Common use of Request for Shelf Registration Clause in Contracts

Request for Shelf Registration. (i) Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company shall receive from one or more of the Holders (the “Shelf Initiating Holders”), a written request that the Company register, under the Securities Act on Form S-3 in an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration”), the sale by the Shelf Initiating Holders of at least $5,000,000.00 of Registrable Securities owned by such Shelf Initiating Holders, the Company shall give written notice of such request to all of the Holders (other than the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, file a Registration Statement and (ii) use its reasonable best efforts to cause such Registration Statement to be declared effective within 45 days after it receives a request therefor, and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in this Section 5(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(f) and has otherwise complied with its obligations pursuant to this Agreement.

Request for Shelf Registration. (i) Upon Subject to the following paragraphs of this Section 4 and Section 5, the Sponsor shall have the right, by delivering or causing to be delivered a written notice to the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company shall receive from one or more of the Holders (the “Shelf Initiating Holders”), a written request that the Company register, under the Securities Act on Form S-3 in an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf RegistrationNotice”), to require the Company Group to file pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, a Shelf Registration Statement for the offer and sale by from time to time of the Shelf Initiating Holders of at least $5,000,000.00 number of Registrable Securities owned by such requested to be so registered. Following receipt of a Shelf Initiating HoldersNotice for a Shelf Registration Statement in accordance with this Section 4(a), the Company Group shall give written notice use its reasonable best efforts to (x) file promptly with the SEC such Shelf Registration Statement in accordance with such Shelf Notice and the provisions of such request to all of the Holders (other than the Shelf Initiating Holders) this Agreement as promptly as reasonably practicable but and, in no event later than 10 any event, within 30 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days after their following receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of Notice and (y) cause such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into Shelf Registration Statement to become effective under the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) Securities Act as promptly as reasonably practicable after the written request filing thereof; provided, however, that if a Shelf Notice is delivered prior to the expiration of the IPO Lock-up Period, the Company Group shall not be obligated to file (but shall be obligated to prepare) such Shelf Initiating HoldersRegistration Statement prior to the expiration of the IPO Lock-up Period. If, on the date of any such request, the Company does not qualify to file a Shelf Registration Statement under the Securities Act, the provisions of this Section 4 shall not apply, and (ii) the provisions of Section 3 shall apply instead. The Company Group shall use its reasonable best efforts to cause such Registration Statement to be declared effective within 45 days after it receives a request therefor, and remain effective until there are no longer keep any Shelf Registered Securities. The obligations set forth in this Section 5(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(f) and has otherwise complied with its obligations filed pursuant to this Section 4(a) continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Shelf Holders until such securities cease to be Registrable Securities. Any request made pursuant to this Section 4 shall state that it is a notice to initiate the filing of a Shelf Registration Statement under this Agreement, and specify the amount of Registrable Securities to be registered and the intended method(s) of distribution thereof.

Request for Shelf Registration. (ia) Upon the written request from time to time of Champion or, if after the Distribution, any Sponsor (a “Shelf Registration Request”), the Company becoming eligible for use of Form S-3 shall promptly file with the SEC a shelf Registration Statement pursuant to Rule 415 under the Securities Act in connection with a secondary public offering (or any successor thereto) covering the resale of its equity securities, in the event that the Company shall receive from one or more of all Registrable Securities held by the Holders (the “Shelf Initiating Holders”), a written request that the Company register, under the Securities Act on Form S-3 in an offering on a delayed or continuous basis pursuant (“Shelf Registration Statement”) relating to Rule 415 promulgated the offer and sale of Registrable Securities by any Holders thereof from time to time in accordance with the methods of distribution elected by such Holders, and the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to promptly become effective under the Securities Act (Act. Any such Registration pursuant to a Shelf Registration Request shall hereinafter be referred to as a “Shelf Registration.” If the Company is eligible to file the Shelf Registration Statement on Form S-3 (“Form S-3 Shelf”), the sale by it shall file the Shelf Initiating Holders of at least $5,000,000.00 of Registrable Securities owned by such Shelf Initiating HoldersRegistration Statement on Form S-3; if not, the Company shall give written notice of such request to all of the Holders (other than file the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 days before Registration Statement on Form S-1 (“Form S-1 Shelf”). If the anticipated filing date of such Company shall file a Form S-3, and such notice shall describe the proposed Shelf RegistrationS-1 Shelf, the intended method of disposition of such Registrable Securities and any other information that at Company shall convert the time would be appropriate Form S-1 Shelf to include in such notice, and offer such Holders the opportunity to include for sale the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days a Form S-3 Shelf after their receipt from the Company of the written notice of such Shelf Registrationbecomes eligible to use Form S-3 or any successor thereto. The “Plan of Distribution” section of such Form S-3 S-1 or Form S-3, as applicable, shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders hedging transactions and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, file a Registration Statement and (ii) use its reasonable best efforts to cause such Registration Statement to be declared effective within 45 days after it receives a request therefor, and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in this Section 5(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(f) and has otherwise complied with its obligations pursuant to this AgreementPublic Offering.

Request for Shelf Registration. (ia) Upon the written request of any Principal Investor from time to time following the date on which the Company becoming becomes eligible for to use of Form S-3 under the Securities Act in connection with or any similar short-form registration statement (a secondary public offering of its equity securities“Shelf Registration Request”), in the event that the Company shall receive from one or more of promptly file with the Holders (the “Shelf Initiating Holders”), SEC a written request that the Company register, under the Securities Act on Form S-3 in an offering on a delayed or continuous basis shelf Registration Statement pursuant to Rule 415 promulgated (or any successor rule) under the Securities Act (a “Shelf RegistrationRegistration Statement”) (and, if the Company is a WKSI on the date of the Shelf Registration Request or will become one by the time of filing such Shelf Registration Statement, then such Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act, an “Automatic Shelf Registration Statement”), ) relating to the offer and sale by the Shelf Initiating Holders of at least $5,000,000.00 of Registrable Securities owned by any Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Initiating Holders, Registration Statement and the Company shall give written notice of such request to all of the Holders (other than the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, file a Registration Statement and (ii) use its reasonable best efforts to cause such Shelf Registration Statement to be declared become effective under the Securities Act as promptly as practicable, and in any event within 45 days after it receives a request therefor, and remain effective until there are no longer any following receipt of such Shelf Registered Securities. The obligations set forth Registration Request; provided that in this Section 5(a) shall not apply if the event that the SEC notifies the Company has that it will not review a currently effective Automatic Shelf Registration Statement, the Company shall cause such Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(f) and has otherwise complied with its obligations to become effective no later than five Business Days after receiving such notification. Any such Registration pursuant to this Agreementa Shelf Registration Request shall hereinafter be referred to as a “Shelf Registration.”

