Common use of Mandatory Shelf Registration Clause in Contracts

Mandatory Shelf Registration. (a) As soon as practicable after the date hereof, and in any event prior to the date that is sixty (60) days following the Closing Date (the "Mandatory Filing Date"), the Company shall prepare and file with the SEC a Registration Statement on such form under the Securities Act then available to the Company for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, each Investor as an initial selling stockholder thereunder (the "Mandatory Registration Statement"). The Mandatory Registration Statement shall permit the Investors to offer and sell from time to time, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Shares. The Company shall cause the Mandatory Registration Statement to be declared effective as soon as practicable but in no event later than (x) the date that is ninety (90) days following the Closing Date, in the event that the Registration Statement is not reviewed by the SEC or (y) the date that is one hundred twenty (120) days following the Closing Date in the event such review takes place (the "Mandatory Effective Date") (including filing with the SEC, within three (3) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Mandatory Registration Statement will not be reviewed or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (an "Acceleration Request"), which request shall request an effective date that is within three (3) Business Days of the date of such request). The Company shall notify each Investor in writing promptly (and in any event within one (1) Business Day) after the Company's submission of an Acceleration Request to the SEC. The Company shall be required to keep the Mandatory Registration Statement continuously effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) five (5) years after the date upon which a Qualified Public Offering is consummated and

Mandatory Shelf Registration. (a) As soon as practicable after The Company agrees to (i) file with the SEC, in no event later than two business days following the date hereof, and in any event prior to the date that is sixty (60) days following the Closing Date (the "Mandatory Filing Date"), the Company shall prepare and file with the SEC a shelf Registration Statement on Form S-3 or such other form under the Securities 1933 Act then available to the Company that covers all Registrable Securities then outstanding for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, each Investor as an initial selling stockholder thereunder (the "Mandatory Registration Statement"). The Mandatory Registration Statement shall permit the Investors offering to offer and sell from time to time, be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, 1933 Act or any or all of successor rule thereto (the Registrable Shares. The Company shall “Mandatory Shelf Registration Statement”) and (ii) use its best efforts to cause the Mandatory Shelf Registration Statement to be declared effective by the SEC as soon as practicable reasonably practical thereafter, but in no event later than 90 calendar days after the initial date of filing thereof and, with respect to any Registration Statement required pursuant to Section 1(d), the Additional Registration Deadline; provided, that, notwithstanding the foregoing, if, during the period beginning on February 14, 2018 and ending on March 16, 2018 (xthe “Effectiveness Grace Period”), the Mandatory Shelf Registration Statement has otherwise satisfied all requirements for the declaration of its effectiveness under applicable SEC regulations and the Company has not filed its Form 10-K for the fiscal year ended December 31, 2017 (the “2017 Form 10-K”), the Company shall not be in breach of its obligations under this clause (ii) for so long as the date that is ninety Company does not meet the conditions set forth in paragraph (90c) days following of Rule 3-01 of Regulation S-X and uses commercially reasonable efforts to file the Closing Date2017 Form 10-K by February 28, 2018, but in no event later than the end of the Effectiveness Grace Period. The Company shall consult with the Shareholder if it intends to include in the event that the Mandatory Shelf Registration Statement is not reviewed securities held by other securityholders of the Company and, if requested by the SEC or (y) the date that is one hundred twenty (120) days following the Closing Date in the event such review takes place (the "Mandatory Effective Date") (including filing with the SECShareholder, within three (3) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Mandatory Shelf Registration Statement will not be reviewed or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (an "Acceleration Request"), which request shall request an effective date that is within three (3) Business Days of the date of include such request). The Company shall notify each Investor in writing promptly (and in any event within one (1) Business Day) after the Company's submission of an Acceleration Request to the SEC. The Company shall be required to keep the Mandatory Registration Statement continuously effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) five (5) years after the date upon which a Qualified Public Offering is consummated andother securities.

Mandatory Shelf Registration. (a) As soon as practicable after the date hereof, and set forth in any event prior to the date that is sixty (60) days following the Closing Date (the "Mandatory Filing Date")Section 4, the Company shall prepare and agrees to file with the SEC Commission as soon as reasonably practicable, but in no event later than March 31, 2006, (A) a Registration Statement shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Company providing for the purpose of registering resale pursuant to Rule 415 from time to time by the Holders (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). If the Company has an effective Mandatory Shelf Registration Statement on Form S-1 under the Securities Act all of the Registrable Shares for resale by, and for the account of, each Investor as an initial selling stockholder thereunder (the "Mandatory Registration Statement"). The Mandatory Registration Statement shall permit the Investors becomes eligible to offer and sell from time to time, on a delayed use Form S-3 or continuous basis pursuant to Rule 415 such other short-form registration statement form under the Securities Act, any or all of the Registrable Shares. The Company shall cause promptly give notice of such eligibility to the Holders covered thereby and may, or at the request of such Holders with a majority of such Registrable Shares shall, promptly convert such Mandatory Shelf Registration Statement on Form S-1 to be declared a registration statement on Form S-3 or such other short-form registration statement by means of a post-effective as soon as practicable but in no event later than (x) amendment or otherwise, unless any Holder with Registrable Shares under the date that is ninety (90) days following the Closing Date, in the event that the initial Mandatory Shelf Registration Statement is not reviewed by notifies the SEC or (y) the date that is one hundred twenty (120) days following the Closing Date in the event such review takes place (the "Mandatory Effective Date") (including filing with the SEC, Company within three (3) 10 Business Days of the date that receipt of the Company is notified (orally or notice that such conversion would interfere with its distribution of Registrable Shares already in writingprogress and provides a reasonable explanation therefor, whichever is earlier) by in which case the SEC that Company will delay the conversion of the Mandatory Shelf Registration Statement will not be reviewed or will not be subject to further review, for a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (an "Acceleration Request"), which request shall request an effective date that is within three (3) Business Days reasonable time after receipt of the date of first such request). The Company shall notify each Investor notice, not to exceed 30 days in writing promptly the aggregate, for all Holders requesting such suspension (and in any event within one (1) Business Day) after unless the Company's submission of an Acceleration Request , at such time as the conversion from Form S-1 to the SEC. The Company shall Form S-3 or such other short-form registration statement may occur, would otherwise be required to keep amend the Mandatory Shelf Registration Statement continuously effective (including through the filing of any required post-effective amendmentsand require that Holders suspend sales under Section 4(i) until the earlier to occur of (i) five (or Section 5) years after the date upon which a Qualified Public Offering is consummated and).

