pursuant to Rule 424(b) in the manner contemplated by Rule 430B(d). The Company shall use its reasonable best efforts to cause the Initial a Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the “Initial Effectiveness Deadline”) that is one-hundred and eighty (180) calendar 180 days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial a Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At Each Holder that became a Notice Holder (i) within 20 days of receiving a Notice and Questionnaire from the time Company or (ii) if later, prior to the Initial filing of the initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such the Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders security holders (other than the Holders of Registrable SecuritiesHolders) shall have the right to include any of the Company’s securities in the a Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file ------------------ file, or cause to be prepared and filed filed, with the CommissionSEC, as soon as practicable but in any event by the date (the “"Filing Deadline Date”") ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written agreement of the Company. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Effectiveness Deadline Date") that is one-two hundred and eighty ten (180210) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders of the Company (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities of the Company in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, by on or before the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement, subject to the limitations set forth in Section 8(j). The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by on or before the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”)) that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The On or before 180 days after the date hereof, the Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the date SEC a “shelf” registration statement (the “Filing Deadline DateShelf Registration Statement”) ninety (90) calendar days after on the Issue Date, a Registration Statement appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of covering all of the Registrable Securities (Securities, which registration statement shall consist of a resale prospectus comprising part of the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be Company’s registration statement on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance S-8 with respect to the methods of distribution elected by Purchased Shares and the Holders and set forth in the Initial Shelf Registration StatementOptioned Shares. The Company shall use its reasonable best efforts to cause have the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial such Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration later of (i) the Effectiveness Period. At date which is 36 months following the time date upon which the Initial Shelf Registration Statement is declared becomes effective, each Holder that became and (ii) the date which is three months after the date on which the Investor ceases to be an Election Holder on Affiliate of the Company in the opinion of counsel for the Company. Any holder of Registrable Securities (individually, a “Holder,” and collectively, the “Holders”) shall be permitted to withdraw all or any part of the Registrable Securities from a Shelf Registration Statement at any time prior to the effective date ten (10) Business Days prior to of such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts agrees, subject to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right Section 4(j), if necessary, to include any of the Company’s securities in supplement or amend the Shelf Registration Statement, as 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 or as requested (which request shall result in the filing of a supplement or amendment) by any holder of Registrable Securities to which such Shelf Registration Statement relates, and the Company agrees to furnish to such holders, such holders’ counsel and any managing underwriter copies of any such supplement or amendment prior to its being used and/or filed with the SEC. A registration statement will not be deemed to have been effected as a Shelf Registration Statement unless such Shelf Registration Statement has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, however, that if, after a Shelf Registration Statement has been declared effective, the offering of Registrable Securities pursuant to such Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Shelf Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Shelf Registration Statement may legally resume. If a Shelf Registration Statement is deemed not to have been effected, then the Company shall continue to be obligated to effect such Shelf Registration Statement pursuant to this Section 2.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and as promptly as practicable ------------------ file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, SEC a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Securities Act then Registrable Notes (a “the "Shelf Registration Statement”) registering "). If the resale from time to time by Holders thereof of all of Company shall not have yet filed ---------------------------- the Registrable Securities (the “Initial Shelf Exchange Offer Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with , the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to file with the SEC the Shelf Registration Statement on or prior to the Filing Date and shall use its best efforts to cause the Initial such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effec- tiveness Date. Otherwise, the Company shall use its best efforts to file with the SEC the Shelf Registration Statement within 60 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter. The Shelf Registration Statement shall be on Form F-1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the date that is one-hundred and eighty (180) calendar days after manner or manners designated by them or the Issue Date (the “Effectiveness Deadline Date”)Initial Purchaser, as applicable, and to keep the Initial set forth in such Shelf Registration Statement (including, without limitation, one or more underwritten offerings). The Company shall not permit any Subsequent securities other than the Registrable Notes to be included in any Shelf Registration. The Company shall use its best efforts to keep the Shelf Registration Statement) Statement continuously effective under the Securities Act until two years after the expiration Issue Date (or, if Rule 144(k) under the Securities Act is amended to permit unlimited resales by non- affiliates within a lesser period, such lesser period) (subject to extension pursuant to the last paragraph of Section 5 hereof) (the "Effectiveness Period. At ") or such shorter period -------------------- ending when (i) all Registrable Notes covered by the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder have been sold in the Initial Shelf Registration Statement manner set forth and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities contemplated in the Shelf Registration StatementStatement or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes has been declared effective under the Securities Act.