Request for Shelf Registration. (i) Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company shall receive from one or more of the Holders (the “Shelf Initiating Holders”), a written request that the Company register, under the Securities Act on Form S-3 in an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration”), the sale by the Shelf Initiating Holders of at least $5,000,000.00 25,000,000.00 of Registrable Securities owned by such Shelf Initiating Holders, the Company shall give written notice of such request to all of the Holders (other than the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale register the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, file a Registration Statement and (ii) use its reasonable best efforts to cause such Registration Statement to be declared effective within 45 days after it receives a request therefor, and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in this Section 5(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(f) and has otherwise complied with its obligations pursuant to this Agreement.

Request for Shelf Registration. 3.2.1.1. At any time after the Closing Date, upon the written request of any Sponsor Holder (i) Upon other than the Company becoming eligible for use of Form S-3 under Oak Hill Post-Closing Shareholders and the Securities Act in connection with a secondary public offering of its equity securities, TCV Post-Closing Shareholders in the event that case of an underwritten offering during the first twelve (12) months following the Closing Date) from time to time (a “Shelf Registration Request”), the Company shall receive from one or more of promptly file with the Holders (the “Shelf Initiating Holders”), SEC a written request that the Company register, under the Securities Act on Form S-3 in an offering on a delayed or continuous basis shelf Registration Statement pursuant to Rule 415 promulgated under the Securities Act (a “Shelf RegistrationRegistration Statement”), ) relating to the offer and sale by the Shelf Initiating Holders of at least $5,000,000.00 of Registrable Securities owned by such Shelf Initiating Holdersany Sponsor Holders thereof from time to time providing for any method or combination of methods of distribution legally available to any Sponsor Holder, and the Company shall give written notice of such request to all of the Holders (other than the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, file a Registration Statement and (ii) use its reasonable best efforts to cause such Shelf Registration Statement to promptly become effective under the Securities Act. Any such Registration pursuant to a Shelf Registration Request shall hereinafter be declared effective within 45 days after it receives referred to as a request therefor“Shelf Registration.” The Advent Post-Closing Shareholders shall be deemed to have given a Shelf Registration Request as of the date of this Agreement with respect to their Registrable Securities, and remain effective until there are no longer the Company may satisfy this Shelf Registration Request by including such Registrable Securities on the PIPE Registration Statement; provided, however, that the inclusion of such Registrable Securities on the PIPE Registration Statement shall not relieve the Company of any of its other obligations with respect to such Registrable Securities pursuant to this Section 3.2 or otherwise; provided, further, that the Company shall not be required to deliver a Shelf Registered SecuritiesRegistration Notice to any other Holder as a result of such Shelf Registration Request. The obligations Notwithstanding anything to the contrary set forth herein, all of the Registrable Securities held by the Investors immediately following the Closing shall be included in this Section 5(a) shall not apply if the Company has a currently effective Automatic initial Shelf Registration Statement covering all filed by the Company following the Closing (including, for the avoidance of doubt, any Registration Statement filed in connection with the PIPE Financing), which Registration Statement shall include a plan of distribution reasonably acceptable to the Sponsor Investors (including the Dragoneer Post-Closing Shareholders, if not then a Sponsor Investor) in order to facilitate Non-Underwritten Offerings; provided that, if the SEC requests that any Investor be identified as a statutory underwriter in such Registration Statement, such Investor will have an opportunity to withdraw its Shares from such Registration Statement and, as promptly as practicable after being permitted to register additional Registrable Securities in accordance with Section 5(f) under Rule 415 under the Securities Act, the Company shall amend such Registration Statement or file a new Registration Statement to register such additional Registrable Securities and has otherwise complied with its obligations pursuant cause such amendment or new Registration Statement to become effective as promptly as practicable. For the avoidance of doubt, any Registration Statement so filed shall be deemed a Shelf Registration for purposes of this Agreement.

Request for Shelf Registration. (ia) Upon Subject to the Company’s ability to use Form S-3 for the Registration of Registrable Securities for resale by the Holders, and provided that a Shelf Registration Statement registering Registrable Securities for resale by the Holders is not otherwise then effective, then upon the written request of the Holders from time to time after the date that is one hundred twenty (120) days after the Closing Date (a “Shelf Registration Request”), the Company becoming eligible for use shall, as promptly as practicable (but in no event more than ninety (90) days after receipt of the Shelf Registration Request), file with the SEC a shelf Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act (“Shelf Registration Statement”) relating to the offer and sale of Registrable Securities by the Holders thereof from time to time in connection accordance with a secondary public offering the methods of its equity securities, distribution elected by such Holders and set forth in the event Shelf Registration Statement and the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to promptly become effective under the Securities Act; provided that the Company shall receive from one or more of the Holders (the “not be required to take any action to cause any Shelf Initiating Holders”), a written request that the Company register, Registration Statement to become effective under the Securities Act on Form S-3 in an offering on a delayed or continuous basis date that is prior to the one hundred eightieth (180th) day after the Closing Date. Any such Registration pursuant to Rule 415 promulgated under the Securities Act (a Shelf Registration Request shall hereinafter be referred to as a “Shelf Registration.”), the sale by the Shelf Initiating Holders of at least $5,000,000.00 of Registrable Securities owned by such Shelf Initiating Holders, the Company shall give written notice of such request to all of the Holders (other than the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, file a Registration Statement and (ii) use its reasonable best efforts to cause such Registration Statement to be declared effective within 45 days after it receives a request therefor, and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in this Section 5(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(f) and has otherwise complied with its obligations pursuant to this Agreement.