Mandatory Shelf Registration. (a) As set forth in Section 4 hereof, the Company agrees to file with the Commission as soon as reasonably practicable after but in no event later than 270 days from the date hereof, and in any event prior to the date that is sixty (60) days following the Closing Date (the "Mandatory Filing Date"), the Company shall prepare and file with the SEC a Shelf Registration Statement on Form S-11 or such other form under the Securities Act then available to the Company providing for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, each Investor as an initial selling stockholder thereunder (the "Mandatory Registration Statement"). The Mandatory Registration Statement shall permit the Investors to offer and sell from time to time, on a delayed or continuous basis pursuant to Rule 415 under from time to time by the Securities ActHolders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such Shelf Registration Statement) (such registration statement, any including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all of exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the Registrable Shares. The “Mandatory Shelf Registration Statement”); provided, however, that if the Company files the IPO Registration Statement (as defined below) prior to the time the Mandatory Shelf Registration Statement is filed, the Company shall cause file the Mandatory Shelf Registration Statement to be declared effective as soon as practicable practicable, but in no event later than (xa) in the case of withdrawal or abandonment of the offering pursuant to the IPO Registration Statement, the date which is thirty (30) days after the earlier of the withdrawal or abandonment of the offering pursuant to the IPO registration Statement or (b) the date that is ninety (90) days after the consummation of the offering pursuant to the IPO Registration Statement. The Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as promptly as practicable following such filing, and for this purpose, the Closing DateCompany shall be entitled to consider the advice of the managing underwriter or underwriters of an initial public offering of the Common Stock which is then pending as to the effect that the effectiveness of the Shelf Registration Statement could reasonably be expected to have on the marketing of the initial public offering. Any Shelf Registration Statement shall provide for the resale from time to time, in and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a sale through brokers or agents, or a sale over the internet) by the Holders of any and all Registrable Shares. In the event that the Mandatory Shelf Registration Statement is not reviewed by filed with the SEC or (y) Commission within 270 days from the date that is one hundred twenty (120) days following the Closing Date in the event such review takes place hereof (the "“Trigger Date”), the Manager shall forfeit the base management fee it is entitled to receive pursuant to the Management Agreement for a period commencing from and after the Trigger Date until the Mandatory Effective Date") (including filing with the SEC, within three (3) Business Days of the date that Shelf Registration Statement is filed and the Company is notified (orally or in writing, whichever is earlier) by shall defer all incentive fee payments to be paid to the SEC that Manager pursuant to the Management Agreement from and after the Trigger Date until the Mandatory Shelf Registration Statement will not be reviewed or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (an "Acceleration Request"), which request shall request an effective date that is within three (3) Business Days of the date of such request). The Company shall notify each Investor in writing promptly (and in any event within one (1) Business Day) after the Company's submission of an Acceleration Request to the SEC. The Company shall be required to keep the Mandatory Registration Statement continuously effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) five (5) years after the date upon which a Qualified Public Offering is consummated andfiled.

Mandatory Shelf Registration. (a) As set forth in Section 4, the Company agrees to file with the Commission as soon as practicable after the date hereofreasonably practicable, and but in any no event prior to the date that is sixty later than one hundred twenty (60120) days following the Closing Date Date, (the "Mandatory Filing Date"), the Company shall prepare and file with the SEC A) a Registration Statement shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Company providing for the purpose of registering resale pursuant to Rule 415 from time to time by the Holders (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”), If the Company has an effective Mandatory Shelf Registration Statement on Form S-1 under the Securities Act all of the Registrable Shares for resale by, and for the account of, each Investor as an initial selling stockholder thereunder (the "Mandatory Registration Statement"). The Mandatory Registration Statement shall permit the Investors becomes eligible to offer and sell from time to time, on a delayed use Form S-3 or continuous basis pursuant to Rule 415 such other short-form registration statement form under the Securities Act, any or all of the Registrable Shares. The Company shall cause promptly give notice of such eligibility to the Holders covered thereby and may, or at the request of such Holders with a majority of such Registrable Shares shall, promptly convert such Mandatory Shelf Registration Statement on Form S-1 to be declared a registration statement on Form S-3 or such other short-form registration statement by means of a post-effective as soon as practicable but in no event later than (x) amendment or otherwise, unless any Holder with Registrable Shares under the date that is ninety (90) days following the Closing Date, in the event that the initial Mandatory Shelf Registration Statement is not reviewed by notifies the SEC or Company within ten (y) the date that is one hundred twenty (120) days following the Closing Date in the event such review takes place (the "Mandatory Effective Date") (including filing with the SEC, within three (310) Business Days of the date that receipt of the Company is notified (orally or notice that such conversion would interfere with its distribution of Registrable Shares already in writingprogress and provides a reasonable explanation therefor, whichever is earlier) by in which case the SEC that Company will delay the conversion of the Mandatory Shelf Registration Statement will not be reviewed or will not be subject to further review, for a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (an "Acceleration Request"), which request shall request an effective date that is within three (3) Business Days reasonable time after receipt of the date of first such request). The Company shall notify each Investor notice, not to exceed thirty (30) days in writing promptly the aggregate, for all Holders requesting such suspension (and in any event within one (1) Business Day) after unless the Company's submission of an Acceleration Request , at such time as the conversion from Form S-1 to the SEC. The Company shall Form S-3 or such other short-form registration statement may occur, would otherwise be required to keep amend the Mandatory Shelf Registration Statement continuously effective (including through the filing of any required post-effective amendmentsand require that Holders suspend sales under Section 4(i) until the earlier to occur of (i) five (or Section 5) years after the date upon which a Qualified Public Offering is consummated and).

