Common use of Filing of Shelf Registration Statement Clause in Contracts

Filing of Shelf Registration Statement. As promptly as practicable after the Closing Date, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B hereto.

Filing of Shelf Registration Statement. As promptly Provided that such Holder has not delivered an Exclusion Notice (as practicable after defined herein) to the Closing DateCompany and has timely provided the information requested by the Company pursuant to Section 2.3, and the Company shall, not later than the Required Filing Date (as defined herein) cause to be filed a Shelf Registration Statement or a Prospectus Supplement providing for the resale by such Holder of the Registrable Securities for which such Holder’s Units are redeemable in any event within thirty (30) days following accordance with the Closing Date if terms hereof. If the Company is then eligible to as a WKSI, the Shelf Registration Statement shall use Form S-3 or sixty (60) days following the Closing Date if automatic shelf registration process under Rule 415 and Rule 462 promulgated under the Securities Act. If the Company is not eligible as a WKSI or is otherwise ineligible to utilize the automatic shelf registration process, then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on utilize Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”any similar short-form registration statement), as applicableif it is then available, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to and use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause have the Shelf Registration Statement to be declared effective under the Securities Act as promptly expeditiously as practicable following the filing of the Shelf Registration Statementpossible. The Company shall agrees to use its commercially reasonable efforts to keep such a Shelf Registration Statement covering the sale of each Holder’s Registrable Securities continuously effective under the Securities Act until such time as the date aggregate market value of all outstanding Registrable Securities (assuming for this purpose that all Registrable Securities covered Units then held by such Holders were redeemed or exchanged for Shares) is less than $5,000,000 and, subject to Section 3(g), further agrees to supplement or amend each Shelf Registration Statement cease to be Registrable SecuritiesStatement, includingif and as required by the rules, regulations or instructions applicable to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and registration form used by the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have for such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under or by the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered or by any Form S-1 other rules and regulations thereunder for Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B heretoRegistrations.

Filing of Shelf Registration Statement. As promptly as practicable after The Company shall use its commercially reasonable efforts to (a) prepare and file with the Closing Date, and in SEC the Shelf Registration Statement on any event within thirty (30) days following the Closing Date if form for which the Company is then eligible to use Form S-3 qualifies or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, which counsel for the Company shall file a Registration Statement deem appropriate and which form shall be available for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned to be registered thereunder, which shall comply as to form with the requirements of the date of filing such applicable form and include all financial statements required by the SEC to be filed therewith, (b) file the Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelfas provided for in Section 2.1.1, then as soon as reasonably practicable after the Company becomes eligible to and use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared and remain effective under for the period required by Section 2.1.1, (c) not take any action that would cause the Shelf Registration Statement and the related Prospectus to contain a material misstatement or omission or to be not effective and usable for resale of Registrable Securities Act during the period that the Shelf Registration Statement is required to be effective and usable, (d) use its commercially reasonable efforts to cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as promptly as practicable following of the filing effective date of the Shelf Registration Statement. The Company shall use commercially reasonable efforts , amendment or supplement to keep such Shelf Registration Statement continuously effective under comply in all material respects with the requirements of the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after of the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof SEC, (the period during which the Company is required to keep e) cause the Shelf Registration Statement continuously effective under and the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as related Prospectus and any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements amendment or supplement thereto not to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include contain any untrue statement of a material fact required to be stated therein or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) misleading during the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in period that the Shelf Registration Statement via e-mail is required to be effective and usable and (f) use its commercially reasonable efforts to take such other actions as shall enable the Holders to resell Registrable Securities pursuant to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Nothing contained in this Agreement shall obligate the Company shall file a final Prospectus in respect to effect an underwritten offering on behalf of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan Holders of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B heretoRegistrable Securities.

Filing of Shelf Registration Statement. As promptly as practicable At any time beginning on the sixtieth day prior to the expiration of the Lock-up Period (or after the Closing Dateexpiration of the Lock-up Period), any Holder, or one or more Holders, may deliver to the Company a written notice requesting that the Company cause to be filed with the SEC a Registration Statement registering the resale by such Holders of a specified number of Registrable Securities (which number shall not be less than 50,000 minus the number of any Common Shares that William M. Johnson and/or Phyllis Johnson simultaneously request bx xxxxxxx xxxxxx to be rxxxxxxxxx xxx resale pursuant to Section 3(a) of the Registration Rights and Lock-Up Agreement dated as of July 31, 1997, by and among the Company, the Operating Partnership and William M. Johnson and Phyllis Johnson) held by or issuable to such Xxxxxx(x). Xxxxxx 60 dxxx xx xxx xxxxipt of such a notice the Company shall cause to be filed with the SEC a Shelf Registration Statement providing for the resale by such Holder(s) of the Registrable Securities specified in any event within thirty the notice (30) days following the Closing Date and, if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if so elects, any other securities of the Company is not then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement held by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or any other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to the terms of this AgreementPerson, including any applicable Suspension Period, other Registrable Securities held by the Company shall requesting Holder(s) or other Holders) in accordance with the terms hereof and will use commercially its reasonable efforts to cause the such Shelf Registration Statement to be declared effective by the SEC as soon as practicable thereafter. The Company also may, at any time and without receipt of a notice or request from any Holder(s), file a Shelf Registration Statement registering the resale of all Registrable Securities not previously covered by a Shelf Registration Statement, which Shelf Registration Statement also may register for sale Common Shares held by any other Person and which shall satisfy the Company's obligation to file a Shelf Registration Statement under this Section 3(a). The Company agrees to use its reasonable efforts to keep any Shelf Registration Statement filed pursuant to this Section 3(a) continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144 in a single transaction in accordance with the volume limitations contained in Rule 144(e) (or any successor rule under the Securities Act as promptly as practicable following the filing of Act) and, subject to Section 4(b) and Section 4(i), further agrees to supplement or amend the Shelf Registration Statement. The , if and 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 by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall use commercially not be deemed to have used its reasonable efforts to keep such Shelf a Registration Statement continuously effective under during the Securities Act until applicable period if it voluntarily takes any action that would result in the date that all selling Holders covered thereby not being able to sell such Registrable Securities covered by during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement cease and the SEC has not declared it effective. Notwithstanding the foregoing, the Company shall not be required to be Registrable Securitiesfile a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, includingwhich negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to the extent a Form S-1 Shelf is converted fail to a Form S-3 Shelf comply with applicable disclosure requirements, and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file so advises the affected Holder(s) in a Form S-1 Shelf or other appropriate form specified writing signed by the Commission’s rules and regulations as promptly as reasonably practicable after chief executive officer or chief financial officer of the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Company; provided, however, that the Company may not delay, suspend or withdraw a Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the for such reason for more than 60 days or more often than twice during any period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (iof 12 consecutive months. 3(b), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B hereto.

Filing of Shelf Registration Statement. As promptly as practicable Beginning after the Closing Dateexpiration of the Lock-up Period, each Holder shall be entitled to offer for sale pursuant to a Registration Statement any Registrable Securities held by such Holder, subject to the terms and in any event within thirty (30) days following the Closing Date if conditions hereof. Upon receipt by the Company is then eligible of a written notice (a "Registration Notice") from one or more Holders that such Holder(s) propose to use Form S-3 or sixty make a registered offer of a specified number of Registrable Securities (60) days following the Closing Date if the Company is which number shall not then eligible to use Form S-3be less than 50,000), the Company shall file a Registration Statement for cause to be filed a Shelf Registration on Form S-3 (Statement providing for the “Form S-3 Shelf”sale by such Holder(s) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing specified in such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to Notice in accordance with the terms of this Agreement, including any applicable Suspension Period, the Company shall hereof and will use commercially its reasonable efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act SEC as promptly soon as practicable following the filing of the Shelf Registration Statementpracticable. The Company shall agrees to use commercially its reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under for a period expiring on the Securities Act in accordance with this clause (i), date on which all of the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail have been sold pursuant to the addresses set forth on Schedule I hereof Shelf Registration Statement or have become eligible for sale pursuant to Section 4(1) of the effectiveness of a Securities Act or Rule 144 thereunder and, subject to Section 4(b) and Section 4(i), further agrees to supplement or amend the Shelf Registration Statement. The , if and as required by the rules, regulations or instructions applicable to the registration form used by the Company shall file a final Prospectus in respect of for such Shelf Registration Statement with or by the Commission Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement and the SEC has not declared it effective. Notwithstanding the foregoing, the Company shall include not be required to file a plan Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of distributiona transaction is pending or an event has occurred, which includes negotiation, consummation or event would require additional disclosure by the means of distribution substantially Company in the form set forth Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in Exhibit B heretothe Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not delay, suspend or withdraw a Registration Statement for such reason for more than 60 days or more often than twice during any period of 12 consecutive months.

Filing of Shelf Registration Statement. As promptly as practicable Promptly after the Closing Effective Date, but in no event later than 75 days after the Effective Date, to the extent permitted by the Commission’s rules and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3regulations, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, S-11 covering the resale of all of the Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis. If basis (the “Form S-11 Shelf”); provided that the Company files a shall not request acceleration of effectiveness of such Form S-1 Shelf, then as soon as reasonably practicable S-11 Shelf until after the 20th Business Day following the Effective Date. After the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securitiesa Seasoned Issuer or WKSI, the Company shall convert the Form S-1 S-11 Shelf to a Registration Statement on Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all of the Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis (the “Form S-3 Shelf” and, together with the Form S-11 Shelf, the “Shelf Registration Statement”) (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement)WKSI) as soon as reasonably practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be are no longer Registrable Securities, including, to the extent a Form S-1 S-11 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 S-11 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I I, II or III hereof of the effectiveness of a Shelf Registration StatementForm S-11 Shelf. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B hereto.

Filing of Shelf Registration Statement. As promptly as practicable At any time beginning on the sixtieth day prior to the expiration of the Lock-up Period (or, if the Lock-up Period is less than three years, at any time after the Closing Dateexpiration of the Lock-up Period), and any Holder, or one or more Holders, may deliver to the Company a written notice requesting that the Company cause to be filed with the SEC a Registration Statement registering the resale by such Holders of a specified number of Registrable Securities (which number shall not be less than 50,000) held by or issuable to such Holder(s). Within 60 days of its receipt of such a notice the Company shall cause to be filed with the SEC a Shelf Registration Statement providing for the resale by such Holder(s) of the Registrable Securities specified in any event within thirty the notice (30) days following the Closing Date and, if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if so elects, any other securities of the Company is not then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement held by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or any other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to the terms of this AgreementPerson, including any applicable Suspension Period, other Registrable Securities held by the Company shall requesting Holder(s) or other Holders) in accordance with the terms hereof and will use commercially its reasonable efforts to cause the such Shelf Registration Statement to be declared effective by the SEC as soon as practicable thereafter. The Company also may, at any time and without receipt of a notice or request from any Holder(s), file a Shelf Registration Statement registering the resale of all Registrable Securities not previously covered by a Shelf Registration Statement, which Shelf Registration Statement also may register for sale Common Shares held by any other Person and which shall satisfy the Company's obligation to file a Shelf Registration Statement under this Section 3(a). The Company agrees to use its reasonable efforts to keep any Shelf Registration Statement filed pursuant to this Section 3(a) continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144 in a single transaction in accordance with the volume limitations contained in Rule 144(e) (or any successor rule under the Securities Act as promptly as practicable following the filing of Act) and, subject to Section 4(b) and Section 4(i), further agrees to supplement or amend the Shelf Registration Statement. The , if and 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 by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall use commercially not be deemed to have used its reasonable efforts to keep such Shelf a Registration Statement continuously effective under during the Securities Act until applicable period if it voluntarily takes any action that would result in the date that all selling Holders covered thereby not being able to sell such Registrable Securities covered by during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement cease and the SEC has not declared it effective. Notwithstanding the foregoing, the Company shall not be required to be Registrable Securitiesfile a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, includingwhich negotiation, consummation or event would require additional disclosure by the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to the extent a Form S-1 Shelf is converted fail to a Form S-3 Shelf comply with applicable disclosure requirements, and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file so advises the affected Holder(s) in a Form S-1 Shelf or other appropriate form specified writing signed by the Commission’s rules and regulations as promptly as reasonably practicable after chief executive officer or chief financial officer of the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Company; provided, however, that the Company may not delay, suspend or withdraw a Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the for such reason for more than 60 days or more often than twice during any period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B hereto12 consecutive months.

