Common use of Demand Shelf Registration Clause in Contracts

Demand Shelf Registration. (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if the Company is not then eligible to register the Registrable Securities for resale on Form S-3, such registration shall be on another appropriate form in accordance herewith, which form shall be reasonably acceptable to the Holders). Subject to the last paragraph in Section 3 of this Agreement, the Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until the date which is three years after the Original Issue Date 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 as determined by counsel to the Company (which may be counsel employed by the Company) (the "Effectiveness Period"). If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible exceeds the number of shares of Common Stock initially registered in respect of the Preferred Stock, the Company shall have 30 Business Days to file such additional Registration Statement. Once a Registration Statement filed pursuant to this Section 2(a) is declared effective by the Commission, the holders of the Preferred Stock shall not have the right to make any additional demands for registration under this Section 2(a), other than demands to register additional shares of Common Stock in the circumstances set forth in the preceding sentence. (b) If the Holders of a majority of the Registrable Securities so elect, the offering of Registrable Securities pursuant to the Registration Statement may be effected in the form of an Underwritten Offering, certain costs and expenses of which will be paid in accordance with Section 4(b) hereof. The Company will not be required to effect more than one Underwritten Offering under this Agreement and shall not be required to effect an Underwritten Offering unless at the time of a written request of the Holders electing an Underwritten Offering the average daily trading volume of the Common Stock on The Nasdaq National Market (or any other market or quotation system on which the Company's Common Stock is then quoted or listed) during the period of 60 days immediately prior to such request shall be less than 50,000 shares. In such event, and if the managing underwriters advise the Company and such Holders in writing that in their opinion the amount of Registrable Securities proposed to be sold in such Underwritten Offering exceeds the amount of Registrable Securities which can be sold in such Underwritten Offering, there shall be included in such Underwritten Offering the amount of such Registrable Securities which in the opinion of such managing underwriters, including any securities to be sold in accordance with the Other Registration Rights Agreements, can be sold, and such amount shall be allocated pro rata among the Holders proposing to sell Registrable Securities in such Underwritten Offering and the holders of the other securities required to be included in such registration statement pursuant to the Other Registration Rights Agreements. (c) If any of the Registrable Securities are to be sold in an Underwritten Offering, the managing underwriter that will administer the offering (which managing underwriter shall be of national standing and reputation) will be selected by the participating

Demand Shelf Registration. (a) On Subject to Section 2(f), from time to time, on or prior to the 60th day (or, if such date is not a Trading Day, the next Trading Day following such 60th day) (the "Filing Date") after the delivery to Xpedior by Holders of a majority in interest of the Registrable Securities of a notice (the "Demand Notice") demanding that Xpedior register such Holders' Registrable Securities, the Company Xpedior shall prepare and file with the Commission SEC a "Shelfshelf" Registration Statement covering all or any portion of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415415 under the Securities Act; provided, however, that the Holders may only deliver three Demand Notices pursuant to this Section 1. The Such Registration Statement shall be on Form S-3 (or or, if the Company Xpedior is not then eligible to register the Registrable Securities for resale on Form S-3, such registration Registration Statement shall be on another appropriate form in accordance herewith, which form shall be reasonably acceptable to the Holders). Subject to the last paragraph in Section 3 of this Agreement2(f), the Company Xpedior shall use its reasonable best efforts to cause the such Registration Statement to be declared effective under the Securities Act as promptly as possible within 120 days after the filing thereofdelivery of the applicable Demand Notice, but in any event no later than the date which is the earlier of the fifth day after (i) Xpedior is advised by the SEC that the SEC has no additional comments to such Registration Statement, and (ii) Xpedior receives a "no review" notice from the SEC (or, if such date is not a Trading Day, the next Trading Day following such date) (in each case, the "Effectiveness Date"), and to keep such Registration Statement continuously effective under the Securities Act until the date which is three two years after the Original Issue applicable Effectiveness Date 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 under the Securities Act, as determined by counsel to the Company Xpedior (which may be counsel employed by the Company) (in each case, the "Effectiveness Period"). If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Series B Preferred Stock is convertible exceeds the number of shares of Common Stock initially registered in respect of the Series B Preferred Stock, the Company subject to Section 2(f) Xpedior shall have 30 Business Trading Days to file such additional Registration Statement. Once a the third Registration Statement filed pursuant to this Section 2(a1(a) is declared effective by the CommissionSEC, the holders Holders of the Series B Preferred Stock shall not have the right to make any additional demands for registration under this Section 2(a1(a), other than demands to register additional shares of Common Stock in the circumstances set forth in the preceding sentence. (b) If the Holders of a majority of the Registrable Securities so elect, the an offering of Registrable Securities pursuant to the a Registration Statement may be effected in the form of an Underwritten Offering, certain costs and expenses of which will be paid in accordance with Section 4(b) hereof3(b), provided that a managing underwriter is selected pursuant to Section 1(c). The Company will Xpedior shall