Mandatory Shelf Registration. (a) As soon as practicable after the date hereof, and in any event prior to the date that is sixty (60) days following the Closing Date (the "Mandatory Filing Date"), the The Company shall prepare and and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC a Commission an initial shelf Registration Statement on Form S-3, or equivalent if Form S-3 is unavailable to the Company (or any successor form) or a shelf Registration Statement on Form S-1 to the extent Form S-3 is unavailable to register all Registrable Securities, covering the resale by the Investors of all of the Conversion Shares, so as to permit the resale of such form Registrable Securities by the Investors under Rule 415 under the Securities Act then available to the Company for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, each Investor as an initial selling stockholder thereunder (the "Mandatory Registration Statement"). The Mandatory Registration Statement shall permit the Investors to offer and sell from time to time, on a delayed or continuous basis pursuant to Rule 415 under at then prevailing market prices or at privately negotiated prices or as otherwise permitted by law (the Securities Act“Initial Registration Statement”). Such initial Registration Statement shall name any Investor requesting inclusion therein as a selling shareholder, any or all and provide for the resale of the Registrable SharesSecurities included therein pursuant to any method or combination of methods legally available to, and requested by, the Investors named therein. The Company shall cause use its commercially reasonable efforts to have the Mandatory Initial Registration Statement to be declared effective as soon as practicable but in no event later than (x) the date that is ninety (90) days following the Closing Date, in the event that the Registration Statement is not reviewed by the SEC or (y) the date that is one hundred twenty (120) days following the Closing Date in the event such review takes place (the "Mandatory Effective Date") (including filing with the SECCommission as promptly as practicable, within three (3) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Mandatory Registration Statement will not be reviewed or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (an "Acceleration Request"), which request shall request an effective date that is within three (3) Business Days of the date of such request). The Company shall notify each Investor in writing promptly (and in any event within one (1) Business Day) after not later than by the Company's submission of an Acceleration Request Effectiveness Deadline. In the event the Company files a Registration Statement on Form S-1, as soon as the Company qualifies for, and is able to include all Registrable Securities on, Form S-3, the SEC. The Company shall be required use its commercially reasonable efforts to keep the Mandatory Registration Statement continuously effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) five convert the Registration Statement on Form S- 1 (5and any New Registration Statement) years after to a Form S-3 Registration Statement or (ii) file a Form S-3 Registration Statement, as the date upon which a Qualified Public Offering is consummated andcase may be, in each case, as soon as practicable.