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, by on any date which is (i) after the earlier of (x) the date on which all of the Optional Securities (as defined in the Purchase Agreement) have been issued and (y) the date which is 30 days after the Issue Date, and (ii) on or before the date (the “"Filing Deadline Date”") which is ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that as promptly as is one-practicable but in any event within one hundred and eighty (180) calendar days after the Issue Date (the “"Effectiveness Deadline Date”"), and and, subject to Section 3(i), to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder and that has provided the Company with an Election Holder appropriately completed Notice and Questionnaire, in each case on or prior to the date ten that is five (105) Business Days prior to such time of effectiveness of the Initial Shelf Registration Statement, shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus Prospectus, in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “"Filing Deadline Date”") ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one-two hundred and eighty ten (180210) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled Subject to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that following sentence, none of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement. No provision in this Agreement shall prohibit or otherwise restrict the Company's compliance with the Registration Rights Agreement dated April 4, 2002 between the Company and the investors named therein (the "PKL Agreement") and the Company may, if required to do so by such investors pursuant to their rights under the PKL Agreement, include Common Stock held by such investors for registration in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “"Filing Deadline Date”") that is ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the “rules and regulations of the SEC, then registering all Registrable Securities held by Notice Holders) (the "Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-1 or S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders Holders, approved by the Company, and set forth in the Initial Shelf Registration StatementStatement (provided, however, that in no event will such methods of distribution take the form of an underwritten offering of Registrable Securities without the Company's prior agreement). The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one-one hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration StatementStatement (as hereinafter defined)) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date April 8, 2002 (the “"Filing Deadline Date”) ninety (90) calendar days after the Issue Date"), a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one-one hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement unless the Holders of Registrable Securities have first had an opportunity to include all Registrable Securities held by such Holders in such Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file file, or cause to be prepared and filed filed, with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue DateSEC, a Registration Statement (the “Initial Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the “Initial Shelf Registration Statement”rules and regulations of the SEC, then registering the resale from time to time by Notice Holders of their Registrable Securities). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting provide for the registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by indicated in their Notice and Questionnaires (provided, however, that in no event will such methods of distribution take the Holders and set forth form of an underwritten offering of Registrable Securities without the Company’s prior written consent, which the Company may withhold in its sole discretion). In no event shall the Initial Shelf Registration StatementStatement be filed with the SEC prior to completion of the offering of the Notes contemplated by the Purchase Agreement. The Company shall use its commercially reasonable best efforts to (i) cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), ) that is two hundred and to ten (210) days after the Issue Date and (ii) keep the Initial Shelf Registration Statement (or and any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness PeriodPeriod (except to the extent permitted under Section 3(j)). At the time the Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that became an Election a Notice Holder on or prior to before the fifth (5th) Business Day before the date ten (10) Business Days prior to of such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Notice Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none Act, assuming the accuracy of the Companyinformation in such Notice Holder’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration StatementNotice and Questionnaire.

Shelf Registration. (a) The Company and the Guarantor shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by SEC no later than a date which is ninety (90) days after the date Issue Date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 S‑3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company and the Guarantor shall use its their reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by no later than the date (the “Effectiveness Deadline Date”) that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep keep, subject to Section 3(i)(A) hereof, the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement became effective shall be named as a selling securityholder security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than laws not generally applicable to all such Holders). No Holder that is not an Election Notwithstanding the foregoing, no Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a by such Shelf Registration StatementStatement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. The Neither the Company nor the Guarantor shall use permit any of its reasonable best efforts to ensure that none of the Company’s securityholders security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s or the Guarantor’s securities in the Shelf Registration Statement (or any subsequent Shelf Registration Statement).

Shelf Registration. (a) The Subject to Section 2.11 hereof, the Company shall use its reasonable best efforts to prepare and file or cause not later than fourteen (14) months after the consummation date of the Company’s initial public offering, a “shelf” registration statement with respect to be prepared and filed with the Commission, resale of the Registrable Securities (“Resale Shelf Registration”) by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a the “Resale Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Resale Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Resale Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days Commission as promptly as reasonably practicable after the Issue Date (the “Effectiveness Deadline Date”)filing thereof, and, subject to Sections 2.1(d) and 2.11 hereof, to keep the Initial such Resale Shelf Registration Statement (or any Subsequent continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness PeriodStatement are no longer Registrable Securities. At the time the Initial Resale Shelf Registration Statement is declared effective, each Holder that became an Election Holder has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Resale Shelf Registration Statement and the related Prospectus prospectus in such a manner as to permit such Holder to deliver such Prospectus prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled If required by applicable law, subject to be named as a selling securityholder in or have the Registrable Securities held by it covered in a terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement. The , the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less frequently than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right cause any post-effective amendment to include any of the Company’s securities in the such Resale Shelf Registration StatementStatement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) The Company and the Guarantor shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by SEC no later than a date which is one-hundred and twenty (120) days after the date Issue Date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company and the Guarantor shall use its their reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by no later than the date (the “Effectiveness Deadline Date”) that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep keep, subject to Section 3(i)(A) hereof, the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement became effective shall be named as a selling securityholder security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than laws not generally applicable to all such Holders). No Holder that is not an Election Notwithstanding the foregoing, no Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a by such Shelf Registration StatementStatement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. The Neither the Company nor the Guarantor shall use permit any of its reasonable best efforts to ensure that none of the Company’s securityholders security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s or the Guarantor’s securities in the Shelf Registration Statement (or any subsequent Shelf Registration Statement).