not be required to effect more than one three Underwritten Offering Offerings under this Agreement and shall not be required to effect an Underwritten Offering unless at the time of a written request of the Holders electing an Underwritten Offering the average daily trading volume of the Common Stock on The the Nasdaq National Market (or any such other market or quotation system on which the CompanyXpedior's Common Stock is then quoted or listed) during the period of 60 days immediately prior to such request shall be less than 50,000 sharesshares (subject to adjustment for stock splits, reverse stock splits, recapitalizations and similar events). In such event, and if the managing underwriters advise the Company underwriter advises Xpedior and such Holders in writing that in their its opinion the amount of Registrable Securities proposed to be sold in such Underwritten Offering exceeds the amount of Registrable Securities which can be sold in such Underwritten Offering, there shall be included in such Underwritten Offering only the amount of such Registrable Securities which in the opinion of such managing underwriters, including any securities to be sold in accordance with the Other Registration Rights Agreements, underwriter can be sold, and such amount shall be allocated pro rata among the Holders proposing to sell Registrable Securities in such Underwritten Offering and the holders of the other securities required to be included in such registration statement pursuant to the Other Registration Rights AgreementsOffering. (c) If any of the Registrable Securities are to be sold in an Underwritten Offering, the managing underwriter that will administer the such offering (which managing underwriter shall be of national standing and reputation) will shall be selected by the participatingparticipating Holders with the consent of Xpedior, which consent shall not be unreasonably withheld, delayed or conditioned. No Holder may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell its Registrable Securities on the basis provided in any underwriting agreements described in Section 2(a)(xii), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such arrangements. No Holder may participate in any registration hereunder unless such Holder executes and delivers an agreement not to divulge any proprietary or confidential information of Xpedior or any of its subsidiaries which becomes known to such Holder in connection with any such registration.

Demand Shelf Registration. At the request of the Holders (afor purposes of this Section 2.2, each of Sony and ▇▇▇▇▇▇ shall be considered a "Holder") On or prior to holding Registrable Securities having a Fair Market Value of not less than $10 million (collectively, the Filing Date"Requesting Holders"), the Company shall notify (such notice a "Shelf Notification") each Holder not a Requesting Holder of the Company's intention to prepare and file with the Commission a "Shelf" Registration Statement covering all Registrable Securities for an offering to be made on a delayed or a continuous basis pursuant to Rule 415. The 415 (or any appropriate similar rule that may be adopted by the Commission) under the Securities Act covering all or a portion of the Registrable Securities, and shall thereafter prepare and file such Registration Statement (the "Demand Shelf Registration", and each of the Demand Shelf Registration, the Noteholder Shelf Registration and any other registration pursuant to Section 2.2(b), a "Shelf Registration"). Each Holder not a Requesting Holder shall notify the Company within ten (10) days of receipt of a Shelf Notification if it intends to include Registrable Securities held by it in such Demand Shelf Registration; otherwise, such Holder shall have no right to include its Registrable Securities in such Demand Shelf Registration. Each Shelf Registration shall be on a Form S-3 or another appropriate form (or if unless the Company is not then eligible to register Holders of the Registrable Securities offered thereby reasonably request a specific form) permitting registration of such Registrable Securities for resale on Form S-3by the Holders in the manner or manners reasonably designated by them (including, such registration shall be on another appropriate form in accordance herewithwithout limitation, which form shall be reasonably acceptable to the Holdersone or more underwritten offerings). Subject to the last paragraph in Section 3 For purposes of this AgreementSection 2.2, the Company term "Registrable Securities" shall use its reasonable best efforts to cause include the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until the date which is three years after the Original Issue Date 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 as determined by counsel to the Company (which may be counsel employed by the Company) (the "Effectiveness Period"). If an additional Registration Statement is required to be filed because the actual number of shares of Class A Common Stock into which the Preferred Stock is convertible exceeds the number of shares of Common Stock initially registered in respect issued upon exercise of the Preferred Stock, the Company shall have 30 Business Days to file such additional Registration Statement. Once a Registration Statement filed pursuant to this Section 2(a) is declared effective by the Commission, the holders of the Preferred Stock shall not have the right to make any additional demands for registration under this Section 2(a), other than demands to register additional shares of Common Stock in the circumstances set forth in the preceding sentenceSony Warrant. (b) If the Holders of a majority of the Registrable Securities so elect, the offering of Registrable Securities pursuant to the Registration Statement may be effected in the form of an Underwritten Offering, certain costs and expenses of which will be paid in accordance with Section 4(b) hereof. The Company will not be required to effect more than one Underwritten Offering under this Agreement and shall not be required to effect an Underwritten Offering unless at the time of a written request of the Holders electing an Underwritten Offering the average daily trading volume of the Common Stock on The Nasdaq National Market (or any other market or quotation system on which the Company's Common Stock is then quoted or listed) during the period of 60 days immediately prior to such request shall be less than 50,000 shares. In such event, and if the managing underwriters advise the Company and such Holders in writing