Mandatory Shelf Registration. (a) As soon as practicable after the date hereof, and set forth in any event prior to the date that is sixty (60) days following the Closing Date (the "Mandatory Filing Date")Section 4, the Company shall prepare and Partnership will file with the SEC Commission as soon as reasonably practicable, but not later than May 15, 2006, (A) a Registration Statement shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Company Partnership providing for the purpose resale pursuant to Rule 415 from time to time by the Holders, other than those Holders for which the resale of registering such Holder's Registrable Units is provided for under the FBR Mandatory Shelf Registration Statement (as defined below), of any and all of such Holders' Registrable Units (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the "HOLDERS MANDATORY SHELF REGISTRATION STATEMENT"), and (B) a shelf registration statement on Form S-1 or such other form under the Securities Act all of then available to the Registrable Shares for resale by, and Partnership providing for the account of, each Investor as an initial selling stockholder thereunder (the "Mandatory Registration Statement"). The Mandatory Registration Statement shall permit the Investors to offer and sell from time to time, on a delayed or continuous basis resale pursuant to Rule 415 from time to time by FBR, FBR Merchant Banking and any Holder that is associated or affiliated with FBR of any and all of such Holders' Registrable Units (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the "FBR MANDATORY SHELF REGISTRATION STATEMENT"; either or both the Holders Mandatory Shelf Registration and the FBR Mandatory Shelf Registration Statement may be referred to herein without distinction as a "MANDATORY SHELF REGISTRATION STATEMENT"). If the Partnership has an effective Holders Mandatory Shelf Registration Statement on Form S-1 and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, any the Partnership shall promptly give notice of such eligibility to the Holders covered thereby and may, or all at the request of the such Holders with a majority of such Registrable Shares. The Company shall cause the Units shall, promptly convert such Holders Mandatory Shelf Registration Statement on Form S-1 to be declared a registration statement on Form S-3 or such other short-form registration statement by means of a post-effective as soon as practicable but in no event later than (x) amendment or otherwise, unless any Holder with Registrable Units under the date that is ninety (90) days following the Closing Date, in the event that the initial Holders Mandatory Shelf Registration Statement is not reviewed by notifies the SEC or (y) the date that is one hundred twenty (120) days following the Closing Date in the event such review takes place (the "Mandatory Effective Date") (including filing with the SEC, Partnership within three (3) 10 Business Days of receipt of the date Partnership notice that such conversion would interfere with its distribution of Registrable Units already in progress and provides a reasonable explanation therefor, in which case the Company is notified (orally or in writing, whichever is earlier) by Partnership will delay the SEC that conversion of the Holders Mandatory Shelf Registration Statement will for a reasonable time after receipt of the first such notice, not to exceed 30 days in the aggregate, for all Holders requesting such suspension (unless the Partnership, at such time as the conversion from Form S-1 to Form S-3 or such other short-form registration statement may occur, would otherwise be reviewed required to amend the Holders Mandatory Shelf Registration Statement and require that Holders suspend sales under Section 4(i) or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated Section 5). If the Partnership has an effective FBR Mandatory Shelf Registration Statement on Form S-1 under the Securities Act (an "Acceleration Request")and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, which request the Partnership shall request an effective date that is within three (3) Business Days of the date promptly give notice of such request). The Company shall notify each Investor in writing promptly (and in any event within one (1) Business Day) after the Company's submission of an Acceleration Request eligibility to the SEC. The Company shall Holders covered thereby and may (unless FBR or FBR Merchant Banking reasonably objects unless the Partnership, at such time as the conversion from Form S-1 to Form S-3 or such other short-form registration statement may occur, would otherwise be required to keep amend the FBR Mandatory Shelf Registration Statement continuously effective (including through and require that Holders suspend sales under Section 4(i) or Section 5), or at the filing request of any required FBR or FBR Merchant Banking shall, promptly convert such FBR Mandatory Shelf Registration Statement on Form S-1 to a Registration Statement on Form S-3 or such other short-form registration statement by means of a post-effective amendments) until the earlier to occur of (i) five (5) years after the date upon which a Qualified Public Offering is consummated andamendment or otherwise.

Mandatory Shelf Registration. (a) As soon as practicable after the date hereof, and set forth in any event prior to the date that is sixty (60) days following the Closing Date (the "Mandatory Filing Date")Section 4 of this Agreement, the Company shall prepare and agrees to file with the SEC Commission as soon as reasonably practicable but in no event later than April 30, 2007, a shelf Registration Statement on Form S-11 or such other form under the Securities Act then available to the Company providing for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, each Investor as an initial selling stockholder thereunder (the "Mandatory Registration Statement"). The Mandatory Registration Statement shall permit the Investors to offer and sell from time to time, on a delayed or continuous basis pursuant to Rule 415 under from time to time by the Securities ActHolders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such shelf registration statement) (such registration statement, any including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all of exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the Registrable Shares“Mandatory Shelf Registration Statement”). The Company shall use its commercially reasonable efforts to cause the such Mandatory Shelf Registration Statement to be declared effective by the Commission as soon promptly as practicable but in no event later than (x) following such filing, and for this purpose, the date that Company shall be entitled to consider the advice of the managing underwriter or underwriters of an initial public offering of the Common Stock which is ninety (90) days following then pending as to the Closing Date, in the event effect that the effectiveness of the Mandatory Shelf Registration Statement is not reviewed could reasonably be expected to have on the marketing of the initial public offering. Any Mandatory Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering (provided, that such Underwritten Offering shall raise at least $20 million of gross proceeds and provided, further, that an Underwritten Offering of Registrable Shares in connection with a primary underwritten offering by the SEC Company shall not be required to raise any amount of gross proceeds), a direct sale to purchasers, a sale through brokers or (y) agents, or a sale over the date that is one hundred twenty (120) days following the Closing Date in the event such review takes place (the "Mandatory Effective Date") (including filing with the SEC, within three (3) Business Days of the date that the Company is notified (orally or in writing, whichever is earlierInternet) by the SEC that the Mandatory Registration Statement will not be reviewed or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (an "Acceleration Request"), which request shall request an effective date that is within three (3) Business Days of the date of such request). The Company shall notify each Investor in writing promptly (and in any event within one (1) Business Day) after the Company's submission of an Acceleration Request to the SEC. The Company shall be required to keep the Mandatory Registration Statement continuously effective (including through the filing Holders of any required post-effective amendments) until the earlier to occur of (i) five (5) years after the date upon which a Qualified Public Offering is consummated andand all Registrable Shares.