Request for Shelf Registration. 3.2.1.1. At any time after the Closing Date, upon the written request of the Silver Lake Post-Closing Shareholder from time to time (i) Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities“Shelf Registration Request”), in the event that the Company shall receive from one or more of promptly file with the Holders (the “Shelf Initiating Holders”), SEC a written request that the Company register, under the Securities Act on Form S-3 in an offering on a delayed or continuous basis shelf Registration Statement pursuant to Rule 415 promulgated under the Securities Act (a “Shelf RegistrationRegistration Statement”), ) relating to the offer and sale by the Shelf Initiating Holders of at least $5,000,000.00 of Registrable Securities owned by such Shelf Initiating Holdersthe Silver Lake Post-Closing Shareholder thereof from time to time providing for any method or combination of methods of distribution legally available to the Silver Lake Post-Closing Shareholder, and the Company shall give written notice of such request to all of the Holders (other than the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, file a Registration Statement and (ii) use its reasonable best efforts to cause such Shelf Registration Statement to promptly become effective under the Securities Act. Any such Registration pursuant to a Shelf Registration Request shall hereinafter be declared effective within 45 days after it receives referred to as a request therefor, and remain effective until there are no longer any “Shelf Registered Securities. The obligations Registration.” Notwithstanding anything to the contrary set forth herein, all of the Registrable Securities held by the Holders immediately following the Closing shall be included in this Section 5(a) shall not apply if the Company has a currently effective Automatic initial Shelf Registration Statement covering all filed by the Company following the Closing, which Registration Statement shall include a plan of distribution reasonably acceptable to the Silver Lake Post-Closing Shareholder in order to facilitate Non-Underwritten Offerings; provided that, if the SEC requests that any Holder be identified as a statutory underwriter in such Registration Statement, such Holder will have an opportunity to withdraw its Shares from such Registration Statement and, as promptly as practicable after being permitted to register additional Registrable Securities in accordance with Section 5(f) under Rule 415 under the Securities Act, the Company shall amend such Registration Statement or file a new Registration Statement to register such additional Registrable Securities and has otherwise complied with its obligations pursuant cause such amendment or new Registration Statement to become effective as promptly as practicable. For the avoidance of doubt, any Registration Statement so filed shall be deemed a Shelf Registration for purposes of this Agreement.

Request for Shelf Registration. 3.2.1.1. At any time after the Closing Date, upon the written request of any Sponsor Holder from time to time (i) Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities“Shelf Registration Request”), in the event that the Company shall receive from one or more of promptly file with the Holders (the “Shelf Initiating Holders”), SEC a written request that the Company register, under the Securities Act on Form S-3 in an offering on a delayed or continuous basis shelf Registration Statement pursuant to Rule 415 promulgated under the Securities Act (a “Shelf RegistrationRegistration Statement”), ) relating to the offer and sale by the Shelf Initiating Holders of at least $5,000,000.00 of Registrable Securities owned by such Shelf Initiating Holdersany Sponsor Holders thereof from time to time providing for any method or combination of methods of distribution legally available to any Sponsor Holder, and the Company shall give written notice of such request to all of the Holders (other than the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, file a Registration Statement and (ii) use its reasonable best efforts to cause such Shelf Registration Statement to promptly become effective under the Securities Act. Any such Registration pursuant to a Shelf Registration Request shall hereinafter be declared effective within 45 days after it receives referred to as a request therefor“Shelf Registration.” The Perceptive Post-Closing Shareholders shall be deemed to have given a Shelf Registration Request as of the date of this Agreement with respect to all of their Registrable Securities, and remain effective until there are no longer the Company may satisfy this Shelf Registration Request by including such Registrable Securities on the PIPE Registration Statement; provided, however, that the inclusion of such Registrable Securities on the PIPE Registration Statement shall not relieve the Company of any of its other obligations with respect to such Registrable Securities pursuant to this Section 3.2 or otherwise; provided, further, that the Company shall not be required to deliver a Shelf Registered SecuritiesRegistration Notice to any other Holder as a result of such Shelf Registration Request. The obligations Notwithstanding anything to the contrary set forth herein, the Individual Holders shall be entitled to include the Registrable Securities held by them at Closing in this Section 5(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering filed by the Company in connection with the PIPE Financing (and shall be deemed to have given notice of such a request as of the date of this Agreement with respect to all of their Registrable Securities Securities), or, if such Shelf Registration Statement is not then effective, in accordance with Section 5(f) and has otherwise complied with its obligations any other Shelf Registration Statement filed by the Company following a Shelf Registration Request made by the Perceptive Post-Closing Shareholders, including the Shelf Registration Request deemed to have been given pursuant to this Agreementthe preceding sentence, in each case, in order to facilitate Non-Underwritten Offerings.

Request for Shelf Registration. (i) Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company shall receive from one or more Each of the Holders Centerbridge Parties, the Pxxxxxx Parties and the Blackstone Parties will have the right (collectively, the “Shelf Initiating Holders”), ) to make a written request that the Company register, under the Securities Act on Form S-1, or Form S-3 so long as the Company is a Seasoned Issuer, in an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act Act, the sale of all or a portion of the Registrable Securities owned by such Shelf Initiating Holders (a “Shelf Registration”). For the avoidance of doubt, the sale by the a Shelf Registration on Form S-1 shall constitute a Demand Registration and shall count against a Shelf Initiating Holders Holder’s limit of at least $5,000,000.00 Demand Registrations under Section 3(a) and a Shelf Registration on Form S-3 shall not constitute a Demand Registration. Upon receipt of Registrable Securities owned by such a request for a Shelf Initiating HoldersRegistration, the Company shall give written notice of such request to all of the Holders (other than the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 five days before after the anticipated filing date receipt of such Form S-3a request for a Shelf Registration, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale register the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days after their receipt from the Company of the written notice of such Shelf Registration; provided, however, notwithstanding any other provision herein, the Company may file such Shelf Registration during the 10-day period but in no event shall the Company cause such Shelf Registration to be declared effective prior to the expiration of such 10-day period. The “Plan of Distribution” section of such Form S-3 S-1 or Form S-3, as applicable, shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders Transactions and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, file a Registration Statement and (ii) use its reasonable best efforts to cause such Registration Statement to be declared effective within 45 as promptly as practicable, but in any event not later than 60 days after it receives a request therefortherefor (unless the Registration Statement relating to such request would be required pursuant to the rules and regulations of the Securities Act to include any audited or unaudited consolidated or pro forma financial statements that are not then currently available, in which case for each of (i) and (ii), promptly after such financial statements are available), and remain effective until there are no longer any Shelf Registered Securities. The Company’s obligations set forth in this Section 5(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities of the Holders in accordance with Section 5(f5(e) and has otherwise complied with its obligations pursuant to this Agreement.