that in their opinion the amount of Registrable Securities proposed to be sold in such Underwritten Offering exceeds the amount of Registrable Securities which can be sold in such Underwritten Offering, there shall be included in such Underwritten Offering the amount of such Registrable Securities which in the opinion of such managing underwriters, including any securities to be sold in accordance with the Other Registration Rights Agreements, can be sold, and such amount shall be allocated pro rata among the Holders proposing to sell Registrable Securities in such Underwritten Offering and the holders of the other securities required to be included in such registration statement pursuant to the Other Registration Rights Agreements. (c) If any of the Registrable Securities are to be sold in an Underwritten Offering, the managing underwriter that will administer the offering (which managing underwriter shall be of national standing and reputation) will be selected by the participating

Demand Shelf Registration. The Company shall take all action necessary to facilitate its eligibility under U.S. Securities Laws to use a Shelf Registration Statement. Six (a6) On or prior months following the date of this Agreement and subject to the Filing Dateterms herein, holders of a majority of the Registrable Securities then outstanding (the “Majority Holders”) may by written notice to the Company (a “Demand Notice”) request the Company to effect the Registration of all or part of the Registrable Securities owned by such Majority Holders and their respective Affiliates. Upon receipt of such a request, (i) the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering promptly (but in no event later than twenty (20) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities for an offering who shall then have twenty (20) days from the date such notice is given to notify the Company in writing of their desire to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 included in such registration, and (or if ii) the Company is not then eligible to register shall as soon as practicable, cause the Registrable Securities for resale on Form S-3, specified in such registration shall be on another appropriate form in accordance herewith, which form shall be reasonably acceptable Demand Notice and the Registrable Securities held by the other holders of Registrable Securities who gave such notice to the Holders)Company, to be Registered and/or qualified for sale and distribution in such jurisdictions as the Majority Holders may reasonably request. Subject to the last paragraph in Section 3 of this Agreement, the The Company shall use its reasonable best efforts to cause the such Registration Statement and/or qualification to be declared effective under the Securities Act complete as promptly soon as possible after the filing thereofpracticable, but in any no event no later than sixty (60) days, after receipt of the Effectiveness Date, and Demand Notice. The Company shall be obligated to keep such effect no more than two (2) Registrations requested by the Majority Holders under this Section 2.1; provided that a Registration Statement continuously effective shall not be deemed to have been effected under the Securities Act until the date which is three years after the Original Issue Date or such earlier date when this Section 2.1 unless (i) 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 counsel to the Company (which may be counsel employed by the Company) (the "Effectiveness Period"). If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible exceeds the number of shares of Common Stock initially registered in respect of the Preferred Stock, the Company shall have 30 Business Days to file such additional Registration Statement. Once a Registration Statement filed pursuant to this Section 2(a) is declared effective by the Commission, the holders of the Preferred Stock shall not have the right to make any additional demands for registration under this Section 2(a), other than demands to register additional shares of Common Stock in the circumstances set forth in such Demand Notice are Registered in such Registration and (ii) the preceding sentence. offering of Registrable Securities pursuant to such Shelf Registration is not subject to any stop order, injunction or other order or requirement of the Commission (b) If other than any such stop order, injunction, or other requirement of the Commission prompted by act or omission of the Holders of a majority of the Registrable Securities so elect, the offering of Registrable Securities pursuant requested to the Registration Statement may be effected in the form of an Underwritten Offering, certain costs and expenses of which will be paid in accordance with Section 4(b) hereofincluded therein). The Company will not be required to effect more than one Underwritten Offering under this Agreement and shall not be required to effect an Underwritten Offering unless at include in any Demand Registration any securities which are not Registrable Securities without the time of a prior written request consent of the Holders electing an Underwritten Offering the average daily trading volume of the Common Stock on The Nasdaq National Market (or any other market or quotation system on which the Company's Common Stock is then quoted or listed) during the period of 60 days immediately prior to such request shall be less than 50,000 shares. In such event, and if the managing underwriters advise the Company and such Holders in writing that in their opinion the amount of Registrable Securities proposed to be sold in such Underwritten Offering exceeds the amount of Registrable Securities which can be sold in such Underwritten Offering, there shall be included in such Underwritten Offering the amount of such Registrable Securities which in the opinion of such managing underwriters, including any securities to be sold in accordance with the Other Registration Rights Agreements, can be sold, and such amount shall be allocated pro rata among the Holders proposing to sell Registrable Securities in such Underwritten Offering and the holders of the other securities required to be included in such registration statement pursuant to the Other Registration Rights Agreements. (c) If any a majority of the Registrable Securities are requested to be sold in an Underwritten Offering, the managing underwriter that will administer the offering (which managing underwriter shall be of national standing and reputation) will be selected by the participatingincluded therein.