Filing of Shelf Registration Statement. As promptly as reasonably practicable after the Closing Effective Date, and in any event within thirty (30) days following the Closing Effective Date if the Company is then eligible to use Form S-3 or sixty forty five (6045) days following the Closing Effective Date if the Company is not then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable SecuritiesS-3, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all applicable Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration StatementWKSI). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be are no longer Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall as promptly as reasonably practicable notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B hereto.

Filing of Shelf Registration Statement. As promptly as practicable Beginning after the Closing Dateexpiration of the Lock-up Period, the Holder shall be entitled to offer for sale pursuant to a Registration Statement any Registrable Securities held by the Holder, subject to the terms and in any event within thirty (30) days following the Closing Date if conditions hereof. Upon receipt by the Company is then eligible of a written notice (a "Registration Notice") from the Holder and/or one or more other Holders (the "Initiating Holder(s)") that the Holder and/or such other Holder(s) propose to use Form S-3 or sixty make a registered offer of a specified number of Registrable Securities (60) days following the Closing Date if the Company is which number shall not then eligible to use Form S-3be less than 100,000), the Company shall file a shall: (A) within five (5) days after receipt of such Registration Statement for Notice give written notice of the proposed registration to all other Holders; and (B) in accordance with the terms hereof, promptly cause to be filed a Shelf Registration on Form S-3 (Statement providing for the “Form S-3 Shelf”sale by such Holder(s) or Form S-1 (of the “Form S-1 Shelf” andRegistrable Securities specified in such Registration Notice, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing or such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration portion of the Registrable Securities, Securities of any Holder(s) joining in such request as are specified in written requests received by the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf within twenty (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations20) covering the resale of all Registrable Securities beneficially owned as of days after the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI mails the written notice referred to in clause (A), and otherwise eligible to will use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially its reasonable efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act SEC as promptly soon as practicable following the filing of the Shelf Registration Statementpracticable. The Company shall agrees to use commercially its reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or pursuant to Rule 144 under the Securities Act in accordance with this clause (ior any successor rule under the Securities Act) and, subject to Section 4(b) and Section 4(i), further agrees to supplement or amend the “Shelf Period”). For so long Registration Statement, if and as any Registrable Securities covered required by any Form S-1 Shelf remain unsoldthe rules, the Company will file any supplements regulations or instructions applicable to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed registration form used by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration; PROVIDED, HOWEVER, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in the selling Holder not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event, in the good faith judgment of a majority of the disinterested members of the Board of Directors of the Company or in the written opinion of counsel to the Company, would require additional disclosure by the Company in the Registration Statement of material information which the Company has a BONA FIDE business purpose for keeping confidential and the nondisclosure of which in the Registration Statement would cause the Registration Statement to fail to comply with the Commission applicable disclosure requirements, and the Company delivers to such Holder(s) a certificate signed by the President of the Company to that effect; PROVIDED, HOWEVER, that the Company may not during any period of 12 consecutive months, delay, suspend or withdraw a Registration Statement for such reason for more than sixty (60) days or more often than twice. Notwithstanding the foregoing, the Company shall use its reasonable efforts to file with the SEC as soon as practicable after the Closing a registration statement registering the offer and sale to the extent required by Rule 424. The “Plan Holder of Distribution” section the Shares that may be issued to the Holder upon the Holder's exercise of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B heretoits Redemption Right.

Filing of Shelf Registration Statement. As promptly as practicable after the Closing Plan Effective Date, and in any event within thirty ninety (3090) days following the Closing Plan Effective Date if the Company is then eligible to use register the Registrable Securities on Form S-3 or sixty one-hundred-eighty (60180) days following the Closing Plan Effective Date if the Company is not then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” ”, and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a an immediate, delayed or continuous basis; provided, however, that the Company shall not be required to include in such Registration Statement an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the staff of the Commission. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable SecuritiesS-3, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all applicable Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration StatementWKSI). Subject to the terms of this Agreement, including any applicable Suspension Grace Period, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be are no longer Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (ia), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary to the extent required so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. K promulgated under the Exchange Act. The Company shall as promptly as reasonably practicable notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration StatementStatement (it being understood that no notice other than to such e-mail addresses is required to be given). The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distributiondistribution section in customary form, which includes as reasonably agreed by the means of distribution substantially in Holders and the form set forth in Exhibit B heretoCompany.

Filing of Shelf Registration Statement. (a) As promptly as practicable after the Closing Date, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3Effective Date, the Company shall file with the SEC a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all the Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis. If basis pursuant to Rule 415 under the Company files a Form S-1 Shelf, then as soon as reasonably practicable after Securities Act (the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic "Shelf Registration Statement"). Subject to the terms of this Agreement, including any applicable Suspension Period, the The Company shall use commercially reasonable its best efforts to cause the Shelf Registration Statement (i) to be declared effective under the Securities Act as promptly as practicable within 90 days (but in no event more than 180 days) following the filing Effective Date and (ii) once effective, to remain continuously effective for a period ending on the earlier of: (A) the first date on which there ceases to be any Registrable Securities; and (B) the second anniversary of the date on which the SEC declares such Shelf Registration Statement effective ("Effective Period") (subject to extension pursuant to Section 5.5). The Company shall not register any securities other than Registrable Securities pursuant to the Shelf Registration Statement. The ; provided, however, that, as contemplated by the registration rights agreement covering certain Junior Lender Notes (as defined in the Joint Plan), dated as of even date herewith, among the Company and the parties named therein, the Company shall use commercially reasonable efforts be permitted to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease register pursuant to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, other securities of the Company will file any supplements issued pursuant to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement Joint Plan. The plan of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named distribution contained in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statementshall permit Underwritten Offerings. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan comply as to form in all material respects with the requirements of distributionthe Securities Act and the rules and regulations promulgated thereunder, which includes permitting registration of such Registrable Securities for resale by the means of distribution substantially Holders in the form set forth in Exhibit B heretomanner or manners designated by them (including, without limitation, one or more underwritten public offerings). If the Shelf Registration Statement ceases to be effective for any reason at any time during the Effective Period (other than because of the sale of all of the securities registered thereunder, the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and the Effective Period shall be extended pursuant to Section 5.5 for the Extension Period.

Filing of Shelf Registration Statement. As The Registrants shall use commercially reasonable efforts to prepare, and, promptly as practicable after following May 16, 2007, file with the Closing Date, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the Company shall file Commission a Registration Statement for a Shelf or Registration Statements (as is necessary) on Form S-3 or, if such form is unavailable for such a registration, on such other form as is available for such a registration (the “Form S-3 Shelf”) form or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, forms so filed referred to collectively as the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the Restricted Shares. The date of filing such upon which the Shelf Registration Statement by is actually filed is referred to herein as the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company “Initial Filing Date.” The Registrants shall use commercially reasonable efforts to cause have the Shelf Registration Statement to be declared effective under by the Securities Act as promptly as practicable following Commission within ninety (90) days after the filing of the Shelf Registration StatementInitial Filing Date. The Company shall Registrants further undertake to use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under during the Securities Act Initial Registration Period (as defined below) with respect to all Shares and the resale thereof at all times during the Initial Registration Period. The Shelf Registration Statement (including each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to and approved by the Shareholder and one legal counsel selected by such Shareholder prior to the Registrants’ filing or other submission (such approval not to be unreasonably withheld) and the Registrants will not file any document in accordance with this clause (i)a form to which such counsel reasonably objects. For purposes hereof, the term “Shelf Initial Registration Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, ” shall mean the Company will file any supplements to period beginning on the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in date the Shelf Registration Statement via e-mail to is declared effective by the addresses set forth on Schedule I hereof of Commission (the effectiveness of a “Shelf Registration Statement. The Company shall file a final Prospectus in respect Effective Date”) and ending on the first to occur of such (i) the date on which all Restricted Shares have been sold, (ii) the date on which the Shelf Registration Statement with is no longer effective, or (iii) the Commission to date that is three (3) years from the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B heretoEffective Date.

Filing of Shelf Registration Statement. As promptly soon as reasonably practicable after the Closing Effective Date, and in any event within thirty not later than twenty-one (3021) days following after the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3Effective Date, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 covering the resale of all of the Registrable Securities held by the Initial Holders on a delayed or continuous basis (the “Form S-3 Shelf”) ). If the Company is not a Seasoned Issuer or WKSI at the time of filing, the Company shall file such Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering . In the resale of all Registrable Securities beneficially owned as of event that the date of filing Company files such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company Shelf and thereafter becomes eligible to use Form S-3 with respect to the registration of the Registrable Securitiesa Seasoned Issuer or WKSI, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement)WKSI) as soon as practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable possible after the filing thereof, but in any event (x) no later than the fifteenth (15th) calendar day following the filing of the Shelf Registration Statement. The Company Statement in the event of no “review” by the Commission, (y) no later than the forty-fifth (45th) calendar day following the filing of the Shelf Registration Statement in the event of “limited review” by the Commission, or (z) in the event of a “review” by the Commission, the seventy-fifth (75th) calendar day following the Effective Date, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be are no longer Registrable Securities, including, to the extent a Form S-1 Shelf is was converted to a Form S-3 Shelf and the Company thereafter becomes became ineligible to use Form S-3, by using commercially reasonable efforts to file filing a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable not later than twenty (20) Business Days after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable (but in no event more than thirty (30) days after the filing thereof date of such filing) (the period during which the Company is required shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via facsimile or by e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Form S-1 Shelf Registration Statementon the same Business Day that the Company telephonically confirms effectiveness with the Commission. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. Failure to so notify the Holder within one (1) Business Day of such effectiveness or failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(a)(x). The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the provide for all permitted means of distribution substantially in disposition of Registrable Securities, including firm-commitment underwritten public offerings, Alternative Transactions, agented transactions, sales directly into the form set forth in Exhibit B heretomarket, purchases or sales by brokers and sales not involving a public offering.