Mandatory Shelf Registration. (a) As set forth in Section 4 hereof, the Company agrees to file with the Commission as soon as reasonably practicable after following the date hereof, and of this Agreement (but in any no event prior to later than the date that is sixty one hundred and eighty (60180) days following after the Closing Date (the "Mandatory Filing Date"), the Company shall prepare and file with the SEC date of this Agreement) a shelf Registration Statement on Form S-11 or such other form under the Securities Act then available to the Company providing for the purpose of registering under the Securities Act all resale of the Registrable Shares for resale by, and for the account of, each Investor as an initial selling stockholder thereunder (the "Mandatory Registration Statement"). The Mandatory Registration Statement shall permit the Investors to offer and sell from time to time, on a delayed or continuous basis pursuant to Rule 415 under from time to time by the Securities ActHolders, including for the avoidance of doubt, any Additional Shares that are issued prior to the initial effectiveness of such Shelf Registration Statement (such registration statement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all of exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the Registrable Shares“Shelf Registration Statement”). The Company shall use its commercially reasonable efforts to cause the Mandatory such Shelf Registration Statement to be declared effective by the Commission as soon as practicable but in no event later than (x) practicable. Such commercially reasonable efforts shall include, without limitation, responding to any comments issued by the date that is ninety (90) days following staff of the Closing Date, in the event that the Commission with respect to any Registration Statement is not reviewed and filing any related amendment to such Registration Statement as soon as reasonably practicable after receipt of such comments. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering (provided, that such Underwritten Offering shall raise at least $25,000,000 of gross proceeds and any managing underwriter(s) thereof shall be approved by the SEC Company, such approval not to be unreasonably withheld), a direct sale to purchasers, a sale through brokers or (y) agents, or sale over the date that is one hundred twenty (120) days following the Closing Date in the event such review takes place (the "Mandatory Effective Date") (including filing with the SEC, within three (3) Business Days of the date that the Company is notified (orally or in writing, whichever is earlierInternet) by the SEC that the Mandatory Registration Statement will not be reviewed or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (an "Acceleration Request"), which request shall request an effective date that is within three (3) Business Days of the date of such request). The Company shall notify each Investor in writing promptly (and in any event within one (1) Business Day) after the Company's submission of an Acceleration Request to the SEC. The Company shall be required to keep the Mandatory Registration Statement continuously effective (including through the filing Holders of any required post-effective amendments) until the earlier to occur of (i) five (5) years after the date upon which a Qualified Public Offering is consummated andand all Registrable Shares.

Mandatory Shelf Registration. (a) As soon as practicable after the date hereof, and set forth in any event prior to the date that is sixty (60) days following the Closing Date (the "Mandatory Filing Date")Section 4, the Company shall prepare and agrees to use it commercially reasonably efforts to file with the SEC Commission within 60 days of the Acquisition Closing, but in no event later than December 14, 2007, a Registration Statement shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Company providing for the purpose resale pursuant to Rule 415 from time to time by the Holders of registering under the Securities Act all of the their Registrable Shares for resale by(including the Prospectus, amendments and for the account ofsupplements to such registration statement or Prospectus, each Investor as an initial selling stockholder thereunder (including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the "Mandatory Shelf Registration Statement"). The If the Company has an effective Mandatory Shelf Registration Statement shall permit on Form S-1 under the Investors Securities Act and becomes eligible to offer and sell from time to time, on a delayed use Form S-3 or continuous basis pursuant to Rule 415 such other short-form registration statement form under the Securities Act, any or all of the Registrable Shares. The Company shall cause promptly give notice of such eligibility to the Holders covered thereby and may, or at the request of such Holders with a majority of such Registrable Shares shall, promptly convert the Mandatory Shelf Registration Statement on Form S-1 to be declared a registration statement on Form S-3 or such other short-form registration statement by means of a post-effective as soon as practicable but in no event later than (x) amendment or otherwise, unless any Holder with Registrable Shares under the date that is ninety (90) days following the Closing Date, in the event that the initial Mandatory Shelf Registration Statement is not reviewed by notifies the SEC or (y) the date that is one hundred twenty (120) days following the Closing Date in the event such review takes place (the "Mandatory Effective Date") (including filing with the SEC, Company within three (3) 10 Business Days of the date that receipt of the Company is notified (orally or notice that such conversion would interfere with its distribution of Registrable Shares already in writingprogress and provides a reasonable explanation therefor, whichever is earlier) by in which case the SEC that Company will delay the conversion of the Mandatory Shelf Registration Statement will not be reviewed or will not be subject to further review, for a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (an "Acceleration Request"), which request shall request an effective date that is within three (3) Business Days reasonable time after receipt of the date of first such request). The Company shall notify each Investor notice, not to exceed 30 days in writing promptly the aggregate, for all Holders requesting such suspension (and in any event within one (1) Business Day) after unless the Company's submission of an Acceleration Request , at such time as the conversion from Form S-1 to the SEC. The Company shall Form S-3 or such other short-form registration statement may occur, would otherwise be required to keep amend the Mandatory Shelf Registration Statement continuously effective (including through the filing of any required post-effective amendmentsand require that Holders suspend sales under Section 4(i) until the earlier to occur of (i) five (or Section 5) years after the date upon which a Qualified Public Offering is consummated and).