Demand Shelf Registration. (ai) On or prior Subject to this Section 2, at any time that the Filing DateCompany is eligible to use Form S-3, upon the written request of the Holder, the Company shall prepare and use reasonable best efforts to file with the Commission a "Shelf" following the receipt of such written request (the “Demand Notice”), one or more registration statements with respect to the Registrable Shares under the Securities Act (the “Shelf Registration Statement covering all Registrable Securities Statement”) for an the offering to be made on a continuous basis pursuant to Rule 415415 under the Securities Act (the “Demand Shelf Registration”). The If the Shelf Registration Statement shall be on Form S-3 (or if the Company is not then eligible to register automatically declared effective by the Registrable Securities for resale on Form S-3, such registration shall be on another appropriate form in accordance herewith, which form shall be reasonably acceptable to the Holders). Subject to the last paragraph in Section 3 of this AgreementCommission or does not automatically become effective, the Company shall use its reasonable best efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act Commission as promptly soon as possible practicable after the filing thereof, but in any event no later than the Effectiveness Date, and to keep such . The Shelf Registration Statement continuously effective under shall be on an appropriate form and the Securities Act until registration statement and any form of prospectus included therein (or prospectus supplement relating thereto) shall reflect the date which is three years after plan of distribution or method of sale as the Original Issue Date or such earlier date when Holder may from time to time notify the Company of. Following the receipt by the Company of the Demand Notice, all of the Registrable Securities covered by such Shares of the Holder shall be included in the Shelf Registration Statement have been sold without any further action unless a smaller number is requested or a dollar amount is registered. If not all of Holder’s Registrable Shares are included, Holder may submit subsequent Demand Notices. Other selling securityholders shall be sold without volume restrictions pursuant afforded seven (7) days to Rule 144 as determined by counsel decide to include Registrable Shares in proportion to the Company (which may be counsel employed by the Company) (the "Effectiveness Period"). If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible exceeds the number of shares of Common Stock initially registered in respect Registrable Shares of the Preferred StockHolder that are included. For the avoidance of doubt, the Company shall have 30 Business Days to file such additional Registration Statement. Once a may include in any Shelf Registration Statement filed that it files pursuant to this Section 2(a) is declared effective by the Commission, the holders any securities of the Preferred Stock shall not have the right to make any additional demands for registration under this Section 2(a), Company held by a Person other than demands to register additional shares of Common Stock in the circumstances set forth in the preceding sentence. (b) If the Holders of a majority of the Holder, provided that such securities would be Registrable Securities so elect, the offering of Registrable Securities pursuant to the Registration Statement may be effected in the form of an Underwritten Offering, certain costs and expenses of which will be paid in accordance Shares with Section 4(b) hereof. The Company will not be required to effect more than one Underwritten Offering under this Agreement and shall not be required to effect an Underwritten Offering unless at the time of a written request of the Holders electing an Underwritten Offering the average daily trading volume of the Common Stock on The Nasdaq National Market (or any other market or quotation system on which the Company's Common Stock is then quoted or listed) during the period of 60 days immediately prior respect to such request shall be less than 50,000 shares. In such event, and if the managing underwriters advise the Company and such Holders in writing that in their opinion the amount of Registrable Securities proposed to be sold in such Underwritten Offering exceeds the amount of Registrable Securities which can be sold in such Underwritten Offering, there shall be included in such Underwritten Offering the amount of such Registrable Securities which in the opinion of such managing underwriters, including any securities to be sold in accordance with the Other Registration Rights Agreements, can be sold, and such amount shall be allocated pro rata among the Holders proposing to sell Registrable Securities in such Underwritten Offering and the holders of the other securities required to be included in such registration statement pursuant to the Other Registration Rights AgreementsPerson. (c) If any of the Registrable Securities are to be sold in an Underwritten Offering, the managing underwriter that will administer the offering (which managing underwriter shall be of national standing and reputation) will be selected by the participating