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file file, or cause to be prepared and filed filed, with the CommissionSEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”) that is ninety (90) calendar days after the Issue Date, a Registration Statement or a prospectus supplement to a prospectus contained in an existing Automatic Shelf Registration Statement, if available (in either case, the “Initial Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the “Initial Shelf Registration Statement”rules and regulations of the SEC, then registering the resale from time to time by Notice Holders of their Registrable Securities). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting provide for the registration of such Registrable Securities for resale by such Holders in accordance with the methods any reasonable method of distribution elected by the Holders and set forth Holders, provided that in no event may such resales take the form of an underwritten offering of Registrable Securities without the prior agreement of the Company. In no event shall the Initial Shelf Registration Statement be filed with the SEC prior to completion of the offering of the Notes contemplated by the Purchase Agreement. If the Initial Shelf Registration Statement is not an Automatic Shelf Registration Statement or a prospectus supplement to a prospectus contained in an existing Automatic Shelf Registration Statement. The , the Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act as promptly as practicable but in any event by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and ) that is one hundred eighty (180) days after the Issue Date. The Company shall use its commercially reasonable efforts to keep the Initial Shelf Registration Statement (or and any Subsequent Shelf Registration Statement) continuously effective under the Securities Act from the date the Shelf Registration Statement is declared effective until the expiration earlier of (i) the thirty-fifth (35th) Trading Day immediately following the maturity date of the Effectiveness PeriodNotes and (ii) the date upon which there are no Notes or Registrable Securities outstanding. At the time the Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that became an Election a Notice Holder on or prior to before the 15th day before the date ten (10) Business Days prior to of such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, by as soon as practicable but in any event on or before the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by as promptly as is practicable but in any event on or before the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”)) that is one hundred eighty (180) days after the Issue Date, and and, subject to the Company’s right to suspend the use of a Registration Statement pursuant to Section 3(h) hereof, to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder holder shall be entitled to be named as a selling securityholder in the Initial Shelf Registration Statement or have to use the Prospectus forming a part thereof for offers or resales of Registrable Securities held by it covered in unless such holder is a Shelf Registration StatementNotice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company and each Guarantor shall use its reasonable best efforts to prepare and file file, or cause to be prepared and filed filed, with the CommissionSEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”) ninety that is one hundred and twenty (90120) calendar days after the Issue Date, a Registration Statement (the “Initial Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the “Initial Shelf Registration Statement”rules and regulations of the SEC, then registering the resale from time to time by Notice Holders of their Registrable Securities). The Initial Shelf Registration Statement shall be on Form S-1 or Form S-3 or another appropriate form permitting and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with the methods any reasonable method of distribution elected by such Holders; provided that if the Holders Company and set forth in the Guarantors are then eligible to file an Initial Shelf Registration StatementStatement on form S-3ASR, the Company shall file such Initial Shelf Registration Statement on such form. The Company and the Guarantors shall use its their reasonable best efforts to (i) cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act as promptly as practicable but in any event by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), ) that is two hundred and to ten (210) days after the Issue Date and (ii) keep the Initial Shelf Registration Statement (or and any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that became an Election a Notice Holder on or at least five (5) business days prior to the date ten (10) Business Days prior to of such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file file, or cause to be prepared and filed filed, with the CommissionSEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”"FILING DEADLINE DATE") ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”"SHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”"INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written agreement of the Company. The Company shall use its all reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is one-two hundred and eighty ten (180210) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders of the Company (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities of the Company in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, SEC as soon as practicable but in any event by the date no later than a date which is ninety (90) days after the Issue Date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration StatementStatement provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable but in any event by the date that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”)) that is one hundred and eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act (subject to Section 3(i)) until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten five (105) Business Days prior to such time of effectiveness shall be named as a selling securityholder security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than non-Blue Sky laws that are not generally applicable to all such holders). No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company Issuer shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “"Filing Deadline Date”") that is ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company Issuer shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one-one hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”, and, subject to Section 3(h), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as holders of a selling securityholder in or have security issued by the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders Issuer (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities such security in the Shelf Registration Statement. On or after the date hereof, the Issuer agrees to use its reasonable best efforts to obtain a waiver from Getty Investments L.L.C. ("Getty Investments") to comply with the foregoing, if necessary, with respect to the registration rights of Getty Investments pursuant to the Registration Rights Agreement, dated February 9, 1998, between Getty Investments and the Issuer.