Request for Shelf Registration. (i) Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company shall receive from one or more Each of the Holders Centerbridge Parties, the Xxxxxxx Parties and the Blackstone Parties will have the right (collectively, the “Shelf Initiating Holders”), ) to make a written request that the Company register, under the Securities Act on Form S-1, or Form S-3 so long as the Company is a Seasoned Issuer, in an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act Act, the sale of all or a portion of the Registrable Securities owned by such Shelf Initiating Holders (a “Shelf Registration”). For the avoidance of doubt, the sale by the a Shelf Registration on Form S-1 shall constitute a Demand Registration and shall count against a Shelf Initiating Holders Holder’s limit of at least $5,000,000.00 Demand Registrations under Section 3(a) and a Shelf Registration on Form S-3 shall not constitute a Demand Registration. Upon receipt of Registrable Securities owned by such a request for a Shelf Initiating HoldersRegistration, the Company shall give written notice of such request to all of the Holders (other than the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 five days before after the anticipated filing date receipt of such Form S-3a request for a Shelf Registration, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale register the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities; provided, including firm-commitment underwritten public offeringshowever, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registrationnotwithstanding any other provision herein, the Company may file such Shelf Registration during the 10-day period but in no event shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, file a Registration Statement and (ii) use its reasonable best efforts to Company cause such Shelf Registration Statement to be declared effective within 45 days after it receives a request therefor, and remain effective until there are no longer any Shelf Registered Securitiesprior to the expiration of such 10-day period. The obligations set forth in this Section 5(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(f) and has otherwise complied with its obligations pursuant to this Agreement.The

Request for Shelf Registration. (i) Upon the Company becoming eligible for use of a Short-Form S-3 Registration under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company shall receive from one or more of the Holders (the “Shelf Initiating Holders”), a written request that the Company register, under the Securities Act on Form S-3 in an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration”), the sale by the Shelf Initiating Holders of at least $5,000,000.00 25,000,000.00 of Registrable Securities owned by such Shelf Initiating Holders, the Company shall give written notice of such request to all of the Holders (other than the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Short-Form S-3Registration, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale register the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Short-Form S-3 Registration shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, file a Registration Statement and (ii) use its reasonable best efforts to cause such Registration Statement to be declared effective within 45 days after it receives a request therefor, and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in this Section 5(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(f) and has otherwise complied with its obligations pursuant to this Agreement.

Request for Shelf Registration. At the Acceptance Time, the 2003 Registration Rights Agreement shall terminate and shall be void and of no force and effect (inotwithstanding the terms that are incorporated herein). MetLife may make one written request to RGA (a “Demand Notice”) Upon that RGA register, after the Company becoming eligible for use expiration of Form S-3 under the Securities Act in connection with a secondary public offering Lock-up Period, the offer and sale prior to the Demand End Date, of all or any part of the Recently Acquired Stock held by MetLife or any of its equity securities, in the event that the Company shall receive from one or more of the Holders Subsidiaries (the “Shelf Initiating HoldersRegistrable Securities”), a written request that the Company register, under the Securities Act on Form S-3 in an offering on a delayed or continuous basis pursuant to Rule 415 promulgated ) under the Securities Act (a “Shelf Demand Registration”), the sale by the Shelf Initiating Holders of at least $5,000,000.00 of Registrable Securities owned by such Shelf Initiating Holders, the Company shall give written notice of such request to all . Upon receipt of the Holders (other than the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Form S-3Demand Notice, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall RGA shall: (i) as promptly as reasonably practicable prepare and file with the SEC on or prior to the date that is 30 days after the written request date of the Demand Notice a Shelf Initiating HoldersRegistration Statement, file a Registration Statement and (ii) use its reasonable best efforts to cause such Shelf Registration Statement to be declared become effective within 45 days after it receives a request therefor, and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in this Section 5(a(iii) shall not apply if the Company has a currently effective Automatic use its reasonable best efforts to keep such Shelf Registration Statement covering continuously effective until the earlier of (A) the date that is three years following the effective date of such Shelf Registration Statement, (B) the date when all Registrable Securities covered by the Shelf Registration Statement have been sold and (C) the date on which the Registrable Securities covered by the Shelf Registration Statement are eligible to be sold or transferred under Rule 144 under the Securities Act without being subject to any holding period or volume limitations thereunder (provided that MetLife has received an opinion of counsel to RGA who is reasonably acceptable to MetLife covering the matters referred to in accordance with Section 5(fthis clause (C) and has otherwise complied with such opinion is reasonably satisfactory to MetLife), and MetLife and its obligations pursuant to this AgreementAffiliates (other than officers and directors of MetLife and those of its Affiliates) do not beneficially own in excess of 10% of the RGA Common Stock.

Request for Shelf Registration. Ivex shall file as soon as reasonably practicable upon the written request of Acadia and/or the Holder or Holders of five percent (i5.0%) Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company shall receive from one or more of the Holders (aggregate outstanding shares of Common Stock of Ivex, one or more "shelf" registration statements with respect to the “Shelf Initiating Holders”), a written request that the Company register, under the Registrable Securities Act on Form S-3 in an offering on a delayed or continuous basis any appropriate form pursuant to Rule 415 promulgated under the Act and/or any similar rule that may be adopted by the SEC (the "Shelf Registration"). Notwithstanding the immediately preceding sentence or any other provision of this Agreement, Ivex shall have no obligation to register the Registrable Securities under this Section 2.1 until after the time Ivex is first required to file periodic reports under the Securities Exchange Act of 1934 (a “Shelf Registration”xxx "Xxxxxxxx Xxx"), . At least fifteen (15) days prior to the sale by the Shelf Initiating Holders of at least $5,000,000.00 of Registrable Securities owned by such Shelf Initiating Holders, the Company shall give written notice of such request to all of the Holders (other than the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 days before the first anticipated filing date of such Form S-3, and such notice shall describe the proposed each Shelf Registration, Ivex shall notify each Holder of the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale the number of Registrable Securities as Ivex reasonably requires from each such Holder may request if they elect to have any of their Registrable Securities included in the Shelf Registration (the "Requested Information"). If within five (5) business days prior to the first anticipated filing date, Ivex has not received the Requested Information in writing from any of such Holders (the "Non-Responsive Holders"), Ivex may file the Shelf Registration without including the Registrable Securities of the Non-Responsive Holders. At any time subsequent to the Company, given within 10 days after their receipt from the Company date of the written notice first filing of the Shelf Registration and up to the date that is ten (10) business days prior to the first anticipated effective date of such Shelf Registration. The “Plan , a Non-Responsive Holder may notify Ivex in writing that they elect to have all or part of Distribution” section of such Form S-3 shall permit all lawful means of disposition of their Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of Securities included in the Shelf Initiating Holders, file a Registration Statement and (ii) use its reasonable best efforts to cause Ivex shall so include such Registration Statement to be declared effective within 45 days after it receives a request therefor, and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in this Section 5(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(fsuch Shelf Registration; provided, however, that such Non-Responsive Holders shall have furnished to Ivex in writing all Requested Information on or prior to the tenth (10th) and has otherwise complied with its obligations pursuant business day prior to this Agreementthe first anticipated effective date of such Shelf Registration.