Filing of Shelf Registration Statement. As promptly as practicable On or before the later to occur of (x) the date that is 60 calendar days after the Closing DateEffective Date and (y) April 1, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-32002, the Company shall will file with the SEC a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all the Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders Stockholders on a delayed or continuous basisbasis pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT") on Form S-1. If the The Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to will use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially its reasonable best efforts to cause the Shelf Registration Statement (a) to be declared effective under the Securities Act as promptly as practicable following within 90 calendar days after the filing date such Shelf Registration Statement is initially filed with the SEC and (b) once effective, to remain continuously effective for a period ending on the earlier of: (i) the first date on which there ceases to be any Registrable Securities; and (ii) the second anniversary of the date on which the SEC declares such Shelf Registration Statement effective (subject to extension pursuant to ARTICLE V or SECTION 6.3). The Company will not register any securities other than Registrable Securities pursuant to the Shelf Registration Statement. The ; PROVIDED, HOWEVER, as contemplated by the Equity Registration Rights Agreement, dated even date herewith, among the Company shall use commercially reasonable efforts and the Stockholders, that the Company will be permitted to keep such register, pursuant to Shelf Registration Statement continuously effective under shares of common stock, par value $0.01 per share, of the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, Company issued to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements Stockholders pursuant to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement Plan. The plan of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named distribution contained in the Shelf Registration Statement via eshall permit Underwritten Offerings. The Company will be permitted to file on Form S-3 a post-mail effective amendment to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of , or take such other action as may be necessary to convert the Shelf Registration Statement with from Form S-1 to Form S-3, at such time the Commission Company becomes eligible, in its sole discretion, to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B heretouse Form S-3.

Filing of Shelf Registration Statement. As promptly as practicable after the Closing Date, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or No later than sixty (60) days following after the Closing Date if earlier of the Company is not then eligible to use Form S-3consummation of an initial Public Offering and filing of the Initial Registration, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 covering the resale of all of the Registrable Securities held by the Holders on a delayed or continuous basis (the “Form S-3 Shelf”) ). If the Company is not a Seasoned Issuer or WKSI at the time of filing, the Company shall file such Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering . In the resale of all Registrable Securities beneficially owned as of event that the date of filing Company files such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company Shelf and thereafter becomes eligible to use Form S-3 with respect to the registration of the Registrable Securitiesa Seasoned Issuer or WKSI, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement)WKSI) as soon as practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable possible after the filing thereof, but in any event (x) no later than the fifteenth (15th) day following the filing of the Shelf Registration Statement in the event of no “review” by the Commission, (y) no later than the forty-fifth (45th) day following the filing of the Shelf Registration Statement in the event of “limited review” by the Commission, or (z) in the event of a “review” by the Commission, the seventy-fifth (75th) day following the filing of the Shelf Registration Statement. The Company , and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be are no longer Registrable Securities, including, to the extent a Form S-1 Shelf is was converted to a Form S-3 Shelf and the Company thereafter becomes became ineligible to use Form S-3, by using commercially reasonable efforts to file filing a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable not later than twenty (20) Business Days after the date of such ineligibility and using its commercially reasonable 2 the fifth anniversary of the effective date efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable (but in no event more than thirty (30) days after the filing thereof date of such filing) (the period during which the Company is required shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via facsimile or by e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Form S-1 Shelf Registration Statementon the same Business Day that the Company telephonically confirms effectiveness with the Commission. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the provide for all permitted means of distribution substantially in disposition of Registrable Securities, including firm-commitment underwritten public offerings, Alternative Transactions, agented transactions, sales directly into the form set forth in Exhibit B heretomarket, purchases or sales by brokers and sales not involving a public offering.

Filing of Shelf Registration Statement. As promptly The Company shall cause to -------------------------------------- be filed during the third quarter of each calendar year, or as soon as practicable after the Closing Datethereafter, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (Statement providing for the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement sale by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the all Shelf Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to not theretofore registered, in accordance with the terms of this Agreement, including any applicable Suspension Period, the Company shall hereof and will use commercially its reasonable and diligent efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act SEC as promptly soon as practicable following the filing of the Shelf Registration Statementthereafter. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible agrees to use Form S-3, by using commercially its reasonable and diligent efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement with respect to the Shelf Registrable Securities continuously effective under so long as the Securities Act in accordance with this clause (iHolders holds such Shelf Registrable Securities. Subject to Section 4(b) and Section 4(i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements further agrees to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in amend the Shelf Registration Statement via e-mail if and as required by the rules, regulations or instructions applicable to the addresses set forth on Schedule I hereof of registration form used by the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of for such Shelf Registration Statement with or by the Commission Securities Act or any rules and regulations thereunder; provided, however, that the Company shall not be deemed to have used -------- ------- its reasonable and diligent efforts to keep the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes effective during the means of distribution substantially applicable period if it voluntarily takes any action that would result in the form set forth in Exhibit B heretoHolders not being able to sell Shelf Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment (other than one which removes Shelf Registrable Securities from effective registration under the Securities Act) to the Shelf Registration Statement and the SEC has not declared it effective or except as otherwise permitted by the last three sentences of Section 4(b).

Filing of Shelf Registration Statement. As promptly as practicable after the Closing Date, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the The Company shall file a Registration Statement for use -------------------------------------- its best efforts to cause to be filed and declared effective on or before November 21, 1999 a Shelf Registration on Form S-3 (Statement providing for the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement sale by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible agrees to use Form S-3, by using commercially reasonable its best efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under (on Form S-1 or, when the Securities Act in accordance with this clause Company is so eligible, Form S-3) for a period expiring on the earlier of (i), ) the “Shelf Period”). For so long as any date on which all of the Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail have been sold pursuant to the addresses set forth Shelf Registration Statement or (ii) the date on Schedule I hereof which the Shares cease to be Registrable Securities. The Company further agrees to, subject to Section 5(b) and Section 5(i), supplement or amend the Shelf Registration Statement, if and 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 by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have -------- ------- used its best efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the SEC has not declared it effective. The Company shall have the right to include securities which are not Registrable Securities, including without limitation a primary Offering of securities by the Company for its own account, in any such Offering under this Section 3; provided, that the inclusion of such additional securities would not adversely affect or reduce the number of shares of Registrable Securities to be registered for the account of the effectiveness Holders in any Offering of a Shelf Registrable Securities which the Holders are effecting under such Registration Statement. The Company shall undertakes to file a final Prospectus in respect as soon practicable and use its best efforts to have the SEC declare effective any post-effective amendment necessary to permit the sale of Registrable Securities pursuant to such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B heretoStatement.

Filing of Shelf Registration Statement. As promptly as practicable The Company shall cause to be -------------------------------------- filed on the first business day after the Closing Date, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as first anniversary of the date consummation of filing such the IPO the Shelf Registration Statement providing for the sale by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelfof all, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration but not less than all, of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all their Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to in accordance with the terms of this Agreement, including any applicable Suspension Period, the Company shall hereof and will use commercially reasonable its best efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act SEC as promptly soon thereafter as practicable following the filing of the Shelf Registration Statementis practicable. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible agrees to use Form S-3, by using commercially reasonable its best efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement with respect to the Registrable Securities continuously effective for a period expiring on the earlier of (i) the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which (A) all Shares (and all Shares that such Holders have the right to obtain in exchange for Units) held by Holders who are not affiliates of the Company, in the opinion of counsel for the Company, which counsel shall be reasonably acceptable to such Holders, are eligible for sale pursuant to Rule 144(k) under the Securities Act and (B) all Shares (and all Shares that such Holders have the right to obtain in exchange for Units) held by each Holder who is an affiliate of the Company, in the opinion of counsel for the Company, which counsel shall be reasonably acceptable to such Holder, are eligible for sale pursuant to Rule 144 under the Securities Act and could be sold in one transaction in accordance with this clause (ithe volume limitations contained in Rule 144(e)(1)(i) under the Securities Act. Subject to Sections 5(b), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold5(i) and 6, the Company will file any supplements further agrees to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in amend the Shelf Registration Statement via e-mail if and as required by the rules, regulations or instructions applicable to the addresses set forth on Schedule I hereof of registration form used by the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of for such Shelf Registration Statement with or by the Commission Securities Act or any rules and regulations thereunder; provided, -------- however, that the Company shall not be deemed to have used its reasonable ------- efforts to keep the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include effective during the applicable period if it voluntarily takes any action that would result in selling Holders not being able to sell Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a plan post-effective amendment to the Registration Statement and the SEC has not declared it effective or except as otherwise permitted by the last three sentences of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B heretoSection 5(b).

Filing of Shelf Registration Statement. As promptly as practicable after the Closing Effective Date, and in any event within thirty (30) days following the Closing Effective Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Effective Date if the Company is not then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes distribution in a reasonable and customary form provided by counsel for the means Holders of distribution substantially a Majority of the Registrable Securities being registered in the form set forth applicable Shelf Registration Statement and reasonably acceptable to the Company. Notwithstanding the foregoing, in Exhibit B heretono event shall the Company be required to file a Shelf Registration Statement pursuant to this Section 2(a) earlier than the 10-K Reference Date.

Filing of Shelf Registration Statement. As promptly as practicable after the Closing DateSubject to Section 2(c), and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if receives from Worldspan a written request that the Company is not then eligible to use effect a registration on Form S-3, then the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelfcause to be filed, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement providing for the sale by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration Worldspan of all of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to in accordance with the terms of this Agreement, including any applicable Suspension Period, the Company shall hereof and will use its commercially reasonable efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act SEC as promptly soon as practicable following thereafter; provided, however, that the filing aggregate price of the Shelf Registration StatementRegistrable Securities proposed to be sold to the public by Worldspan and any other holders of the Company's securities eligible to participate pursuant to such registration (net of underwriters' discount and commissions) is equal to or greater than $500,000. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible agrees to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement with respect to the Registrable Securities continuously effective under the so long as Worldspan holds Registrable Securities Act in accordance with this clause (ior any warrants to purchase Registrable Securities. Subject to Section 3(b) and Section 3(i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements further agrees to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in amend the Shelf Registration Statement via e-mail if and as required by the rules, regulations or instructions applicable to the addresses set forth on Schedule I hereof of registration form used by the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of for such Shelf Registration Statement with or by the Commission Securities Act or any rules and regulations thereunder; provided, however, that the Company shall not be deemed to have used its reasonable 6 efforts to keep the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include effective during the applicable period if it voluntarily takes any action that would result in Worldspan not being able to sell Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a plan of distribution, which includes post-effective amendment to the means of distribution substantially in Shelf Registration Statement and the form set forth in Exhibit B heretoSEC has not declared it effective.

Filing of Shelf Registration Statement. As promptly as practicable after Following the Closing Date, and in any event within thirty (30) days following expiration of -------------------------------------- the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Holder Lock-up Period, the Company shall cause to be filed during the third quarter of each calendar year, or as soon as practicable thereafter, a Shelf Registration Statement providing for the sale by the Holder of all Shelf Registrable Securities, not theretofore registered, in accordance with the terms hereof and will use commercially its reasonable and diligent efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act SEC as promptly soon as practicable following the filing of the Shelf Registration Statementthereafter. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible agrees to use Form S-3, by using commercially its reasonable and diligent efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement with respect to the Shelf Registrable Securities continuously effective under so long as the Securities Act in accordance with this clause (iHolder holds such Shelf Registrable Securities. Subject to Section 4(b) and Section 4(i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements further agrees to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in amend the Shelf Registration Statement via e-mail if and as required by the rules, regulations or instructions applicable to the addresses set forth on Schedule I hereof of registration form used by the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of for such Shelf Registration Statement with or by the Commission Securities Act or any rules and regulations thereunder; provided, -------- however, that the Company shall not be deemed to have used its reasonable and ------- diligent efforts to keep the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes effective during the means of distribution substantially applicable period if it voluntarily takes any action that would result in the form set forth in Exhibit B heretoHolder not being able to sell Shelf Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment (other than one which removes Shelf Registrable Securities from effective registration under the Securities Act) to the Shelf Registration Statement and the SEC has not declared it effective or except as otherwise permitted by the last three sentences of Section 4(b).