Shelf Registration. (a) The On or prior to the Filing Date the Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, Commission a "Shelf" Registration Statement covering all Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”)415. The Initial Shelf Registration Statement shall be on Form S-3 or another promulgated under the Securities Act (or, if the Company is not permitted to register the resale of the Registrable Securities on Form S-3, the Registration Statement shall be on such other appropriate form permitting registration in accordance herewith as the Holders of such a majority in interest of the Registrable Securities for resale may consent). The Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such Holders indeterminate number of Common Stock as may be required to effect conversion of the shares of Preferred Stock (and payment of dividends thereon) or exercise of the Warrants, in each case to prevent dilution resulting from stock splits, stock dividends or similar events, or by reason of changes in the Conversion Price in accordance with the methods terms of distribution elected by the Holders and set forth Certificate of Designation (as defined in the Initial Shelf Registration StatementPurchase Agreement) or by reason of changes in the Exercise Price (as defined in the Warrants) in accordance with the terms of the Warrants. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-hundred and eighty (180) calendar days as promptly as possible after the Issue Date (filing thereof, but in any event prior to the “Effectiveness Deadline Date”), and shall use its best efforts to keep the Initial Shelf such Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of date which is three years after the Effectiveness Period. At the time the Initial Shelf date that such Registration Statement is declared effectiveeffective by the Commission or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, each Holder that became an Election Holder on or prior as determined by the counsel to the date ten (10) Business Days prior Company pursuant to a written opinion letter to such time of effectiveness effect, addressed and acceptable to the Company's transfer agent (the "Effectiveness Period"). The --------------------- Company shall not be named as a selling securityholder deemed to have used its best efforts to keep the Registration Statement effective during the Effectiveness Period if it voluntarily takes any action that would result in the Initial Shelf Holders not being able to sell all of the Registrable Securities covered by such Registration Statement during the Effectiveness Period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is Commission has not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by declared it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statementeffective.

Shelf Registration. (a) The Company and the Guarantor shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the SEC no later than a date (the “Filing Deadline Date”) which is ninety (90) calendar days after the Issue Date (the "Filing Deadline Date, ") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company and the Guarantor. The Company and the Guarantor shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date (the "Effectiveness Deadline Date") that is one-two hundred and eighty ten (180210) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period subject to the rights of the Company and the Guarantor under Section 3(i) to create a Deferral Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) 10 Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw under ordinary circumstances, subject to compliance with blue sky laws. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s 's securityholders (other than the Holders of Registrable Securities) nor the Guarantor's securityholders shall have the right to include any of the Company’s 's or Guarantor's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “"Filing Deadline Date”") ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 F-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders Holders, approved by the Company, and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one-one hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and (subject to its rights and obligations during any Deferral Period) to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s 's securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company Companies shall use its reasonable best efforts to prepare and file file, or cause to be prepared and filed filed, with the CommissionSEC, as soon as practicable but in any event by the date (the “"Filing Deadline Date”") ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Companies. The Company Companies shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Effectiveness Deadline Date") that is one-two hundred and eighty ten (180210) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders of either of the Companies (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities of any of the Companies in the Shelf Registration Statement.