Mandatory Shelf Registration. (a) As soon as practicable after The Company agrees to (i) file with the SEC on the date hereof, and but in any no event prior to the date that is sixty (60) later than two business days following the Closing Date (the "Mandatory Filing Date")date hereof, the Company shall prepare and file with the SEC a shelf Registration Statement on Form S-3 or such other form under the Securities Act then available to the Company that covers all Registrable Securities then outstanding for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, each Investor as an initial selling stockholder thereunder (the "Mandatory Registration Statement"). The Mandatory Registration Statement shall permit the Investors offering to offer and sell from time to time, be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, Act or any or all of successor rule thereto (the Registrable Shares. The Company shall “Mandatory Shelf Registration Statement”) and (ii) use its best efforts to cause the Mandatory Shelf Registration Statement to be declared effective by the SEC as soon as practicable reasonably practical thereafter, but in no event later than 90 calendar days after the initial date of filing thereof; provided, that, notwithstanding the foregoing, if, during the period beginning on February 14, 2018 and ending on March 16, 2018 (xthe “Effectiveness Grace Period”), the Mandatory Shelf Registration Statement has otherwise satisfied all requirements for the declaration of its effectiveness under applicable SEC regulations and the Company has not filed its Form 10-K for the fiscal year ended December 31, 2017 (the “2017 Form 10-K”), the Company shall not be in breach of its obligations under this clause (ii) for so long as the date that is ninety (90) days following Company qualifies as a “Loss Corporation” within the Closing Datemeaning of Section 382 of the IRC and uses commercially reasonable efforts to file the 2017 Form 10-K by February 28, 2018, but in no event later than the end of the Effectiveness Grace Period. The Company shall consult with the Shareholder if it intends to include in the event that the Mandatory Shelf Registration Statement is not reviewed securities held by other securityholders of the Company and, if requested by the SEC or (y) the date that is one hundred twenty (120) days following the Closing Date in the event such review takes place (the "Mandatory Effective Date") (including filing with the SECShareholder, within three (3) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Mandatory Shelf Registration Statement will not be reviewed or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (an "Acceleration Request"), which request shall request an effective date that is within three (3) Business Days of the date of include such request). The Company shall notify each Investor in writing promptly (and in any event within one (1) Business Day) after the Company's submission of an Acceleration Request to the SEC. The Company shall be required to keep the Mandatory Registration Statement continuously effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) five (5) years after the date upon which a Qualified Public Offering is consummated andother securities.

Mandatory Shelf Registration. (a) As set forth in Section 4, the Company agrees to file with the Commission as soon as practicable after the date hereofreasonably practicable, and but in any no event prior to the date that is sixty (60) later than 120 days following the Closing Date Time, (the "Mandatory Filing Date"), the Company shall prepare and file with the SEC A) a Registration Statement shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Company providing for the purpose resale pursuant to Rule 415 from time to time by the Holders, other than those Holders whose shares will be offered under the FBR Mandatory Shelf Registration Statement (as defined below) pursuant to clause (B), of registering all of their Registrable Shares (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the "Holders Mandatory Shelf Registration Statement") and (B) a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Company providing for the resale pursuant to Rule 415 from time to time by FBR, FBR Merchant Banking and any Holder that is associated or affiliated with FBR of all of the their Registrable Shares for resale by(including the Prospectus, amendments and for the account ofsupplements to such registration statement or Prospectus, each Investor as an initial selling stockholder thereunder (including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the "FBR Mandatory Shelf Registration Statement"; either or both the Holders Mandatory Shelf Registration and the FBR Mandatory Shelf Registration Statement may be referred to herein without distinction as a "Mandatory Shelf Registration Statement"). The If the Company has an effective Holders Mandatory Shelf Registration Statement shall permit on Form S-1 under the Investors Securities Act and becomes eligible to offer and sell from time to time, on a delayed use Form S-3 or continuous basis pursuant to Rule 415 such other short-form registration statement form under the Securities Act, any or all of the Registrable Shares. The Company shall cause promptly give notice of such eligibility to the Holders covered thereby and may, or at the request of such Holders with a majority of such Registrable Shares shall, promptly convert such Mandatory Shelf Registration Statement on Form S-1 to be declared a registration statement on Form S-3 or such other short-form registration statement by means of a post-effective as soon as practicable but in no event later than (x) amendment or otherwise, unless any Holder with Registrable Shares under the date that is ninety (90) days following the Closing Date, in the event that the initial Holders Mandatory Shelf Registration Statement is not reviewed by notifies the SEC or (y) the date that is one hundred twenty (120) days following the Closing Date in the event such review takes place (the "Mandatory Effective Date") (including filing with the SEC, Company within three (3) 10 Business Days of the date that receipt of the Company is notified notice that such conversion would interfere with its distribution of Registrable Shares already in progress and provides a reasonable explanation therefor, in which case the Company will delay the conversion of the Holders Mandatory Shelf Registration Statement for a reasonable time after receipt of the first such notice, not to exceed 30 days in the aggregate, for all Holders requesting such suspension (orally unless the Company, at such time as the conversion from Form S-1 to Form S-3 or in writingsuch other short-form registration statement may occur, whichever is earlier) by the SEC that would otherwise be required to amend the Mandatory Shelf Registration Statement will not be reviewed and require that Holders suspend sales under Section 4(i) or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated Section 5). If the Company has an effective FBR Mandatory Shelf Registration Statement on Form S-1 under the Securities Act (an "Acceleration Request")and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, which request the Company shall request an effective date that is within three (3) Business Days of the date promptly give notice of such request). The Company shall notify each Investor in writing promptly eligibility to the Holders covered thereby and may (and in any event within one (1) Business Day) after unless FBR or FBR Merchant Banking reasonably objects unless the Company's submission of an Acceleration Request , at such time as the conversion from Form S-1 to the SEC. The Company shall Form S-3 or such other short-form registration statement may occur, would otherwise be required to keep amend the FBR Mandatory Shelf Registration Statement continuously effective (including through and require that Holders suspend sales under Section 4(i) or Section 5), or at the filing request of any required FBR or FBR Merchant Banking shall, promptly convert such FBR Mandatory Shelf Registration Statement on Form S-1 to a Registration Statement on Form S-3 or such other short-form registration statement by means of a post-effective amendments) until the earlier to occur of (i) five (5) years after the date upon which a Qualified Public Offering is consummated andamendment or otherwise.