Filing of Shelf Registration Statement. As promptly as practicable The Company shall cause to -------------------------------------- be filed within 10 business days after the Closing Dateexpiration of the Holders Lock-up Period, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (Statement providing for the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement sale by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the all Shelf Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to not theretofore registered, in accordance with the terms of this Agreement, including any applicable Suspension Period, the Company shall hereof and will use commercially its reasonable best efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act SEC as promptly soon as practicable following the filing of the Shelf Registration Statementthereafter. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible agrees to use Form S-3, by using commercially its reasonable best efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement with respect to the Shelf Registrable Securities continuously effective under so long as the Securities Act in accordance with this clause (iHolders hold such Shelf Registrable Securities. Subject to Section 4(b) and Section 4(i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements further agrees to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in amend the Shelf Registration Statement via e-mail if and as required by the rules, regulations or instructions applicable to the addresses set forth on Schedule I hereof of registration form used by the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of for such Shelf Registration Statement with or by the Commission Securities Act or any rules and regulations thereunder; provided, however, that the Company shall -------- ------- not be deemed to have used its reasonable and diligent efforts to keep the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes effective during the means of distribution substantially applicable period if it voluntarily takes any action that would result in the form set forth Holders not being able to sell Shelf Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment (other than one which removes Shelf Registrable Securities from effective registration under the Securities Act) to the Shelf Registration Statement and the SEC has not declared it effective or except as otherwise permitted by the last three sentences of Section 4(b). Notwithstanding anything in Exhibit B heretoSection 4(b) or Section 5 to the contrary, the Holders will not be precluded from making offers or sales under the Shelf Registration Statement for more than an aggregate of one hundred thirty two (132) days during any twelve-month period.

Filing of Shelf Registration Statement. As promptly as practicable Beginning after the Closing Dateexpiration of the Lock-up Period, each Holder shall be entitled to offer for sale pursuant to a Registration Statement any Registrable Securities held by such Holder, subject to the terms and in any event within thirty (30) days following the Closing Date if conditions hereof. Upon receipt by the Company is then eligible of a written notice (a "Registration Notice") from one or more Holders that such Holder(s) propose to use Form S-3 or sixty make a registered offer of a specified number of Registrable Securities (60) days following which number shall not be less than 50,000 or, if less, all of the Closing Date if Registrable Securities owned by the Company is not then eligible to use Form S-3Holder(s)), the Company shall file a cause to be filed within 60 days of receipt by the Company of the Registration Statement for Notice a Shelf Registration on Form S-3 (Statement providing for the “Form S-3 Shelf”sale by such Holder(s) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable SecuritiesSecurities specified in such Registration Notice (and, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to so elects, any Registrable Securities held by any other Holder or Holders) in accordance with the terms of this Agreement, including any applicable Suspension Period, the Company shall hereof and will use commercially its reasonable efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act SEC as promptly soon as practicable following the filing of the Shelf Registration Statementpracticable. The Company shall agrees to use commercially its reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144 under the Securities Act in accordance with this clause (iduring a single 90-day period and, subject to Section 4(b) and Section 4(i), further agrees to supplement or amend the “Shelf Period”). For so long Registration Statement, if and as any Registrable Securities covered required by any Form S-1 Shelf remain unsoldthe rules, the Company will file any supplements regulations or instructions applicable to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed registration form used by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of for such Shelf Registration Statement with or by the Commission Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in the selling Holder(s) covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement and the SEC has not declared it effective. Notwithstanding the foregoing, the Company shall include not be required to file a plan Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of distributiona transaction is pending or an event has occurred, which includes negotiation, consummation or event would require additional disclosure by the means of distribution substantially Company in the form set forth Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in Exhibit B heretothe Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements, and the Company so advises the affected Holder(s) in a writing signed by an executive officer of the Company; provided, however, that the Company may not delay, suspend or withdraw a Registration Statement for such reason for more than 60 days or more often than twice during any period of 12 consecutive months.

Filing of Shelf Registration Statement. (a) As promptly as practicable after the Closing Date, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3Effective Date, the Company shall file with the SEC a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all the Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis. If basis pursuant to Rule 415 under the Company files a Form S-1 Shelf, then as soon as reasonably practicable after Securities Act (the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic "Shelf Registration Statement"). Subject to the terms of this Agreement, including any applicable Suspension Period, the The Company shall use commercially reasonable its best efforts to cause the Shelf Registration Statement (A) to be declared effective under the Securities Act as promptly as practicable within 90 days (but in no event more than 180 days) following the filing Effective Date and (B) once effective, to remain continuously effective for a period ending on the earlier of: (i) the first date on which there ceases to be any Registrable Securities; and (ii) the second anniversary of the date on which the SEC declares such Shelf Registration Statement effective ("Effective Period") (subject to extension pursuant to Section 5.5). The Company shall not register any securities other than Registrable Securities pursuant to the Shelf Registration Statement. The ; provided, however, that, as contemplated by the registration rights agreement covering certain Junior Lender Notes (as defined in the Joint Plan), dated as of even date herewith, among the Company and the parties named therein, the Company shall use commercially reasonable efforts be permitted to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease register pursuant to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, other securities of the Company will file any supplements issued pursuant to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement Joint Plan. The plan of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named distribution contained in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statementshall permit Underwritten Offerings. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan comply as to form in all material respects with the requirements of distributionthe Securities Act and the rules and regulations promulgated thereunder, which includes permitting registration of such Registrable Securities for resale by the means of distribution substantially Holders in the form set forth in Exhibit B heretomanner or manners designated by them (including, without limitation, one or more underwritten public offerings). If the Shelf Registration Statement ceases to be effective for any reason at any time during the Effective Period (other than because of the sale of all of the securities registered thereunder, the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and the Effective Period shall be extended pursuant to Section 5.5 for the Extension Period.

Filing of Shelf Registration Statement. As promptly as practicable Promptly after the Closing Date, date hereof and in any event within thirty on or before the earlier to occur of (30i) days the 10th Business Day following the Closing Date if date that the Company Company's draft Registration Statement of Form SB-2 currently filed with the SEC is then eligible to use Form S-3 or sixty declared effective, and (60ii) days following the Closing Date if the Company is not then eligible to use Form S-3January 30, 2003, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (cause to be filed the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement providing for the sale by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of all of the Registrable SecuritiesSecurities in accordance with the terms hereof, and the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to will use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially reasonable its best efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act as promptly as practicable SEC on or before the 30th day following the date of filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible agrees to use Form S-3, by using commercially reasonable its best efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement with respect to the Registrable Securities continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Holder holds Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements until such time as each Holder has sold all of its Registrable Securities pursuant to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of further agrees to amend the Shelf Registration Statement if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement with or by the Commission Securities Act or any rules and regulations thereunder; provided, however, that the Company shall not be deemed to have used its best efforts to keep the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include effective during the applicable period if it voluntarily takes any action that would result in selling Holders not being able to sell Registrable Securities covered thereby during that period, unless such action is permitted by this Agreement or required under applicable law or the Company has filed a plan of distribution, which includes post-effective amendment to the means of distribution substantially in Shelf Registration Statement and the form set forth in Exhibit B heretoSEC has not declared it effective.

Filing of Shelf Registration Statement. As promptly as practicable after Provided that such Holder has not elected, by written notice to the Closing DateCompany delivered prior to such date, not to be named therein, and provided the Holder has provided the Company with such information as the Company shall reasonably request, the Company shall, not later than the Required Filing Date (as defined herein) specified in any event within thirty (30) days following the Closing Date if Supplement to which a Holder is a party, cause to be filed a Shelf Registration Statement or a Prospectus Supplement providing for the resale by such Holder of the Holder’s Registrable Securities in accordance with the terms hereof. If the Company is then eligible to as a WKSI, the Shelf Registration Statement shall use Form S-3 or sixty (60) days following the Closing Date if automatic shelf registration process under Rule 415 and Rule 462 promulgated under the Securities Act. If the Company is not eligible as a WKSI or is otherwise ineligible to utilize the automatic shelf registration process, then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on utilize Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”any similar short-form registration statement), as applicableif it is then available, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to and use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause have the Shelf Registration Statement to be declared effective under the Securities Act as promptly expeditiously as practicable following the filing of the Shelf Registration Statementpossible. The Company shall agrees to use its commercially reasonable efforts to keep such a Shelf Registration Statement covering the sale of each Holder’s Registrable Securities continuously effective under the Securities Act until such time as the date aggregate market value of all outstanding Registrable Securities (assuming for this purpose that all Registrable Securities covered Units then held by such Holders were redeemed or exchanged for Shares) is less than $5 million and, subject to Section 3.a(7), further agrees to supplement or amend each Shelf Registration Statement cease to be Registrable SecuritiesStatement, includingif and as required by the rules, regulations or instructions applicable to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and registration form used by the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have for such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under or by the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered or by any Form S-1 other rules and regulations thereunder for Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B heretoRegistrations.

Filing of Shelf Registration Statement. As promptly as practicable The Company shall cause to -------------------------------------- be filed within 10 business days after the Closing Datedate hereof, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (Statement providing for the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement sale by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the all Shelf Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to not theretofore registered, in accordance with the terms of this Agreement, including any applicable Suspension Period, the Company shall hereof and will use commercially its reasonable best efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act SEC as promptly soon as practicable following the filing of the Shelf Registration Statementthereafter. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible agrees to use Form S-3, by using commercially its reasonable best efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement with respect to the Shelf Registrable Securities continuously effective under so long as the Securities Act in accordance with this clause (iHolders hold such Shelf Registrable Securities. Subject to Section 3(b) and Section 3(i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements further agrees to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in amend the Shelf Registration Statement via e-mail if and as required by the rules, regulations or instructions applicable to the addresses set forth on Schedule I hereof of registration form used by the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of for such Shelf Registration Statement with or by the Commission Securities Act or any rules and regulations thereunder; provided, however, that the Company shall not be deemed -------- ------- to have used its reasonable and diligent efforts to keep the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes effective during the means of distribution substantially applicable period if it voluntarily takes any action that would result in the form set forth Holders not being able to sell Shelf Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment (other than one which removes Shelf Registrable Securities from effective registration under the Securities Act) to the Shelf Registration Statement and the SEC has not declared it effective or except as otherwise permitted by the last three sentences of Section 3(b). Notwithstanding anything in Exhibit B heretoSection 3(b) or Section 4 to the contrary, the Holders will not be precluded from making offers or sales under the Shelf Registration Statement for more than an aggregate of one hundred thirty two (132) days during any twelve-month period.

Filing of Shelf Registration Statement. As promptly as practicable On or before the later to occur of (x) the date that is 60 calendar days after the Closing DateEffective Date and (y) April 1, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-32002, the Company shall will file with the SEC a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all the Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders Stockholders on a delayed or continuous basisbasis pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT") on Form S-1. If the The Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to will use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially its reasonable best efforts to cause the Shelf Registration Statement (a) to be declared effective under the Securities Act as promptly as practicable following within 90 calendar days after the filing date such Shelf Registration Statement is initially filed with the SEC and (b) once effective, to remain continuously effective for a period ending on the earlier of: (i) the first date on which there ceases to be any Registrable Securities; and (ii) the second anniversary of the date on which the SEC declares such Shelf Registration Statement effective (subject to extension pursuant to ARTICLE V or SECTION 6.3). The Company will not register any securities other than Registrable Securities pursuant to the Shelf Registration Statement. The ; PROVIDED, HOWEVER, that, as contemplated by the Debt Registration Rights Agreement, dated even date herewith, among the Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3Stockholders, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required will be permitted to keep register pursuant to the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, debt securities of the Company will file any supplements issued to the Prospectus or post-effective amendments required Stockholders pursuant to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement Plan. The plan of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named distribution contained in the Shelf Registration Statement via eshall permit Underwritten Offerings. The Company will be permitted to file on Form S-3 a post-mail effective amendment to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of , or take such other action as may be necessary to convert the Shelf Registration Statement with from Form S-1 to Form S-3, at such time the Commission Company becomes eligible, in its sole discretion, to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B heretouse Form S-3.