Request for Shelf Registration. (i) Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securitiesAct, in the event that the Company shall receive from one or more of the Holders (the “Shelf Initiating Holders”), a written request that the Company register, under the Securities Act on Form S-3 in an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration”), the sale by the Shelf Initiating Holders of at least $5,000,000.00 10,000,000.00 of Registrable Securities owned by such Shelf Initiating Holders, provided however that such Shelf Initiating Holder may make up to two requests for the sale of no less than $5,000,000 of Registrable Securities in any six month period, the Company shall give written notice of such request to all of the Holders (other than the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 ten days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 ten days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, file a Registration Statement and (ii) use its reasonable best efforts to cause such Registration Statement to be declared effective within 45 days after it receives a request therefor, and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in this Section 5(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(f) and has otherwise complied with its obligations pursuant to this Agreement.

Request for Shelf Registration. (i) Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company shall receive from one any Oaktree Stockholder or more of the Holders a Major Stockholder (the each, a “Shelf Initiating HoldersHolder”), a written request that the Company register, under the Securities Act on Form S-3 in an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration”), the sale by of all or a portion of the Shelf Initiating Holders of at least $5,000,000.00 of Registrable Securities owned by such Shelf Initiating Holders, the Company shall give written notice of such request to all of the Designated Holders (other than the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Designated Holders the opportunity to include for sale register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within 10 days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders Transactions and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, file a Registration Statement and (ii) use its reasonable best efforts to cause such Registration Statement to be declared effective within 45 days after it receives a request therefor, as promptly as practicable and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in this Section 5(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(f) and has otherwise complied with its obligations pursuant to this Agreement.

Request for Shelf Registration. (i) Upon the Company Issuer becoming eligible for use of Form S-3 S‑3 under the Securities Act in connection with a secondary public offering of its equity securitiessecurities by the Holders, in the event that the Company Issuer shall receive from one Alleghany or more of the Holders Ares LP (the “Shelf Initiating HoldersHolder”), a written request that the Company Issuer register, under the Securities Act on Form S-3 S‑3 in an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf RegistrationRegistration Statement”), the sale by of all or, to the Shelf Initiating Holders extent the amount to be registered is equal to or greater than $50 million, any portion of at least $5,000,000.00 of the Registrable Securities owned by such Shelf Initiating HoldersHolder (a “Shelf Registration”), the Company Issuer shall give written notice of such request to all of the Holders (other than the Shelf Initiating HoldersHolder) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale register the number of Registrable Securities as each such Holder may request in writing by written notice to the CompanyIssuer, given within 10 5 days after their its receipt from the Company Issuer of the written notice of such Shelf Registration; provided, that such notice shall not be required with respect to any Registrable Securities with respect to which the Issuer delivers a Shelf Takedown Notice pursuant to Section 3.2(b). The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company Issuer shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, but in any event not later than 45 days after it receives a request therefor, file a Registration Statement registration statement and (ii) use its reasonable best efforts to cause such Registration Statement registration statement to be declared effective within 45 days after it receives a request therefor, as promptly as practicable and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in this Section 5(a3.2(a) shall not apply if the Company Issuer has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(f) and has otherwise complied with its obligations pursuant Securities. If the Issuer is eligible to this Agreementfile an automatic shelf registration statement at the time a Shelf Initiating Holder requests that the Issuer effect a Shelf Registration, the Issuer shall file an automatic shelf registration statement to effect such Shelf Registration.

Request for Shelf Registration. (i) Upon Subject to the following paragraphs of this Section 4, each Sponsor shall have the right, by delivering or causing to be delivered a written notice to the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company shall receive from one or more of the Holders (the “Shelf Initiating Holders”), a written request that the Company register, under the Securities Act on Form S-3 in an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act and (a “Shelf RegistrationNotice”)) to require the Company to file pursuant to the terms of this Agreement, under and in accordance with the provisions on the Securities Act, a Shelf Registration Statement for the offer and sale from time to time of the Registrable Securities held by such Sponsor within thirty (30) days of becoming eligible to do so under and in accordance with the provisions of the Securities Act, and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable thereafter; provided that the parties acknowledge and agree that the sale by the Shelf Initiating Holders of at least $5,000,000.00 of any Registrable Securities owned by registered under such Shelf Initiating HoldersRegistration Statement may be subject to restrictions imposed by lock-up or holdback restrictions and/or applicable securities laws. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, the Company shall give written notice of such request to all and requested by, any of the Holders (other than named therein. For the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date avoidance of such Form S-3, and such notice shall describe the proposed Shelf Registrationdoubt, the intended method filing of disposition of such Registrable Securities and a Shelf Registration Statement under this Section 4(a) shall not constitute a Demand Registration; provided that any other information that at the time would request for an Underwritten Offering to be appropriate to include in such notice, and offer such Holders the opportunity to include for sale the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days after their receipt from the Company of the written notice of made under such Shelf Registration Statement shall constitute a Demand Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, file a Registration Statement and (ii) use its reasonable best efforts to cause such Registration Statement to be declared effective within 45 days after it receives a request therefor, and remain effective until there are no longer keep any Shelf Registered Securities. The obligations set forth in this Section 5(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(f) and has otherwise complied with its obligations filed pursuant to this Section 4(a) continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Shelf Holders until such securities cease to be Registrable Securities. Any request made pursuant to this Section 4(a) shall state that it is a notice to initiate the filing of a Shelf Registration Statement under this Agreement, and specify the amount of Registrable Securities to be registered and the intended method(s) of distribution thereof.

Request for Shelf Registration. (i) Upon the Company Issuer becoming eligible for use of Form S-3 S‑3 under the Securities Act in connection with a secondary public offering of its equity securitiessecurities by the Holders, in the event that the Company Issuer shall receive from one AREC, Alleghany, or more of the Holders Ares LP (the “Shelf Initiating HoldersHolder”), a written request that the Company Issuer register, under the Securities Act on Form S-3 S‑3 in an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf RegistrationRegistration Statement”), the sale by of all or, to the Shelf Initiating Holders extent the amount to be registered is equal to or greater than $50 million, any portion of at least $5,000,000.00 of the Registrable Securities owned by such Shelf Initiating HoldersHolder (a “Shelf Registration”), the Company Issuer shall give written notice of such request to all of the Holders (other than the Shelf Initiating HoldersHolder) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale register the number of Registrable Securities as each such Holder may request in writing by written notice to the CompanyIssuer, given within 10 5 days after their its receipt from the Company Issuer of the written notice of such Shelf Registration; provided, that such notice shall not be required with respect to any Registrable Securities with respect to which the Issuer delivers a Shelf Takedown Notice pursuant to Section 3.2(b). The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company Issuer shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, but in any event not later than 45 days after it receives a request therefor, file a Registration Statement registration statement and (ii) use its reasonable best efforts to cause such Registration Statement registration statement to be declared effective within 45 days after it receives a request therefor, as promptly as practicable and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in this Section 5(a3.2(a) shall not apply if the Company Issuer has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(f) and has otherwise complied with its obligations pursuant Securities. If the Issuer is eligible to this Agreementfile an automatic shelf registration statement at the time a Shelf Initiating Holder requests that the Issuer effect a Shelf Registration, the Issuer shall file an automatic shelf registration statement to effect such Shelf Registration.