Shelf Registration. (a) The Company Issuers and the Guarantors shall use its reasonable best efforts to prepare and promptly file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, SEC a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of covering all of the Registrable Securities (the “Initial Shelf Registration StatementRegistration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by the Holders and set forth in the Initial Shelf Registration Statementthem (including, without limitation, one or more underwritten offerings). The Company Issuers and the Guarantors shall use its their respective commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by on or prior to the date that is one-hundred and eighty (180) calendar days after the Issue Effectiveness Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration earliest of (i) 360 days after the Effectiveness Period. At date that the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election Holder on or prior to (ii) such shorter period ending when all Registrable Securities covered by the date ten (10) Business Days prior to such time of effectiveness shall be named Initial Shelf Registration have been sold in the manner set forth and as a selling securityholder contemplated in the Initial Shelf Registration Statement and or, if applicable, a Subsequent Shelf Registration or (iii) the related Prospectus date upon which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in such a manner as respect of the Initial Shelf Registration 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. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Holder Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to deliver either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such Prospectus to purchasers of Registrable Securities in accordance with action is required by applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company Parent shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the SEC on a date (the “Filing Deadline Date”) no later than ninety (90) calendar days after the Issue Date (the "Filing Deadline Date"), a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written agreement of the Parent. The Company Parent shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date (the "Effectiveness Deadline Date") that is one-one hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act (subject to Section 3(i)) until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective; provided, each Holder however, that became an Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election no Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a by such Shelf Registration StatementStatement unless such Holder shall have provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders Parent's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s Parent's securities in the Shelf Registration Statement, except that the Parent may include in the Shelf Registration Statement the Common Stock registrable pursuant to the registration rights agreement to be entered into in connection with the purchase by Eaton Vance Acquisitions of 80% of the equity of Fox Asset Management, Xxx.

Shelf Registration. (a) The Subject to the provisions of Section 3, the ------------------ Company agrees that it shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, by no later than the date that is 10 months after the closing of the Transaction, a registration statement (the “Filing Deadline Date”"Pre-Exercise Registration Statement") ninety (90) calendar days after on any form for which the Issue Date, a Registration Statement Company then qualifies and the Company considers appropriate and which is available for an offering to be made on a delayed or continuous basis resales of the Restricted Stock pursuant to Rule 415 of the General Rules and Regulations of the SEC promulgated under the Securities Act or, in the event that the SEC does not permit the Company to register the Restricted Stock pursuant to the Registration Statement prior to the exercise of the Warrants, the Company agrees that, upon written notice from JEDI, it shall prepare and file a registration statement (the "Post-Exercise Registration Statement") on any form for which the Company then qualifies and the Company considers appropriate and which is available for resales of the Restricted Stock pursuant to Rule 415 of the General Rules and Regulations of the SEC promulgated under the Securities Act (a “Shelf the Pre-Exercise Registration Statement and the Post- Exercise Registration Statement are collectively referred to as the "Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration Subject to the provisions of such Registrable Securities for resale by such Holders in accordance with Section 3, the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall further agrees to use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under as soon as practicable thereafter and to use its reasonable efforts to cause the Securities Act by Registration Statement to continue to be effective until the earlier of (i) the date that is onethe third anniversary of the closing of the Transaction and (ii) the first date on which there are not remaining any shares of Restricted Stock. Prior to the filing of either the Pre-hundred Exercise Registration Statement or the Post-Exercise Registration Statement, the Company shall request from each Holder the number of shares of Restricted Stock desired to be included in such Registration Statement by such Holder; provided that the Company shall only be required to include in the Post-Exercise Registration Statement shares of Restricted Stock that have been issued by the Company pursuant to the exercise of Warrants prior to the filing of the Post- Exercise Registration Statement. Subject to the provisions of this Section 2 and eighty of Section 3 below, the Company will include in the Registration Statement all shares of Restricted Stock with respect to which the Company has received written requests for inclusion therein within twenty (18020) calendar days after the Issue Date (receipt by the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each applicable Holder that became an Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than 's notice. Each such request from a Holder will specify the number of shares of Restricted Stock to be registered. Unless the Holder or Holders of Registrable Securities) a majority of the Restricted Stock to be registered in the Registration Statement shall have consent in writing, the right to Company shall not include any of other securities under the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the date (the “Filing Deadline Date”) ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration Statement”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date that is one-one hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an a Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an a Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company and the Guarantors shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, by the SEC no later than a date (the “Filing Deadline Date”) which is ninety (90) calendar days after the Issue Date (the "Filing Deadline Date, ") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company and the Guarantors shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by no later than the date (the "Effectiveness Deadline Date") that is one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Each Holder that became an Election a Notice Holder on or prior to the date ten (10) 10 Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement became effective shall be named as a selling securityholder security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than laws not generally applicable to all such Holders). No Holder that is not an Election Notwithstanding the foregoing, no Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a by such Shelf Registration StatementStatement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the CommissionSEC, as soon as practicable but in any event by the date (the “"Filing Deadline Date”") ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “"Shelf Registration Statement”") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “"Initial Shelf Registration Statement”"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one-one hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became an Election a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none None of the Company’s securityholders 's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s 's securities in the Shelf Registration Statement. The Holders acknowledge that the filing of a separate registration statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale of shares of Common Stock held by, or issuable upon conversion of outstanding securities held by, PSV, LP (the "PSV Shelf Registration Statement") will not be deemed to be a breach of this Agreement.