Filing of Shelf Registration Statement. As promptly as practicable Promptly after the Closing Effective Date, but in no event later than 75 days after the Effective Date, to the extent permitted by the Commission’s rules and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3regulations, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, S-11 covering the resale of all of the Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basisbasis (the “Form S-11 Shelf”). If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after After the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securitiesa Seasoned Issuer or WKSI, the Company shall convert the Form S-1 S-11 Shelf to a Registration Statement on Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all of the Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis (the “Form S-3 Shelf” and, together with the Form S-11 Shelf, the “Shelf Registration Statement”) (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement)WKSI) as soon as reasonably practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be are no longer Registrable Securities, including, to the extent a Form S-1 S-11 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 S-11 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration StatementForm S-11 Shelf. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B hereto.

Filing of Shelf Registration Statement. As promptly as practicable No later than 90 days after the Closing Date, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3date hereof, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 covering the resale of all of the Registrable Securities held by the Holders on a delayed or continuous basis (the “Form S-3 Shelf”) ). If the Company is not a Seasoned Issuer or WKSI at the time of filing, the Company shall instead file such Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering . In the resale of all Registrable Securities beneficially owned as of event that the date of filing Company files such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company Shelf and thereafter becomes eligible to use Form S-3 with respect to the registration of the Registrable Securitiesa Seasoned Issuer or WKSI, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement)WKSI) as soon as practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall cause the Shelf Registration Statement to be declared effective under the Securities Act no later than the 10th day following the filing of the Shelf Registration Statement in the event of no “review” by the Commission, or in the event of a “limited review” or “review” by the Commission, the Company shall use its commercially reasonable efforts to cause the such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable following possible after the filing of the thereof, including using commercially reasonable efforts to cause such Shelf Registration Statement. The Company Statement to be declared effective (x) no later than the 40th day following such filing in the event of “limited review” by the Commission or (y) no later than the 60th day following such filing in the event of a “review” by the Commission, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be are no longer Registrable Securities, including, to the extent a Form S-1 Shelf is was converted to a Form S-3 Shelf and the Company thereafter becomes became ineligible to use Form S-3, by using commercially reasonable efforts to file filing a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable not later than 10 Business Days after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable (but in no event more than 20 days after the filing thereof date of such filing) (the period during which the Company is required shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via facsimile or by e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Form S-1 Shelf Registration Statementon the same Business Day that the Company telephonically confirms effectiveness with the Commission. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the provide for all permitted means of distribution substantially in disposition of Registrable Securities reasonably requested to be included by the form set forth in Exhibit B heretoHolders named therein, including firm-commitment underwritten public offerings, Alternative Transactions, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering.

Filing of Shelf Registration Statement. As promptly as practicable No later than ninety (90) days after the Closing Dateconsummation of an initial Public Offering (unless otherwise restricted based on agreements entered into with the managing underwriter of the initial Public Offering, and in any event within thirty which case as soon thereafter as practicable), (30x) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (or any successor to Form S-3) covering the resale of all of the Registrable Securities held by the Holders (the “Form S-3 Shelf”), or (y) if the Company is not a Seasoned Issuer or WKSI at the time of filing, the Company shall file a Registration Statement for a Shelf Registration on Form S-1 (or any successor to Form S-1) (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering . In the resale of all Registrable Securities beneficially owned as of event that the date of filing Company files such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company Shelf and thereafter becomes eligible to use Form S-3 with respect to the registration of the Registrable Securitiesa Seasoned Issuer or WKSI, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement)WKSI) as soon as practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable possible after the filing thereof, but in any event (x) no later than the fifteenth (15th) day following the filing of the Shelf Registration Statement in the event of no “review” by the Commission, (y) no later than the sixtieth (60th) day following the filing of the Shelf Registration Statement in the event of “limited review” by the Commission, or (z) in the event of a “review” by the Commission, the ninetieth (90th) day following the filing of the Shelf Registration Statement. The Company , and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be are no longer Registrable Securities, including, to the extent a Form S-1 Shelf is was converted to a Form S-3 Shelf and the Company thereafter becomes became ineligible to use Form S-3, by using commercially reasonable efforts to file filing a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable not later than twenty (20) Business Days after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement Form S-1 declared effective as promptly as reasonably practicable (but in no event more than thirty (30) days after the filing thereof date of such filing) (the period during which the Company is required shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via facsimile or by e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a the Shelf Registration Statement (unless an Automatic Shelf Registration Statement) on the same Business Day that the Company telephonically or otherwise confirms effectiveness with the Commission. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the provide for all permitted means of distribution substantially in disposition of Registrable Securities, including firm- commitment underwritten public offerings, Alternative Transactions, agented transactions, sales directly into the form set forth in Exhibit B heretomarket, purchases or sales by brokers and sales not involving a public offering.

Filing of Shelf Registration Statement. As promptly soon as reasonably practicable after the Closing Effective Date, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or not later than sixty (60) days following after the Closing Date if the Company is not then eligible to use Form S-3Effective Date, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 covering the resale of all of the Registrable Securities held by the Initial Holders (and any additional Holder that the Company has received notice of) on a delayed or continuous basis (the “Form S-3 Shelf”) ). If the Company is not a Seasoned Issuer or WKSI at the time of filing, the Company shall file such Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering . In the resale of all Registrable Securities beneficially owned as of event that the date of filing Company files such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company Shelf and thereafter becomes eligible to use file such Shelf Registration Statement on Form S-3 with respect to the registration of the Registrable SecuritiesS-3, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement)WKSI) as soon as practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable possible after the filing thereof, but in any event (x) no later than the fifteenth (15th) calendar day following the filing of the Shelf Registration Statement in the event of no “review” by the Commission, (y) no later than the forty-fifth (45th) calendar day following the filing of the Shelf Registration Statement in the event of “limited review” by the Commission, or (z) in the event of a “review” by the Commission, no later than the sixtieth (60th) calendar day following the filing of the Shelf Registration Statement. The Company , and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be are no longer Registrable Securities, including, to the extent a Form S-1 Shelf is was converted to a Form S-3 Shelf and the Company thereafter becomes became ineligible to use Form S-3, by using commercially reasonable efforts to file filing a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable not later than twenty (20) Business Days after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable (but in no event more than thirty (30) days after the filing thereof date of such filing) (the period during which the Company is required shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via facsimile or by e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration StatementStatement on the same Business Day that the Company telephonically confirms effectiveness with the Commission. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the provide for all permitted means of distribution disposition of Registrable Securities, including firm-commitment underwritten public offerings, Alternative Transactions, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering and shall be substantially in the form set forth in provided on Exhibit B A hereto.

Filing of Shelf Registration Statement. As promptly On or before the sixtieth -------------------------------------- (60th) day following the date of this Agreement, or as soon as practicable after the Closing Date, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3thereafter, the Company shall file a Registration Statement for cause to be filed a Shelf Registration on Form S-3 (Statement providing for the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement sale by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Shelf Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to in accordance with the terms of this Agreement, including any applicable Suspension Period, the Company shall hereof and will use commercially its reasonable and diligent efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act SEC as promptly soon as practicable following the filing of the Shelf Registration Statementthereafter. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible agrees to use Form S-3, by using commercially its reasonable and diligent efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement with respect to the Shelf Registrable Securities continuously effective under so long as the Securities Act in accordance with this clause (iHolders hold such Shelf Registrable Securities. Subject to Section 3(b) and Section 3(i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements further agrees to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in amend the Shelf Registration Statement via e-mail if and as required by the rules, regulations or instructions applicable to the addresses set forth on Schedule I hereof of registration form used by the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of for such Shelf Registration Statement with or by the Commission Securities Act or any rules and regulations thereunder; provided, however, that the Company shall not be deemed to have used -------- ------- its reasonable and diligent efforts to keep the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes effective during the means of distribution substantially applicable period if it voluntarily takes any action that would result in the form set forth in Exhibit B heretoHolders not being able to sell Shelf Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment (other than one which removes Shelf Registrable Securities from effective registration under the Securities Act) to the Shelf Registration Statement and the SEC has not declared it effective or except as otherwise permitted by the last three sentences of Section 3(b).

Filing of Shelf Registration Statement. As promptly as practicable after the Closing Date, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the Company shall file Unless a Registration Statement for with respect to a Shelf Piggy-Back Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the Restricted Shares has been sooner filed in accordance with Section 2.2. and is still effective on the first anniversary of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders this Agreement (which shall be an Automatic Shelf Piggy-Back Registration Statement if the Company is may or may not involve a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement“shelf” or “delayed” offering). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially reasonable efforts to cause prepare, and, promptly following the first anniversary of the date of this Agreement, file with the Commission a Registration Statement or Registration Statements (as is necessary) on Form S-3 or, if such form is unavailable for such a registration, on such other form as is available for such a registration (the form or forms so filed referred to collectively as the “Shelf Registration Statement”), covering the resale of all of the Restricted Shares, including resales of Restricted Shares in privately negotiated transactions. The date upon which the Shelf Registration Statement is actually filed is referred to be declared effective under herein as the Securities Act as promptly as practicable following the filing of the Shelf Registration Statement. “Initial Filing Date.” The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under have the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable by the Commission within ninety (90) days after the filing thereof (the period during which the Initial Filing Date. The Company is required further undertakes to use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under during the Securities Act in accordance Initial Registration Period (as defined below) with this clause respect to all Shares and the resale thereof at all times during the Initial Registration Period. The Shelf Registration Statement (i)including each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to and approved by the “Shelf Period”). For so long as any Registrable Securities covered holders of a majority of the Restricted Shares (such approval not to be unreasonably withheld) and one legal counsel selected by any Form S-1 Shelf remain unsold, such Stockholders prior to the Company’s filing or other submission (such approval not to be unreasonably withheld) and the Company will not file any supplements document in a form to which such counsel reasonably objects. For purposes hereof, the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports term “Initial Registration Period” shall mean the period beginning on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in date the Shelf Registration Statement via e-mail to is declared effective by the addresses set forth on Schedule I hereof of Commission (the effectiveness of a “Shelf Registration Statement. The Company shall file a final Prospectus in respect Effective Date”) and ending on the first to occur of such (i) the date on which all Restricted Shares have been sold, (ii) the date on which the Shelf Registration Statement with is no longer effective, or (iii) the Commission to date that is three (3) years from the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B heretoEffective Date.

Filing of Shelf Registration Statement. As promptly as reasonably practicable after the Closing Effective Date, and in any event within thirty (30) days following the Closing Effective Date if the Company is then eligible to use Form S-3 or sixty forty five (6045) days following the Closing Effective Date if the Company is not then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable SecuritiesS-3, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all applicable Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration StatementWKSI). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be are no longer Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall as promptly as reasonably practicable notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes distribution in a reasonable and customary form provided by counsel for the means Holders of distribution substantially a Majority of Included Securities being registered in the form set forth in Exhibit B heretoapplicable Shelf Registration Statement and reasonably acceptable to the Company.