Request for Shelf Registration. (i) Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company Packaging Dynamics shall receive from one or more of the Holders (the “Shelf Initiating Holders”), a written request that the Company register, under the Securities Act on Form S-3 in an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration”), the sale by the Shelf Initiating Holders of at least $5,000,000.00 of Registrable Securities owned by such Shelf Initiating Holders, the Company shall give written notice of such request to all of the Holders (other than the Shelf Initiating Holders) file as promptly soon as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after upon the written request of the holder or holders of Registrable Securities constituting one percent (1.0%) or more of the aggregate outstanding shares of Common Stock, one or more "shelf" registration statements on Form S-3 (or any successor thereto) under the Act with respect to the Registrable Securities pursuant to Rule 415 under the Act and/or any similar rule that may be adopted by the SEC (the "Shelf Initiating HoldersRegistration"). Notwithstanding the immediately preceding sentence or any other provision of this Agreement, file a Registration Statement and (ii) use its reasonable best efforts Packaging Dynamics shall have no obligation to cause such Registration Statement to be declared effective within 45 days after it receives a request therefor, and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in register Registrable Securities under this Section 5(a2.1 on more than three occasions with respect to any holder of Registrable Securities and shall have no obligation to register, or to commence any registration of, Registrable Securities under this Section 2.1 (a) until after the sixty (60th) day following the date of the distribution of Common Stock pursuant to the Distribution Agreement, dated March 18, 2002, between Ivex and Packaging Dynamics (the "Distribution"), (b) not having an aggregate offering price of more than $1 million or (c) at any time when Packaging Dynamics is not eligible to use Form S-3 (or any successor thereto) under the Act to register the Registrable Securities covered by such written request. At least fifteen (15) days prior to the first anticipated filing date of each Shelf Registration, Packaging Dynamics shall not apply notify each holder of Registrable Securities of the information Packaging Dynamics reasonably requires from each such holder if they elect to have any of their Registrable Securities included in the Company has a currently effective Automatic Shelf Registration Statement covering (the "Requested Information"). If within five (5) business days prior to the first anticipated filing date, Packaging Dynamics has not received the Requested Information in writing from any of such holders (the "Non-Responsive Holders"), Packaging Dynamics may file the Shelf Registration without including the Registrable Securities of the Non-Responsive Holders. At any time subsequent to the date of the first filing of the Shelf Registration and up to the date that is ten (10) business days prior to the first anticipated effective date of such Shelf Registration, a Non-Responsive Holder may notify Packaging Dynamics in writing that they elect to have all or part of their Registrable Securities included in the Shelf Registration and Packaging Dynamics shall so include such Registrable Securities in accordance with Section 5(fsuch Shelf Registration; provided, however, that such Non-Responsive Holders shall have furnished to Packaging Dynamics in writing all Requested Information on or prior to the tenth (10th) and has otherwise complied with its obligations pursuant business day prior to this Agreementthe first anticipated effective date of such Shelf Registration.

Request for Shelf Registration. At any time and from time to time on or after the date hereof, each Demand Holder may, in addition to the Demand Registrations requests granted such Holders pursuant to Section 2.1, make a written demand (ithe party making such a demand, the “Shelf Demanding Holder”) Upon that the Company becoming eligible for use file a “shelf” registration that constitutes an offering of Form S-3 Registrable Shares under the Securities Act in connection with a secondary public offering of its equity securities, in the event manner that the Company shall receive from one or more of the Holders (the “Shelf Initiating Holders”), a written request that the Company register, under the Securities Act on Form S-3 in an offering permits sales on a continuous or delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (or any successor provision) (each such “shelf” registration, a “Shelf Registration”), . Any demand for a Shelf Registration shall specify the sale by number of shares (or other amount) and type of Registrable Securities proposed to be sold and the Shelf Initiating Holders intended method(s) of distribution thereof and shall cover securities that have an aggregate price to the public of at least $5,000,000.00 of Registrable Securities owned by such Shelf Initiating Holders, the 1,000,000. The Company shall give written notice of such request to all of will notify the Holders (other than the Shelf Initiating HoldersDemanding Holder of the demand, and each such other Holder who wishes to include all or a portion of its Registrable Securities in the Shelf Registration (each such Holder including shares of its Registrable Securities in such registration, a “Shelf Participating Holder”) as promptly as reasonably practicable but in no event later than 10 shall so notify the Company within fifteen (15) days before the anticipated filing date after receipt of such Form S-3notice. The Company shall not be obligated (A) to effect more than two (2) Shelf Registrations by the Major Holders, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include under this Section 2.4.1 in such notice, and offer such Holders the opportunity to include for sale the number respect of Registrable Securities as each such Holder may request in writing or (B) to the Company, given effect any Shelf Registration within 10 days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable three months after the written request effective date of the Shelf Initiating Holders, file a registration statement relating to any underwritten offering of Common Stock (including any such offering effected pursuant to a Demand Registration Statement and (ii) use its reasonable best efforts to cause such Registration Statement to be declared effective within 45 days after it receives a request therefor, and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in this Section 5(a) shall not apply if the Company has a currently effective Automatic or Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(f) and has otherwise complied with its obligations hereunder). Registrations effected pursuant to this AgreementSection 2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Request for Shelf Registration. (i) Upon the Company Issuer becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securitiessecurities by the Holders, in the event that the Company Issuer shall receive from one AREC, Alleghany, or more of the Holders Ares LP (the “Shelf Initiating HoldersHolder”), a written request that the Company Issuer register, under the Securities Act on Form S-3 in an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf RegistrationRegistration Statement”), the sale by of all or, to the Shelf Initiating Holders extent the amount to be registered is equal to or greater than $50 million, any portion of at least $5,000,000.00 of the Registrable Securities owned by such Shelf Initiating HoldersHolder (a “Shelf Registration”), the Company Issuer shall give written notice of such request to all of the Holders (other than the Shelf Initiating HoldersHolder) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale register the number of Registrable Securities as each such Holder may request in writing by written notice to the CompanyIssuer, given within 10 5 days after their its receipt from the Company Issuer of the written notice of such Shelf Registration; provided, that such notice shall not be required with respect to any Registrable Securities with respect to which the Issuer delivers a Shelf Takedown Notice pursuant to Section 3.2(b). The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company Issuer shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, but in any event not later than 45 days after it receives a request therefor, file a Registration Statement registration statement and (ii) use its reasonable best efforts to cause such Registration Statement registration statement to be declared effective within 45 days after it receives a request therefor, as promptly as practicable and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in this Section 5(a3.2(a) shall not apply if the Company Issuer has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(f) and has otherwise complied with its obligations pursuant Securities. If the Issuer is eligible to this Agreementfile an automatic shelf registration statement at the time a Shelf Initiating Holder requests that the Issuer effect a Shelf Registration, the Issuer shall file an automatic shelf registration statement to effect such Shelf Registration.

