Common use of Investor Short-Form Registrations Clause in Contracts

Investor Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), each of Clipper and Caledonia shall be entitled to request an unlimited number of Short-Form Registrations pursuant to Section 1(a) for which the Company shall pay all Registration Expenses, whether or not such registration is consummated. The selling stockholders and the Company shall bear the expenses of the underwriter and placement agent, if any, pro rata in proportion to the respective number of shares each is selling in such offering. The Company shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Investor Registrable Securities and to maintain such S-3 eligibility thereafter. If the Company, pursuant to the request of the holder(s) of a majority of Investor Registrable Securities, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Company shall use its best efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective for a period ending on the earlier of (i) the date on which all Investor Registrable Securities included in such registration have been sold pursuant to the Required Registration, or (ii) the date as of which the holder(s) of the Investor Registrable Securities included in such registration (assuming such holder(s) are affiliates of the Company) are able to sell all of the Investor Registrable Securities included in such registration within a ninety (90) day period in compliance with Rule 144 under the Securities Act.

Investor Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), each the holders of Clipper and Caledonia Investor Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations pursuant to Section 1(a) for which the up to four (4) Short-Form Registrations. The Company shall pay all Registration Expenses, of each such Short-Form Registration requested, whether or not not, except as provided below, any such registration is consummated. The selling stockholders and Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall bear the expenses of the underwriter and placement agent, if any, pro rata in proportion to the respective number of shares each is selling in such offering. The Company shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Investor Registrable Securities and to maintain such S-3 eligibility thereafterSecurities. If the Company, pursuant to the request of the holder(s) of a majority of Investor Registrable Securities, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Company shall use its best efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective for a period ending on the earlier of (i) the date on which all Investor Registrable Securities included in such registration have been sold pursuant to the Required Registration, or (ii) the date as of which the holder(s) of the Investor Registrable Securities included in such registration (assuming such holder(s) are affiliates of the Company) are able to sell all of the their Investor Registrable Securities included in such registration within a ninety (90) -day period in compliance with Rule 144 under the Securities Act. At any time or from time to time after the date hereof, any holder of Investor Registrable Securities shall have the right to request, by delivery of a written notice to the Company, that the Company effect an underwritten offering of all or a portion of the Registrable Securities included in an existing Required Registration and, as soon as reasonably practicable after receiving such notice (but in no event later than twenty (20) days after receiving such notice), the Company shall file with the Securities and Exchange Commission such amendments to the applicable Required Registration and such prospectus supplements or other filings as are necessary in connection with the underwritten offering of the Registrable Securities subject to the Required Registration.

Investor Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), each the holders of Clipper and Caledonia Investor Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations pursuant to Section 1(a) for in which the Company shall pay all Registration Expenses. Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange Act, whether or not such registration is consummated. The selling stockholders and the Company shall bear the expenses of the underwriter and placement agent, if any, pro rata in proportion to the respective number of shares each is selling in such offering. The Company shall use its best commercially reasonable efforts to make Short-Form Registrations on Form S-3 available for the sale of Investor Registrable Securities and to maintain such S-3 eligibility thereafterSecurities. If the Company, pursuant to the request of the holder(s) of a majority of Investor Registrable Securities, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Company shall use its best commercially reasonable efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective for a period ending on the earlier of (i) the date on which all Included Investor Registrable Securities included in such registration have been sold pursuant to the Required Registration, or (ii) the date as of which the holder(s) of the Included Investor Registrable Securities included in such registration (assuming such holder(s) are affiliates of the Company) are able to sell all of the Investor Registrable Securities included in such registration then held by them within a ninety (90) ninety-day period in compliance with Rule 144 under the Securities Act.

Investor Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), each the holders of Clipper and Caledonia Investor Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations pursuant in which the Company shall pay all Registration Expenses and the holders of a majority of the TCW/Crescent Registrable Securities shall be entitled to Section 1(arequest one (1) for Short-Form Registration, if available, in which the Company shall pay all Registration Expenses, whether or not such registration is consummated. The selling stockholders and Demand Registrations shall be Short-Form Registrations whenever the Company shall bear is permitted to use any applicable short form. After the expenses Company has become subject to the reporting requirements of the underwriter and placement agentSecurities Exchange Act, if any, pro rata in proportion to the respective number of shares each is selling in such offering. The Company shall use its best commercially reasonable efforts to make Short-Form Registrations on Form S-3 available for the sale of Investor Registrable Securities and to maintain such S-3 eligibility thereafterSecurities. If the Company, pursuant to the request of the holder(s) of a majority of Investor Registrable Securities, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Company shall use its best commercially reasonable efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective for a period ending on the earlier of (i) the date on which all Investor Registrable Securities included in such registration have been sold pursuant to the Required Registration, Registration or (ii) the date as of which the holder(s) of the Investor Registrable Securities included in such registration (assuming such holder(s) are affiliates of the Company) are able to sell all of the Investor Registrable Securities included in such registration then held by them within a ninety (90) ninety-day period in compliance with Rule 144 under the Securities Act. In the case of a Short-Form Registration requested by the holders of a majority of the TCW/Crescent Registrable Securities pursuant to this Section 1(c), a registration shall count as the permitted Short-Form Registration only if the parties requesting such registration are able to register and sell at least 75% of their Registrable Securities requested to be included in such registration or if an aggregate amount of TCW/Crescent Registrable Securities equal to at least 75% of the TCW/Crescent Registrable Securities outstanding as of the date hereof has been registered and sold (whether under such Short-Form Registration or one or more prior registered offerings).

Investor Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b8(b), each the holders of Clipper and Caledonia Investor Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations pursuant to Section 1(a) for in which the Company Corporation shall pay all Registration Expenses, whether or not such registration . Demand Registrations shall be Short-Form Registrations whenever the Corporation is consummatedpermitted to use any applicable short form. The selling stockholders and After the Company shall bear Corporation has become subject to the expenses reporting requirements of the underwriter and placement agentSecurities Exchange Act, if any, pro rata in proportion to the respective number of shares each is selling in such offering. The Company Corporation shall use its best commercially reasonable efforts to make Short-Form Registrations on Form S-3 available for the sale of Investor Registrable Securities and to maintain such S-3 eligibility thereafterSecurities. If the CompanyCorporation, pursuant to the request of the holder(s) of a majority of Investor Registrable Securities, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Company Corporation shall use its best commercially reasonable efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company Corporation shall cause such Required Registration to remain effective for a period ending on the earlier of (i) the date on which all Investor Included Registrable Securities included in such registration have been sold pursuant to the Required Registration, or (ii) the date as of which (A) the holder(s) of the Investor Included Registrable Securities included in such registration (assuming such holder(s) who are affiliates of the Company) Corporation are able to sell all of the Investor Registrable Securities included in such registration then held by them within a ninety (90) ninety-day period in compliance with Rule 144 under the Securities Act, and (B) the holder(s) of the Included Registrable Securities who are not affiliates of the Corporation are able to sell all of the Investor Registrable Securities then held by them pursuant to Rule 144(k) under the Securities Act.