Filing of Shelf Registration Statement. As promptly as practicable No later than 90 days after the Closing Date, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3date hereof, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 covering the resale of all of the Registrable Securities held by the Holders to the extent not already registered for resale by such Holders on an effective Registration Statement on a delayed or continuous basis (the “Form S-3 Shelf”) ). If the Company is not a Seasoned Issuer or WKSI at the time of filing, the Company shall instead file such Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering . In the resale of all Registrable Securities beneficially owned as of event that the date of filing Company files such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company Shelf and thereafter becomes eligible to use Form S-3 with respect to the registration of the Registrable Securitiesa Seasoned Issuer or WKSI, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement)WKSI) as soon as practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall cause the Shelf Registration Statement to be declared effective under the Securities Act no later than the 10th day following the filing of the Shelf Registration Statement in the event of no “review” by the Commission, or in the event of a “limited review” or “review” by the Commission, the Company shall use its commercially reasonable efforts to cause the such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable following possible after the filing of the thereof, including using commercially reasonable efforts to cause such Shelf Registration Statement. The Company Statement to be declared effective (x) no later than the 40th day following such filing in the event of “limited review” by the Commission or (y) no later than the 60th day following such filing in the event of a “review” by the Commission, and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be are no longer Registrable Securities, including, to the extent a Form S-1 Shelf is was converted to a Form S-3 Shelf and the Company thereafter becomes became ineligible to use Form S-3, by using commercially reasonable efforts to file filing a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable not later than 10 Business Days after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable (but in no event more than 20 days after the filing thereof date of such filing) (the period during which the Company is required shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the any Shelf Registration Statement via facsimile or by e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Form S-1 Shelf Registration Statementon the same Business Day that the Company telephonically confirms effectiveness with the Commission. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the provide for all permitted means of distribution substantially in disposition of Registrable Securities reasonably requested to be included by the form set forth in Exhibit B heretoHolders named therein, including firm-commitment underwritten public offerings, Alternative Transactions, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering.

Filing of Shelf Registration Statement. As promptly The Company shall cause to -------------------------------------- be filed during the third quarter of each calendar year, or as soon as practicable after the Closing Datethereafter, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (Statement providing for the “Form S-3 Shelf”) or Form S-1 (sale by the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale Holder of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to not theretofore registered, in accordance with the terms of this Agreement, including any applicable Suspension Period, the Company shall hereof and will use commercially its reasonable and diligent efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act SEC as promptly soon as practicable following the filing of the Shelf Registration Statementthereafter. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible agrees to use Form S-3, by using commercially its reasonable and diligent efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement with respect to the Shelf Registrable Securities continuously effective under so long as the Securities Act in accordance with this clause (iHolder holds such Shelf Registrable Securities. Subject to Section 4(b) and Section 4(i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements further agrees to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in amend the Shelf Registration Statement via e-mail if and as required by the rules, regulations or instructions applicable to the addresses set forth on Schedule I hereof of registration form used by the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of for such Shelf Registration Statement with or by the Commission Securities Act or any rules and regulations thereunder; provided, however, that the Company shall not be deemed to have used -------- ------- its reasonable and diligent efforts to keep the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes effective during the means of distribution substantially applicable period if it voluntarily takes any action that would result in the form set forth in Exhibit B heretoHolder's not being able to sell Shelf Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment (other than one which removes Shelf Registrable Securities from effective registration under the Securities Act) to the Shelf Registration Statement and the SEC has not declared it effective or except as otherwise permitted by the last three sentences of Section 4(b).

Filing of Shelf Registration Statement. As promptly as practicable after Within 90 days following the Closing Date, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the Company shall file cause to be filed with the SEC a Registration Statement for a Shelf Registration on Form S-3 shelf registration statement and related prospectus, including any preliminary prospectus and documents incorporated by reference (the “Form S-3 Shelf”"SHELF REGISTRATION STATEMENT") or Form S-1 (that complies as to form in all material respects with applicable SEC rules providing for the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement sale by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration Preferred Unit Recipient of the its Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible agrees to use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the such Shelf Registration Statement to be declared effective under by the SEC as soon as reasonably practicable thereafter. The Preferred Unit Recipient agrees to provide in a timely manner information regarding its proposed distribution of the Registrable Securities Act as promptly as practicable following and such other information reasonably requested by the filing Company in connection with the preparation of and for inclusion in the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible agrees to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause until the earlier of (i), ) the “Shelf Period”). For so long as any first date on which the Preferred Unit Recipient has consummated the sale of all of its Registrable Securities covered registered under the Shelf Registration Statement, (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act or (iii) the second anniversary of the date of this Agreement and, further agrees to supplement or amend the Shelf Registration Statement, if and as required by any Form S-1 Shelf remain unsoldthe rules, the Company will file any supplements regulations or instructions applicable to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed registration form used by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of for such Shelf Registration Statement with or by the Commission Securities Act or by any other rules and regulations thereunder for Shelf Registration. By selling Common Stock as part of the Shelf Registration, the Preferred Unit Recipient shall be deemed to have agreed to all of the extent required by Rule 424. The “Plan terms and conditions of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B heretothis SECTION 3 and to have agreed to perform any and all obligations relating to it hereunder.

Filing of Shelf Registration Statement. As promptly as practicable after In fulfillment of its obligation to file a registration statement pursuant to Section 2 hereof, upon the Closing Date, and in any event within thirty (30) days following the Closing Date if written request of a Holder the Company is then eligible may cause to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the Company shall file be filed a Registration Statement for a Shelf Registration on Form S-3 shelf registration statement (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “"Shelf Registration Statement”), as applicable, covering ") providing for the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement sale by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelfof all, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration but not less than all, of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all their Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to in accordance with the terms of this Agreement, including any applicable Suspension Period, the Company shall hereof and will use commercially its reasonable efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act SEC as promptly soon thereafter as practicable following the filing of the Shelf Registration Statementis practicable. The Company shall agrees to use commercially its reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement with respect to the Registrable Securities continuously effective for a period expiring on the earlier of (i) the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which (A) all Shares that such Holders own or have the right to obtain in exchange for Units held by Holders who are not affiliates of the Company, in the opinion of counsel for the Company, which counsel shall be reasonably acceptable to such Holders, are eligible for sale pursuant to Rule 144(k) under the Securities Act and (B) all Shares that such Holders own or have the right to obtain in exchange for Units held by each Holder who is an affiliate of the Company, in the opinion of counsel for the Company, which counsel shall be reasonably acceptable to such Holder, are eligible for sale pursuant to Rule 144 under the Securities Act and could be sold in one transaction in accordance with this clause (ithe volume limitations contained in Rule 144(e)(1)(i) under the Securities Act. Subject to Sections 5(b), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold5(i) and 6, the Company will file any supplements further agrees to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in amend the Shelf Registration Statement via e-mail if and as required by the rules, regulations or instructions applicable to the addresses set forth on Schedule I hereof of registration form used by the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of for such Shelf Registration Statement with or by the Commission Securities Act or any rules and regulations thereunder; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include effective during the applicable period if it voluntarily takes any action that would result in Selling Holders not being able to sell Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a plan post-effective amendment to the registration statement and the SEC has not declared it effective or except as otherwise permitted by the last three sentences of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B heretoSection 5(b).

Filing of Shelf Registration Statement. As promptly as practicable Beginning after the Closing Dateexpiration of the Lock-up Period, a Holder shall be entitled to offer for sale pursuant to a Registration Statement any Registrable Securities held by the Holder, subject to the terms and in any event within thirty (30) days following the Closing Date if conditions hereof. Upon receipt by the Company is then eligible of a written notice (a "Registration Notice") from one or more of the Holders that such Holder(s) propose to use Form S-3 or sixty make a registered offer of a specified number of Registrable Securities (60) days following the Closing Date if the Company is which number shall not then eligible to use Form S-3be less than 25,000), the Company shall file a cause to be filed within 60 days of receipt by the Company of the Registration Statement for Notice a Shelf Registration on Form S-3 (Statement providing for the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement sale by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration Holder(s) of the Registrable SecuritiesSecurities specified in such Registration Notice (and, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to so elects, any Registrable Securities held by any other Holder or Holders) in accordance with the terms of this Agreement, including any applicable Suspension Period, the Company shall hereof and will use commercially its reasonable efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act SEC as promptly soon as practicable following the filing of the Shelf Registration Statementpracticable. The Company shall agrees to use commercially its reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144 under the Securities Act in accordance with this clause (iduring a single 90-day period and, subject to Section 4(b) and Section 4(i), further agrees to supplement or amend the “Shelf Period”). For so long Registration Statement, if and as any Registrable Securities covered required by any Form S-1 Shelf remain unsoldthe rules, the Company will file any supplements regulations or instructions applicable to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed registration form used by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of for such Shelf Registration Statement with or by the Commission Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in a Holder's not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement and the SEC has not declared it effective. Notwithstanding the foregoing, the Company shall include not be required to file a plan Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of distributiona transaction is pending or an event has occurred, which includes negotiation, consummation or event would require additional disclosure by the means of distribution substantially Company in the form set forth Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in Exhibit B heretothe Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements, and the Company so advises the Holder(s) in a writing signed by an executive officer of the Company; provided, however, that the Company may not delay, suspend or withdraw a Registration Statement for such reason for more than 60 days or more often than twice during any period of 12 consecutive months.