Request for Shelf Registration. Subject to the provisions of this SECTION 2.1, upon the written request (ia "SHELF DEMAND REGISTRATION NOTICE") Upon of any Securityholder, given to the Company becoming eligible for use at any time until such time as such Securityholder and its affiliates no longer beneficially own (including Common Shares issuable pursuant to Warrants) at least 5% of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securitiesoutstanding Common Shares, in the event that the Company shall receive from one register some or more all of the Holders Registrable Shares held at such time by the Requesting Securityholder and any other Securityholder requesting registration of any of its Registrable Shares (each of which shall join in such request by signing the “Shelf Initiating Holders”)Demand Registration Notice, a written request that and all of which together with the Company registerRequesting Securityholder, under are collectively referred to in this Agreement (other than SECTION 2.2) as the Securities Act on Form S-3 in an offering on a delayed or continuous basis "PARTICIPATING SECURITYHOLDERS") pursuant to Rule 415 promulgated under the U.S. Securities Act (a “Shelf Registration”), providing for the sale by the Participating Securityholders of their respective Registrable Shares (such registration statement, the "SHELF REGISTRATION STATEMENT"). The Company shall give prompt written notice to all holders of Registrable Shares of the Shelf Initiating Holders Demand Registration Notice, and each holder of at least $5,000,000.00 Registrable Shares who wished to include all or a portion of such holder's Registrable Shares in the Shelf Demand registration Statement (each such holder including shares of Registrable Securities owned by in such Shelf Initiating Holders, registration also a Participating Securityholder) shall so notify the Company within 15 days after the receipt by the holder of the notice from the Company. Upon any such request, each Participating Securityholder shall give written notice be entitled to have their Registrable Securities included in the Shelf Registration Statement. The Participating Securityholders may, at their option, request that the Company file the Shelf Registration Statement using Form S-3, if such form is available for use by the Company. The Company shall use its best efforts to file the Shelf Registration Statement at the earliest practicable date, but in any event not later than 90 days after the Shelf Demand Registration Notice is received by the Company, and use its best efforts to have the Shelf Registration Statement thereafter declared effective by the SEC at the earliest practicable date. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective for a period beginning on the date on which the Shelf Registration Statement is declared effective by the SEC until the earlier to occur of such request to (i) five years and six months after November 30, 2006, (ii) the day after the date on which all of the Holders (other than Common Shares covered by the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, file a Registration Statement and (ii) use its reasonable best efforts to cause such Registration Statement to be declared effective within 45 days after it receives a request therefor, and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in this Section 5(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(f) and has otherwise complied with its obligations have been sold pursuant to this Agreementthe Shelf Registration Statement, or (iii) the first date on which there shall cease to be any Common Shares covered by the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations, or instructions applicable to the registration form used by the Company or by the U.S. Securities Act or by any other rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the Participating Securityholders whose Common Shares are included in the Shelf Registration Statement copies of any such supplement or amendment promptly after its issuance or filing with the SEC.

Request for Shelf Registration. (i) Upon So long as the Company becoming eligible for use of Form S-3 under the Securities Act in connection with is a secondary public offering of its equity securitiesSeasoned Issuer, in the event that the Company shall receive from one or more each of the Oaktree Stockholders, each of the Apollo Stockholders and each of the other Designated Holders (so long as such Oaktree Stockholder, Apollo Stockholder or other Designated Holder, as the case may be, together with their respective Affiliates, held at least 10% of the outstanding Common Stock as of the Effective Date), will have the right (collectively, the “Shelf Initiating Holders”), ) to make a written request that the Company register, under the Securities Act on Form S-3 in an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration”), the sale by of all or a portion of the Shelf Initiating Holders of at least $5,000,000.00 of Registrable Securities owned by such Shelf Initiating Holders. Upon receipt of a request for a Shelf Registration, the Company shall give written notice of such request to all of the Designated Holders (other than the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Designated Holders the opportunity to include for sale register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within 10 days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders Transactions and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, file a Registration Statement and (ii) use its commercially reasonable best efforts to cause such Registration Statement to be declared effective within 45 as promptly as practicable, but in any event not later than 60 days after it receives a request therefortherefore (unless the Registration Statement relating to such request would be required pursuant to the rules and regulations of the Securities Act to include any audited or unaudited consolidated or pro forma financial statements that are not then currently available, in which case for each of (i) and (ii), promptly after such financial statements are available), and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in this Section 5(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities of the Designated Holders in accordance with Section 5(f5(e) and has otherwise complied with its obligations pursuant to this Agreement.

Request for Shelf Registration. At any time and from time to time on or after the date hereof, each Demand Holder may, in addition to the Demand Registrations requests granted such Holders pursuant to Section 2.1, make a written demand (ithe party making such a demand, the “Shelf Demanding Holder”) Upon that the Company becoming eligible for use file a “shelf” registration that constitutes an offering of Form S-3 Registrable Shares under the Securities Act in connection with a secondary public offering of its equity securities, in the event manner that the Company shall receive from one or more of the Holders (the “Shelf Initiating Holders”), a written request that the Company register, under the Securities Act on Form S-3 in an offering permits sales on a continuous or delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (or any successor provision) (each such “shelf” registration, a “Shelf Registration”), . Any demand for a Shelf Registration shall specify the sale by number of shares (or other amount) and type of Registrable Securities proposed to be sold and the Shelf Initiating Holders intended method(s) of distribution thereof and shall cover securities that have an aggregate price to the public of at least $5,000,000.00 of Registrable Securities owned by such Shelf Initiating Holders, the 1,000,000. The Company shall give written notice of such request to all of will notify the Holders (other than the Shelf Initiating HoldersDemanding Holder of the demand, and each such other Holder who wishes to include all or a portion of its Registrable Securities in the Shelf Registration (each such Holder including shares of its Registrable Securities in such registration, a “Shelf Participating Holder”) as promptly as reasonably practicable but in no event later than 10 shall so notify the Company within fifteen (15) days before the anticipated filing date after receipt of such Form S-3notice. The Company shall not be obligated (A) to effect more than two (2) Shelf Registrations by the Holders, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include under this Section 2.4.1 in such notice, and offer such Holders the opportunity to include for sale the number respect of Registrable Securities as each such Holder may request in writing or (B) to the Company, given effect any Shelf Registration within 10 days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable three months after the written request effective date of the Shelf Initiating Holders, file a registration statement relating to any underwritten offering of Common Stock (including any such offering effected pursuant to a Demand Registration Statement and (ii) use its reasonable best efforts to cause such Registration Statement to be declared effective within 45 days after it receives a request therefor, and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in this Section 5(a) shall not apply if the Company has a currently effective Automatic or Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(f) and has otherwise complied with its obligations hereunder). Registrations effected pursuant to this AgreementSection 2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