Demand Shelf Registration. (ai) On or prior Subject to this Section 2, at any time that the Filing DateCompany is eligible to use Form S-3, upon the written request of the Holder, the Company shall prepare and use reasonable best efforts to file with the Commission a "Shelf" following the receipt of such written request (the “Demand Notice”), two (2) registration statements with respect to the Registrable Shares under the Securities Act (the “Shelf Registration Statement covering all Registrable Securities Statement”) for an the offering to be made on a continuous basis pursuant to Rule 415. The 415 under the Securities Act (the “Demand Shelf Registration”); provided that, the Company (i) shall only be obligated to use reasonable best efforts to file one (1) Shelf Registration Statement shall be on Form S-3 (or if the Company Holder has previously exercised its right to a Demand Registration once under Section 2(b) hereof and (ii) shall not be obligated to file any Shelf Registration Statement if the Holder has previously exercised its right to a Demand Registration twice under Section 2(b) hereof. If the Shelf Registration Statement is not then eligible to register automatically declared effective by the Registrable Securities for resale on Form S-3, such registration shall be on another appropriate form in accordance herewith, which form shall be reasonably acceptable to the Holders). Subject to the last paragraph in Section 3 of this AgreementCommission or does not automatically become effective, the Company shall use its reasonable best efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act Commission as promptly soon as possible practicable after the filing thereof, but in any event no later than the Effectiveness Date, and to keep such . The Shelf Registration Statement continuously effective under shall be on an appropriate form and the Securities Act until registration statement and any form of prospectus included therein (or prospectus supplement relating thereto) shall reflect the date which is three years after plan of distribution or method of sale as the Original Issue Date or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or Holder may be sold without volume restrictions pursuant from time to Rule 144 as determined by counsel to time notify the Company (which may be counsel employed by the Company) (the "Effectiveness Period")of. If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible exceeds the number of shares of Common Stock initially registered in respect Upon receipt of the Preferred StockDemand Notice, the Company shall have 30 Business Days use reasonable best efforts to file such additional with the Commission one (1) prospectus supplement for the offering to be made under a Shelf Registration Statement. Once a Following the receipt by the Company of the Demand Notice, all of the Registrable Shares of the Holder shall be included in the Shelf Registration Statement filed without any further action unless a smaller number is requested or a dollar amount is registered. If not all of Holder’s Registrable Shares are included, Holder may submit subsequent Demand Notices (unless the reason the Holder’s Registrable Shares were not included was due to its Demand Notice requesting less than all of the Registrable Shares be registered). Other selling securityholders shall be afforded seven (7) days to decide to include Registrable Shares in proportion to the Registrable Shares of the Holder that are included. For the avoidance of doubt, the Company may include in any Shelf Registration Statement that it files pursuant to this Section 2(a) is declared effective by the Commission, the holders any securities of the Preferred Stock shall not have the right to make any additional demands for registration under this Section 2(a), Company held by a Person other than demands to register additional shares of Common Stock in the circumstances set forth in the preceding sentence. (b) If the Holders of a majority of the Holder, provided that such securities would be Registrable Securities so elect, the offering of Registrable Securities pursuant to the Registration Statement may be effected in the form of an Underwritten Offering, certain costs and expenses of which will be paid in accordance Shares with Section 4(b) hereof. The Company will not be required to effect more than one Underwritten Offering under this Agreement and shall not be required to effect an Underwritten Offering unless at the time of a written request of the Holders electing an Underwritten Offering the average daily trading volume of the Common Stock on The Nasdaq National Market (or any other market or quotation system on which the Company's Common Stock is then quoted or listed) during the period of 60 days immediately prior respect to such request shall be less than 50,000 shares. In such event, and if the managing underwriters advise the Company and such Holders in writing that in their opinion the amount of Registrable Securities proposed to be sold in such Underwritten Offering exceeds the amount of Registrable Securities which can be sold in such Underwritten Offering, there shall be included in such Underwritten Offering the amount of such Registrable Securities which in the opinion of such managing underwriters, including any securities to be sold in accordance with the Other Registration Rights Agreements, can be sold, and such amount shall be allocated pro rata among the Holders proposing to sell Registrable Securities in such Underwritten Offering and the holders of the other securities required to be included in such registration statement pursuant to the Other Registration Rights AgreementsPerson. (c) If any of the Registrable Securities are to be sold in an Underwritten Offering, the managing underwriter that will administer the offering (which managing underwriter shall be of national standing and reputation) will be selected by the participating