Filing of Shelf Registration Statement. As promptly as practicable Not later than the ninety (90) days after the Closing Datedate of this Agreement, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the Company CharterMac shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement pursuant to Rule 415(a)(6) providing for the sale by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities. If CharterMac is (i) a "well-known seasoned issuer", the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is immediately effective pursuant to Rule 462 or (ii) not a WKSI and otherwise eligible to "well-known seasoned issuer," CharterMac will use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act Commission as promptly soon as practicable following the filing of the Shelf Registration Statementpracticable. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible CharterMac agrees to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) promulgated under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements and further agrees during such period to the Prospectus supplement or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in amend the Shelf Registration Statement via e-mail Statement, if and as required by the rules, regulations or instructions applicable to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of registration form used by CharterMac for such Shelf Registration Statement with or by the Commission Securities Act or by any other rules and regulations thereunder for shelf registration to the extent necessary to ensure that it is available for resales by the Holders of the Registrable Securities. Notwithstanding the foregoing, CharterMac shall not be required by Rule 424. The “Plan of Distribution” section of such Shelf to file a Registration Statement shall include or to keep a plan Registration Statement effective if the negotiation or consummation of distributiona transaction is pending or an event has occurred, which includes the means of distribution substantially negotiation, consummation or event would require additional disclosure by CharterMac in the form set forth Registration Statement of material information which CharterMac has a bona fide business purpose for keeping confidential and the nondisclosure of which in Exhibit B heretothe Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that CharterMac may not delay, suspend or withdraw a Registration Statement for such reason for more than sixty (60) days or more often than twice during any period of twelve (12) consecutive months. CharterMac is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. As promptly as practicable after the Closing Date, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the Company CharterMac shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement providing for the sale by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable SecuritiesSecurities by January 17, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules 2004, and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to will use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act Commission as promptly soon as practicable following the filing of the Shelf Registration Statementpracticable. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible CharterMac agrees to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144(k) promulgated under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements and further agrees during such period to the Prospectus supplement or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in amend the Shelf Registration Statement via e-mail Statement, if and as required by the rules, regulations or instructions applicable to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of registration form used by CharterMac for such Shelf Registration Statement with or by the Commission Securities Act or by any other rules and regulations thereunder for shelf registration. Notwithstanding the foregoing, CharterMac shall not be required to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf file a Registration Statement shall include or to keep a plan Registration Statement effective if the negotiation or consummation of distributiona transaction is pending or an event has occurred, which includes the means of distribution substantially negotiation, consummation or event would require additional disclosure by CharterMac in the form set forth Registration Statement of material information which CharterMac has a bona fide business purpose for keeping confidential and the nondisclosure of which in Exhibit B heretothe Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that CharterMac may not delay, suspend or withdraw a Registration Statement for such reason for more than (60) days or more often than twice during any period of 12 consecutive months. CharterMac is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. As promptly as practicable after After January 1, 2004, from time to time upon the Closing Date, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3written request of Amgen, the Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable, but in no event later than ten (10) business days after receipt of Amgen’s request, a Registration Statement for an offering to be made on a Shelf Registration on Form S-3 delayed or continuous basis pursuant to Rule 415 of the Act registering the resale from time to time by the Holders of all of the Registrable Securities then held by the Holders (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the each a “Shelf Registration Statement”), as applicable, covering the resale of all provided that no Registrable Securities beneficially owned as of the date of filing such that are then subject to an effective Registration Statement shall be required to be included therein. Each 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 set forth in the Shelf Registration Statement (such methods of distribution to include underwritten offerings and other methods designated in writing by the Holders on a delayed or continuous basispursuant to Section 2(c)). If the The Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of shall not permit any securities other than the Registrable Securities, Securities to be included in the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement)Statements. Subject to the terms of this Agreement, including any applicable Suspension Period, the The Company shall use commercially reasonable efforts to cause the each Shelf Registration Statement to be declared effective under the Securities Act Act, as promptly soon as practicable following practicable, but in no event later than the filing of date that is ninety (90) days after the Shelf Registration StatementStatement is initially filed by the Company with the SEC. The Company shall use commercially reasonable efforts to keep such each Shelf Registration Statement continuously effective under the Securities Act until (subject to Section 2(d)) for a period not exceeding the earlier of: (i) the date that on which all Holders may sell all Registrable Securities covered by included in such Shelf Registration Statement cease without restriction under Rule 144 of the Act; or (ii) such time as Holders, their Permitted Transferees and assigns do not hold any Registrable Securities (the “Shelf Effectiveness Period”). The Company shall be deemed not to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using have used commercially reasonable efforts to file keep a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after during the filing thereof (the period applicable Shelf Effectiveness Period if among other things it voluntarily takes any action that would result in Holders of Registrable Securities not being able to offer and sell such Securities at any time during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause Effectiveness Period, unless such action is (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments x) required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed otherwise undertaken by the Company with in good faith and for valid business reasons (not including avoidance of the CommissionCompany’s obligations hereunder), including the acquisition or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement divestiture of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingassets, and (y) the Company complies with its obligations under Item 512(a)(1permitted by Section 2(d) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B heretohereof.

Filing of Shelf Registration Statement. As promptly as practicable Promptly after the Closing Effective Date, but in no event later than 75 days after the Effective Date, to the extent permitted by the Commission’s rules and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3regulations, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, S-11 covering the resale of all of the Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basisbasis (the “Form S-11 Shelf”). If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after After the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securitiesa Seasoned Issuer or WKSI, the Company shall convert the Form S-1 S-11 Shelf to a Registration Statement on Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all of the Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis (the “Form S-3 Shelf” - 7 - and, together with the Form S-11 Shelf, the “Shelf Registration Statement”) (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement)WKSI) as soon as reasonably practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be are no longer Registrable Securities, including, to the extent a Form S-1 S-11 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 S-11 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration StatementForm S-11 Shelf. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B hereto.

Filing of Shelf Registration Statement. As promptly as practicable after the Closing Date, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or No later than sixty (60) days following after the Closing Date if the Company is not then eligible to use Form S-3Merger Effective Date, (x) the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (or any successor to Form S-3) covering the resale of all of the Registrable Securities held by the Holders (the “Form S-3 Shelf”), or (y) if the Company is not a Seasoned Issuer or WKSI at the time of filing, the Company shall file a Registration Statement for a Shelf Registration on Form S-1 (or any successor to Form S-1) (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering . In the resale of all Registrable Securities beneficially owned as of event that the date of filing Company files such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company Shelf and thereafter becomes eligible to use Form S-3 with respect to the registration of the Registrable Securitiesa Seasoned Issuer or WKSI, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement)WKSI) as soon as practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable possible after the filing thereof, but in any event (x) no later than the fifteenth (15th) day following the filing of the Shelf Registration Statement. The Company Statement in the event of no “review” by the Commission, (y) no later than the sixtieth (60th) day following the filing of the Shelf Registration Statement in the event of “limited review” by the Commission, or (z) in the event of a “review” by the Commission, the one hundred and twentieth (120th) day following the filing of the Shelf Registration Statement (the number of days in (x), (y) and (z) each being a “Review Period,” depending on the nature of the Commission’s review), and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be are no longer Registrable Securities, including, to the extent a Form S-1 Shelf is was converted to a Form S-3 Shelf and the Company thereafter becomes became ineligible to use Form S-3, by using commercially reasonable efforts to file filing a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable not later than twenty (20) Business Days after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement Form S-1 declared effective as promptly as reasonably practicable after (but in any event within the filing thereof Review Period, depending on the nature of the Commission’s review) (the period during which the Company is required shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via facsimile or by e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a the Shelf Registration Statement (unless an Automatic Shelf Registration Statement) as promptly as practicable, and in any event within twenty-four (24) hours, after the Company telephonically or otherwise confirms effectiveness with the Commission. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the provide for all permitted means of distribution substantially in disposition of Registrable Securities, including firm-commitment underwritten public offerings, Alternative Transactions, agented transactions, sales directly into the form set forth in Exhibit B heretomarket, purchases or sales by brokers and sales not involving a public offering.

Filing of Shelf Registration Statement. As promptly as practicable after (a) A Holder or Holders in the Closing Date, aggregate holding 25% or more in principal amount of the New Senior Notes has the right to request in writing to the Company that the Company and the Guarantors effect a shelf registration statement (the "Shelf Registration Statement") covering all or part of their Registrable Securities with the SEC under and in any event within thirty accordance with the provisions of the Securities Act (30) the "Shelf Registration"). Within 15 calendar days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3after receipt of such request, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (give notice of such request to the “Form S-3 Shelf”) or Form S-1 (other Holders. The Company and the “Form S-1 Shelf” andGuarantors will include in such registration, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement held by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 any selling Holder with respect to which the registration Company has received a written request for inclusion therein within 15 calendar days after the receipt of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement)Company's notice. Subject to the terms of this Agreement, including any applicable Suspension Period, the The Company shall use commercially reasonable its best efforts to cause, and will cause each of the Guarantors to use its best efforts to cause, the Shelf Registration Statement (i) to be declared effective under the Securities Act as promptly as practicable within 90 days (but in no event more than 180 days) following the filing date of the request and (ii) once effective, to remain continuously effective for a period ending on the earlier of: (A) the first date on which there ceases to be any Registrable Securities; and (B) the second anniversary of the date on which the SEC declares such Shelf Registration Statement effective ("Effective Period") (subject to extension pursuant to Section 4.5). The Company and the Guarantors shall not register any securities other than Registrable Securities pursuant to the Shelf Registration Statement. The ; provided, however, that, as contemplated by the registration rights agreement covering certain New MPAN Common Stock (as defined in the Joint Plan), dated as of even date herewith, among the Company and the parties named therein, the Company shall use commercially reasonable efforts be permitted to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease register pursuant to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, other securities of the Company will file any supplements issued pursuant to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement Joint Plan. The plan of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named distribution contained in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statementshall permit Underwritten Offerings. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan comply as to form in all material respects with the requirements of distributionthe Securities Act and the rules and regulations promulgated thereunder, which includes permitting registration of such Registrable Securities for resale by the means of distribution substantially Holders in the form set forth in Exhibit B heretomanner or manners designated by them (including, without limitation, one or more underwritten public offerings). If the Shelf Registration Statement ceases to be effective for any reason at any time during the Effective Period (other than because of the sale of all of the securities registered thereunder), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and the Effective Period shall be extended pursuant to Section 4.5 for the Extension Period.

Filing of Shelf Registration Statement. As promptly as practicable after the Closing Effective Date, and in any event within thirty (30) days following the Closing Effective Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Effective Date if the Company is not then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B hereto. Notwithstanding the foregoing, in no event shall the Company be required to file a Shelf Registration Statement pursuant to this Section 2(a) earlier than the Triggering Date; provided, that if the Triggering Date is later than the date specified in the first sentence of this Section 2(a)(i), the Company shall file a Shelf Registration Statement no later than the Triggering Date.

Filing of Shelf Registration Statement. As promptly as practicable after Following the Closing Date, and in any event within thirty (30) days following expiration of -------------------------------------- the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Holder Lock-up Period, the Company shall cause to be filed during the third quarter of each calendar year, or as soon as practicable thereafter, a Shelf Registration Statement providing for the sale by the Holder of all Shelf Registrable Securities, not theretofore registered, in accordance with the terms hereof and will use commercially its reasonable and diligent efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act SEC as promptly soon as practicable following the filing of the Shelf Registration Statementthereafter. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible agrees to use Form S-3, by using commercially its reasonable and diligent efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement with respect to the Shelf Registrable Securities continuously effective under so long as the Securities Act in accordance with this clause (iHolder holds such Shelf Registrable Securities. Subject to Section 4(b) and Section 4(i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements further agrees to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in amend the Shelf Registration Statement via e-mail if and as required by the rules, regulations or instructions applicable to the addresses set forth on Schedule I hereof of registration form used by the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of for such Shelf Registration Statement with or by the Commission Securities Act or any rules and regulations thereunder; provided, -------- however, that the Company shall not be deemed to have used its ------- reasonable and diligent efforts to keep the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes effective during the means of distribution substantially applicable period if it voluntarily takes any action that would result in the form set forth in Exhibit B heretoHolder not being able to sell Shelf Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment (other than one which removes Shelf Registrable Securities from effective registration under the Securities Act) to the Shelf Registration Statement and the SEC has not declared it effective or except as otherwise permitted by the last three sentences of Section 4(b).

Filing of Shelf Registration Statement. As promptly as practicable Within 60 days after the Closing Date, and in any event within thirty (30) days following six month anniversary date of the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3date hereof, the Company shall file a Registration Statement for cause to be filed a Shelf Registration on Form S-3 (Statement providing for the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement sale by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules Securities and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to will use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially its reasonable best efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act SEC as promptly soon as practicable following the filing of the Shelf Registration Statementpracticable. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible agrees to use Form S-3, by using commercially its reasonable best efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective for a period expiring on the date on which all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or have become eligible for sale pursuant to Rule 144 promulgated under the Securities Act in accordance with this clause (i)and, subject to Section 3(b) and Section 3(i) hereof, further agrees to supplement or amend the “Shelf Period”). For so long Registration Statement, if and as any Registrable Securities covered required by any Form S-1 Shelf remain unsoldthe rules, the Company will file any supplements regulations or instructions applicable to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed registration form used by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of for such Shelf Registration Statement with or by the Commission Securities Act or by any other rules and regulations thereunder for shelf registration; provided, however, that the Company shall not be deemed to have used its reasonable efforts to keep a Registration Statement effective during the applicable period if it voluntarily takes any action that would result in selling Holders covered thereby not being able to sell such Registrable Securities during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the extent Registration Statement and the SEC has not -3- 194 declared it effective. Notwithstanding the foregoing, the Company shall not be required to file a Registration Statement or to keep a Registration Statement effective if the negotiation or consummation of a transaction is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by Rule 424the Company in the Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements; provided, however, that the Company may not delay, suspend or withdraw a Registration Statement for such reason for more than 60 days or more often than twice during any period of 12 consecutive months. The “Plan of Distribution” section of such Shelf Company is not required to file a separate Registration Statement, but may file one Registration Statement shall include a plan of distribution, which includes covering the means of distribution substantially in the form set forth in Exhibit B heretoRegistrable Securities held by more than one Holder.