Mandatory Shelf Registration. (a) As soon as practicable after the date set forth in Section 4 hereof, and in any event prior to the date that is sixty (60) days following the Closing Date (the "Mandatory Filing Date"), the Company shall prepare and agrees to file with the SEC Commission as soon as reasonably practicable but in no event later than 181 days from the date hereof (subject to an extension of up to 29 days if our board of directors determines, in good faith, that such extension is necessary or appropriate), a Registration Statement registration statement on Form S-11 or such other form under the Securities Act then available to the Company providing for the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and for the account of, each Investor as an initial selling stockholder thereunder (the "Mandatory Registration Statement"). The Mandatory Registration Statement shall permit the Investors to offer and sell from time to time, on a delayed or continuous basis pursuant to Rule 415 under from time to time by the Securities ActHolders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such registration statement) (such registration statement, any including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all of exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the Registrable Shares"Mandatory Shelf Registration Statement''). The Company shall use its commercially reasonable efforts to cause the such Mandatory Shelf Registration Statement to be declared effective by the Commission as soon promptly as practicable but in no event later than following such filing, and for this purpose, the Company shall be entitled to consider the advice of the managing underwriter or underwriters of an initial public offering of the Common Stock which is then pending as to the effect that the effectiveness of the Mandatory Shelf Registration Statement could reasonably be expected to have on the marketing of the initial public offering. Any Mandatory Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (x) including, without limitation, an Underwritten Offering or a sale through brokers or agents), by the date that is ninety (90) days following the Closing Date, in Holders of any and all Registrable Shares. In the event that the Mandatory Shelf Registration Statement is not reviewed by filed with the SEC or (y) Commission within 181 days from the date hereof (subject to an extension of up to 29 days if our board of directors determines, in good faith, that such extension is one hundred twenty (120necessary or appropriate) days following the Closing Date in the event such review takes place (the "Trigger Date''), GSCP (NJ), L.P. shall forfeit the base management fee it is entitled to receive pursuant to the Management Agreement for a period commencing from and after the Trigger Date until the Mandatory Effective Date") (including filing with the SEC, within three (3) Business Days of the date that Shelf Registration Statement is filed and the Company is notified shall defer all incentive management fee payments to be paid to GSCP (orally or in writingNJ), whichever is earlier) by L.P. pursuant to the SEC that Management Agreement from and after the Trigger Date until the Mandatory Shelf Registration Statement will not be reviewed or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act (an "Acceleration Request"), which request shall request an effective date that is within three (3) Business Days of the date of such request). The Company shall notify each Investor in writing promptly (and in any event within one (1) Business Day) after the Company's submission of an Acceleration Request to the SEC. The Company shall be required to keep the Mandatory Registration Statement continuously effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) five (5) years after the date upon which a Qualified Public Offering is consummated andfiled.

Mandatory Shelf Registration. (ai) As soon as practicable At any time on or after the date hereof, and in any event prior to the date that is sixty (60) 270 days following after the Closing Date Date, upon the written request (the a "Mandatory Filing DateNotice") of any of (a) Alerian Opportunity Partners IV, L.P. ("Alerian"), (b) Swank MLP Convergence Fund, LP, Swank Investment Partners, LP, The Cushing MLP Opportunity Fund I, LP and The Cushing GP Strxxxxxxx Fund, LP (collectively, "Swank") or (c) xxx Xolders of a majority of the Company then outstanding Registrable Securities, the Partnership shall prepare and file with the SEC Commission as soon as reasonably practicable following the Notice (but in no event later than the date that is 90 days after the Notice) a shelf Registration Statement on Form S-1 or such other form under the Securities Act then available to the Company Partnership providing for the purpose resale of registering under any Registrable Securities pursuant to Rule 415 from time to time by the Securities Act all of the Registrable Shares for resale by, and for the account of, each Investor as an initial selling stockholder thereunder Holders (the a "Mandatory Shelf Registration Statement"), provided that if the Partnership is working toward the filing of a registration statement for an IPO ("IPO Registration Statement") at the time of the receipt of the Notice and the Partnership uses its commercially reasonable efforts to file and actively pursues the filing of the IPO Registration Statement with the Commission, the Partnership shall not be required to file the Shelf Registration Statement with the Commission until the Partnership files the IPO Registration Statement. If the Partnership abandons or fails to actively pursue the filing of the IPO Registration Statement during this period in the reasonable judgment of Alerian and Swank, the Partnership shall file the Shelf Registration Statement with the Commission within 60 days after receipt of written notice from Alerian and Swank. The Mandatory Registration Statement Partnership shall permit the Investors use its commercially reasonable efforts to offer and sell from time to time, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, any or all of the Registrable Shares. The Company shall cause the Mandatory such Shelf Registration Statement to be declared effective as soon as practicable but by the Commission within 210 days after the initial filing of the Shelf Registration Statement, provided that sales pursuant to the Shelf Registration Statement shall be subject to the restrictions in no event later than (xSection 2(d)(iv) to the extent applicable. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available by the Holders of any and all Registrable Securities. Subject to the other provisions of this Agreement, the Partnership shall cause the Shelf Registration Statement filed pursuant to this Section 2(a)(i) to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders and that it conforms in all material respects to the requirements of the Securities Act during the entire period beginning on the date that is ninety (90) days following the Closing Date, in the event that the Shelf Registration Statement is not reviewed by the SEC or (y) the date that is one hundred twenty (120) days following the Closing Date in the event such review takes place (the "Mandatory Effective Date") (including filing with the SEC, within three (3) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Mandatory Registration Statement will not be reviewed or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated first declared effective under the Securities Act (an "Acceleration Request"), which request shall request an effective date that is within three (3) Business Days of and ending on the date of such requeston which all Registrable Securities have ceased to be Registrable Securities (the "Effectiveness Period"). The Company shall notify each Investor in writing promptly (and in any event within one (1) Business Day) after the Company's submission of an Acceleration Request to the SEC. The Company shall be required to keep the Mandatory Partnership may exclude Registrable Shares from a Shelf Registration Statement continuously effective (including through if required by the filing of any required post-effective amendments) until Commission in order for the earlier Commission to occur of (i) five (5) years after declare the date upon which a Qualified Public Offering is consummated andShelf

Mandatory Shelf Registration. (a) As set forth in Section 4, the Company agrees to file with the Commission as soon as practicable after the date hereofreasonably practicable, and but in any no event prior to the date that is sixty (60) later than 60 days following the Closing Date Date, (the "Mandatory Filing Date"), the Company shall prepare and file with the SEC A) a Registration Statement shelf registration statement on Form SB-2 or such other form under the Securities Act then available to the Company providing for the purpose resale pursuant to Rule 415 from time to time by the Holders, other than those Holders covered by (B), of registering any and all of such Holders’ Registrable Shares consisting of (i) Common Shares and all Additional Shares in respect thereof, and (ii) if and only if the Preferred Shares have not automatically converted into Common Stock by December 31, 2005, the Preferred Shares and all Additional Shares issued in respect thereof (in each case including any Additional Shares that are issued prior to the effectiveness of such shelf registration statement) (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Holders Mandatory Shelf Registration Statement”), and (B) a shelf registration statement on Form SB-2 or such other form under the Securities Act all of then available to the Registrable Shares for resale by, and Company providing for the account of, each Investor as an initial selling stockholder thereunder (the "Mandatory Registration Statement"). The Mandatory Registration Statement shall permit the Investors to offer and sell from time to time, on a delayed or continuous basis resale pursuant to Rule 415 from time to time by FBR, FBR Merchant Banking and any Holder that is associated or affiliated with FBR of any and all of such Holders’ Registrable Shares consisting of (i) Common Shares and all Additional Shares in respect thereof, and (ii) if and only if the Preferred Shares have not automatically converted into Common Stock by December 31, 2005, the Preferred Shares and all Additional Shares issued in respect thereof (in each case including any Additional Shares that are issued prior to the effectiveness of such shelf registration statement) (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “FBR Mandatory Shelf Registration Statement”; both the Holders Mandatory Shelf Registration and the FBR Mandatory Shelf Registration Statement may be referred to herein without distinction as a “Mandatory Shelf Registration Statement”). The fact that the Preferred Shares have not automatically converted into Common Stock by December 31, 2005 shall not affect the Company’s continuing obligation to use its best efforts to cause such automatic conversion or to register the sale of such shares hereunder. If the Company has an effective Holders Mandatory Shelf Registration Statement on Form SB-2 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, any or all of the Registrable Shares. The Company shall cause promptly give notice of such eligibility to the Holders covered thereby and may, or at the request of such Holders with a majority of such Registrable Shares (on an as converted basis) shall, promptly convert such Holders Mandatory Shelf Registration Statement on Form SB-2 to be declared effective as soon as practicable but in no event later than (x) the date that is ninety (90) days following the Closing Date, in the event that the a Registration Statement is not reviewed on Form S-3 or such other short-form registration statement by means of a post-effective amendment or otherwise, unless any Holder with Registrable Shares under the SEC or (y) initial Holders Mandatory Shelf Registration Statement notifies the date that is one hundred twenty (120) days following the Closing Date in the event such review takes place (the "Mandatory Effective Date") (including filing with the SEC, Company within three (3) 10 Business Days of the date that receipt of the Company is notified (orally or notice that such conversion would interfere with its distribution of Registrable Shares already in writingprogress and provides a reasonable explanation therefor, whichever is earlier) by in which case the SEC that Company will delay the conversion of the Holders Mandatory Shelf Registration Statement will for a reasonable time after receipt of the first such notice, not to exceed 30 days in the aggregate, for all Holders requesting such suspension (unless the Company, at such time as the conversion from Form SB-2 to Form S-3 or such other short-form registration statement may occur, would otherwise be reviewed required to amend the Holders Mandatory Shelf Registration Statement and require that Holders suspend sales under Section 4(i) or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated Section 5). If the Company has an effective FBR Mandatory Shelf Registration Statement on Form SB-2 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, the Company shall promptly give notice of such eligibility to the Holders covered thereby and may (an "Acceleration Request"unless FBR or FBR Merchant Banking reasonably objects), which or at the request shall request an effective date that is within three (3) Business Days of the date of FBR or FBR Merchant Banking shall, promptly convert such request). The Company shall notify each Investor in writing promptly (and in any event within one (1) Business Day) after the Company's submission of an Acceleration Request to the SEC. The Company shall be required to keep the FBR Mandatory Shelf Registration Statement continuously effective (including through the filing on Form SB-2 to a Registration Statement on Form S-3 or such other short-form registration statement by means of any required a post-effective amendments) until the earlier to occur of (i) five (5) years after the date upon which a Qualified Public Offering is consummated andamendment or otherwise.