Filing of Shelf Registration Statement. As promptly as practicable The Company shall cause to -------------------------------------- be filed within 80 days after the Closing Date, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Perioda Shelf Registration Statement providing for the sale by the Holder of all Shelf Registrable Securities, in accordance with the Company shall terms hereof and will use commercially its reasonable efforts to cause the such Shelf Registration Statement to be declared effective under by the Securities Act as promptly as practicable following the filing of the Shelf Registration StatementSEC no later than August 1, 2002. The Company shall agrees to use commercially its reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement with respect to the Shelf Registrable Securities continuously effective under from the date such Shelf Registration Statement is effective until the earlier of two years after the date hereof or the date on which the Holder ceases to hold any Shelf Registrable Securities, in each case so long as the Company is eligible to use Form S-3 (or any successor form). The Shelf Registration Statement shall not include securities of the Company other than the Shelf Registrable Securities and other shares of Common Stock that the Company is obligated to register on behalf of other holders of its Common Stock or securities convertible into Common Stock. Subject to Section 3(b) and Section 3(g), the Company further agrees to supplement or amend the Shelf Registration Statement (i) if and 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 in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, rules and regulations thereunder and (yii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named to include in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof any additional securities that become Shelf Registrable Securities by operation of the effectiveness definition thereof (but in the case of clause (ii), only after a Shelf Registration Statement. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission Notice has been delivered by Holder pursuant to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B heretoSection 3(b)).

Filing of Shelf Registration Statement. As promptly as practicable On or before the later to occur of (x) the date that is 60 calendar days after the Closing DateEffective Date and (y) April 1, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-32002, the Company shall will file with the SEC a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”), as applicable, covering the resale of all the Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders Stockholders on a delayed or continuous basis. If basis pursuant to Rule 415 under the Company files a Form S-1 Shelf, then as soon as reasonably practicable after Securities Act (the Company becomes eligible to use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic "Shelf Registration Statement)") on Form S-1. Subject to the terms of this Agreement, including any applicable Suspension Period, the The Company shall will use commercially its reasonable best efforts to cause the Shelf Registration Statement (a) to be declared effective under the Securities Act as promptly as practicable following within 90 calendar days after the filing date such Shelf Registration Statement is initially filed with the SEC and (b) once effective, to remain continuously effective for a period ending on the earlier of: (i) the first date on which there ceases to be any Registrable Securities; and (ii) the second anniversary of the date on which the SEC declares such Shelf Registration Statement effective (subject to extension pursuant to Article V or Section 6.3). The Company will not register any securities other than Registrable Securities pursuant to the Shelf Registration Statement. The ; provided, however, that, as contemplated by the Debt Registration Rights Agreement, dated even date herewith, among the Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3Stockholders, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required will be permitted to keep register pursuant to the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, debt securities of the Company will file any supplements issued to the Prospectus or post-effective amendments required Stockholders pursuant to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement Plan. The plan of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named distribution contained in the Shelf Registration Statement via eshall permit Underwritten Offerings. The Company will be permitted to file on Form S-3 a post-mail effective amendment to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of , or take such other action as may be necessary to convert the Shelf Registration Statement with from Form S-1 to Form S-3, at such time the Commission Company becomes eligible, in its sole discretion, to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B heretouse Form S-3.

Filing of Shelf Registration Statement. As promptly as practicable after the Closing Date, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the Company shall file Unless a Registration Statement for with respect to a Shelf Demand Registration or Piggy-Back Registration has been sooner filed in accordance with Section 2.2 or 2.3, respectively, and is still effective on the first anniversary of the date of this Agreement (which Demand Registration or Piggy-Back Registration may or may not involve a “shelf” or “delayed” offering), the Registrants shall use commercially reasonable efforts to prepare, and, promptly following the first anniversary of the date of this Agreement, file with the Commission a Registration Statement or Registration Statements (as is necessary) on Form S-3 or, if such form is unavailable for such a registration, on such other form as is available for such a registration (the “Form S-3 Shelf”) form or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, forms so filed referred to collectively as the “Shelf Registration Statement”), as applicable, covering the resale of all Registrable Securities beneficially owned as Restricted Shares, the amount of which shall be governed by Section 2.1.2 below. In the event a Registration Statement with respect to a Demand Registration or Piggy-Back Registration has been filed prior to, and is still effective on, the first anniversary of the date of filing such this Agreement, the Registrants shall prepare and file the Shelf Registration Statement by at the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelffollowing times, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3 and with respect to the registration following number of Restricted Shares: (i) if the maximum number of Restricted Shares that could be registered pursuant to Section 2.1.2 have been registered in such Demand Registration or Piggy-Back Registration, as applicable, the Registrants shall file the Shelf Registration Statement promptly following the termination of the Registrable SecuritiesDemand Registration or Piggy-Back Registration, as applicable, with respect to the Company maximum number of Restricted Shares that may be registered pursuant to Section 2.1.2 (taking into account the number of Shares previously sold in such Demand Registration or Piggy-Back Registration, as applicable); and (ii) if the maximum number of Restricted Shares that could be registered pursuant to Section 2.1.2 have not been registered in such Demand Registration or Piggy-Back Registration, as applicable, then (A) the Registrants shall convert file a Shelf Registration Statement promptly following the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as first anniversary of the date of filing such this Agreement with respect to the Restricted Shares that may be registered under Section 2.1.2 below and are not being offered pursuant to the then-effective Demand Registration or Piggy-Back Registration, as applicable, and (B) the Registrants shall file a Shelf Registration Statement by promptly following the Holders (which shall be an Automatic Shelf termination of the offering made pursuant to such Demand Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject or Piggy-Back Registration, as applicable, with respect to the terms of this AgreementRestricted Shares that were registered, including any applicable Suspension Periodbut not sold, under such Demand Registration or Piggy-Back Registration, as applicable. In each case above, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement number of Restricted Shares to be declared effective under registered on the Securities Act as promptly as practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B hereto.Shelf

Filing of Shelf Registration Statement. As promptly Provided that such Holder has not delivered an Exclusion Notice (as practicable after defined herein) to the Closing DateCompany and has timely provided the information requested by the Company pursuant to Section 2.3, and the Company shall, not later than the Required Filing Date (as defined herein) specified in any event within thirty (30) days following the Closing Date if Supplement to which a Holder is a party, cause to be filed a Shelf Registration Statement or a Prospectus Supplement providing for the resale by such Holder of the Holder’s Registrable Securities in accordance with the terms hereof. If the Company is then eligible to as a WKSI, the Shelf Registration Statement shall use Form S-3 or sixty (60) days following the Closing Date if automatic shelf registration process under Rule 415 and Rule 462 promulgated under the Securities Act. If the Company is not eligible as a WKSI or is otherwise ineligible to utilize the automatic shelf registration process, then eligible to use Form S-3, the Company shall file a Registration Statement for a Shelf Registration on utilize Form S-3 (the “Form S-3 Shelf”) or Form S-1 (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”any similar short-form registration statement), as applicableif it is then available, covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to and use Form S-3 with respect to the registration of the Registrable Securities, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause have the Shelf Registration Statement to be declared effective under the Securities Act as promptly expeditiously as practicable following the filing of the Shelf Registration Statementpossible. The Company shall agrees to use its commercially reasonable efforts to keep such a Shelf Registration Statement covering the sale of each Holder’s Registrable Securities continuously effective under the Securities Act until such time as the date aggregate market value of all outstanding Registrable Securities (assuming for this purpose that all Registrable Securities covered Units then held by such Holders were redeemed or exchanged for Shares) is less than $5 million and, subject to Section 3.1(g), further agrees to supplement or amend each Shelf Registration Statement cease to be Registrable SecuritiesStatement, includingif and as required by the rules, regulations or instructions applicable to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and registration form used by the Company thereafter becomes ineligible to use Form S-3, by using commercially reasonable efforts to file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have for such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under or by the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered or by any Form S-1 other rules and regulations thereunder for Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B heretoRegistrations.

Filing of Shelf Registration Statement. As promptly as practicable after the Closing Date, and in any event within thirty (30) days following the Closing Date if the Company is then eligible to use Form S-3 or sixty (60) days following the Closing Date if the Company is not then eligible to use Form S-3, the The Company shall use commercially reasonable efforts to file a an initial Registration Statement for a Shelf Registration on Form S-3 F-1 with the Commission within five (5) Business Days (the “Form S-3 ShelfInitial Registration Statement Filing Date”) or Form S-1 following the date of the entry of the confirmation order of the Bankruptcy Court confirming the Plan (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration StatementConfirmation Date”), as applicableto the extent permitted by the Commission’s rules and regulations, covering which registration statement shall cover the sale, resale or other distribution of all of the Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basisbasis pursuant to Rule 415 under the Securities Act of the Registrable Securities (the “Form F-1 Shelf”). If The Company shall use commercially reasonable efforts to have the Company files a Form S-1 Shelf, then F-1 Shelf declared effective by the Commission and to effectuate the transactions set forth in this Agreement as soon as reasonably practicable after following the Initial Registration Statement Filing Date. After the Company becomes a Seasoned Issuer or WKSI or otherwise becomes eligible to use Form S-3 with respect to the registration of the Registrable SecuritiesF-3, the Company shall use commercially reasonable efforts to convert the Form S-1 F-1 Shelf to a Registration Statement on Form S-3 Shelf F-3 (or other appropriate short form registration statement then permitted by the Commission’s rules and regulations) covering the resale of all of the Registrable Securities beneficially owned as of the date of filing such Shelf Registration Statement by the Holders on a delayed or continuous basis (the “Form F-3 Shelf” and, together with the Form F-1 Shelf, the “Shelf Registration Statement”) (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI and otherwise eligible to use such Automatic Shelf Registration Statement)WKSI) as soon as reasonably practicable after the Company becomes so eligible. Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable following the filing of the Shelf Registration Statement. The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement cease to be are no longer Registrable Securities, including, to the extent a Form S-1 F-1 Shelf is converted to a Form S-3 F-3 Shelf and the Company thereafter becomes ineligible to use Form S-3F-3, by using commercially reasonable efforts to file a Form S-1 F-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof and thereafter use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by the Shelf Registration Statement are no longer Registrable Securities (the period during which the Company is required to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate or include into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K. The Company shall promptly notify each of the Holders named in the Shelf Registration Statement Statement, via e-mail to the addresses set forth on Schedule I hereof in accordance with Section 10(f), of the effectiveness of a Form F-1 Shelf Registration Statementon the same Business Day as effectiveness is obtained. The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution, which includes the means of distribution substantially in the form set forth in Exhibit B hereto.