Request for Shelf Registration. (i) Upon Subject to the Company becoming eligible for use conditions of Form S-3 under this Section 2, at any time after the Securities Act in connection with a secondary public offering of its equity securitiesdate hereof, in the event that if the Company shall receive a written request from one or more Holders owning at least 30% of the Holders Original Registrable Securities outstanding on the date hereof (the “Shelf Initiating Holders”), a written request ) that the Company register, under the Securities Act file a registration statement on Form S-3 in F-3 for an offering to be made on a delayed or continuous basis pursuant to Rule 415 promulgated under of the Securities Act (a “Shelf Registration”), registering the sale resale from time to time by the Shelf Initiating Holders of at least $5,000,000.00 thereof of Registrable Securities owned constituting at least 30% of the Original Registrable Securities, then the Company shall, within thirty (30) days of the delivery of such written request by such Shelf the Initiating Holders, the Company shall give written notice of such request to all of the Holders (other than the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale the number of Registrable Securities as each such Holder may request in writing subject to the Companylimitations of this Section 2, given within 10 days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, file a Registration Statement and (ii) use its reasonable best efforts to effect, as promptly as reasonably possible, the registration under the Securities Act of the Registrable Securities specified in the Initiating Holders’ request, together with the Registrable Securities of any Holder(s) joining in such request as are specified in a written request received by the Company within the above 30-day period (the “Shelf Registration Statement”). The Company shall use its reasonable efforts to cause such the Shelf Registration Statement to be declared effective under the Securities Act within 45 days 3 months after it receives a the Holders’ initial request therefor, and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in accordance with this Section 5(a) shall not apply if the Company has a currently effective Automatic and to keep such Shelf Registration Statement covering continuously effective under the Securities Act until the earlier of (i) two years following the date such registration was declared effective and (ii) the disposition of all Registrable Securities included in accordance with Section 5(f) and has otherwise complied with its obligations pursuant to this Agreementsuch Shelf Registration Statement.

Request for Shelf Registration. (i) Upon Beginning on the date 90 days after the Effective Date, a Requesting Holder at any time may deliver to the Company becoming eligible for use of Form S-3 a written request (a "SHELF REQUEST") that the Company file a registration statement with the Commission, on such appropriate form under the Securities Act in connection with a secondary public offering of its equity securities, in the event that as shall be determined by the Company shall receive from one or more and reasonably acceptable to the Requisite Requesting Holders (such acceptance not to be unreasonably withheld), seeking to register the offer and sale of the Registrable Securities by the Holders (the “Shelf Initiating Holders”)thereof, a written request that the Company register, under the Securities Act on Form S-3 other than in an offering on a delayed or continuous basis underwritten offering, from time to time pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration”"SHELF REGISTRATION STATEMENT"). Subject to the provisions of this Agreement, the sale by the Shelf Initiating Holders within 45 days after receipt of at least $5,000,000.00 of Registrable Securities owned by any such Shelf Initiating HoldersRequest, the Company shall give written notice of such request to all of the Holders (other than the Shelf Initiating Holders) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale the number of Registrable Securities as each such Holder may request in writing to the Company, given within 10 days after their receipt from the Company of the written notice of such Shelf Registration. The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, file a Shelf Registration Statement and (ii) shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable and in any event on or before the earlier of (i) within 45 90 days after it receives a request therefor, and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth the date of filing in this Section 5(a) shall not apply if the event the Company has a currently effective Automatic is eligible to use Form S-3 for secondary offerings and (ii) within 120 days after the date of filing in the event the Company is not then so eligible. If the Commission notifies the Company that the Shelf Registration Statement covering all Registrable will receive no action or review from the Commission, the Company will request that the Shelf Registration Statement become effective within five Business Days after receipt of such Commission notification. Upon the effectiveness under the Securities in accordance with Act of the Shelf Registration Statement, the Company will (i) cause the Shelf Registration Statement to remain effective, and supplemented and amended as required by Section 5(f6.1(b) hereof, throughout the Required Period and has otherwise complied with its obligations pursuant (ii) file post-effective amendments on Form S-3 to this Agreementeach Shelf Registration Statement, as soon as the Company is eligible to use Form S-3 for secondary offerings.

Request for Shelf Registration. (i) Upon the Company Issuer becoming eligible for use of Form S-3 S‑3 under the Securities Act in connection with a secondary public offering of its equity securitiessecurities by the Holders, in the event that the Company Issuer shall receive from one AREC, Alleghany, or more of the Holders Ares LP (the “Shelf Initiating HoldersHolder”), a written request that the Company Issuer register, under the Securities Act on Form S-3 S‑3 in an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf RegistrationRegistration Statement”), the sale by of all or, to the Shelf Initiating Holders extent the amount to be registered is equal to or greater than $50 million, any portion of at least $5,000,000.00 of the Registrable Securities owned by such Shelf Initiating HoldersHolder (a “Shelf Registration”), the Company Issuer shall give written notice of such request to all of the Holders (other than the Shelf Initiating HoldersHolder) as promptly as reasonably practicable but in no event later than 10 days before the anticipated filing date of such Form S-3, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders the opportunity to include for sale register the number of Registrable Securities as each such Holder may request in writing by written notice to the CompanyIssuer, given within 10 5 days after their its receipt from the Company Issuer of the written notice of such Shelf Registration; provided, that such notice shall not be required with respect to any Registrable Securities with respect to which the Issuer delivers a Shelf Takedown Notice pursuant to Section 3.2(b). The “Plan of Distribution” section of such Form S-3 shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to stockholders, partners or members of such Holders and sales not involving a public offering. With respect to each Shelf Registration, the Company Issuer shall (i) as promptly as reasonably practicable after the written request of the Shelf Initiating Holders, but in any event not later than 45 days after it receives a request therefor, file a Registration Statement registration statement and (ii) use its reasonable best efforts to cause such Registration Statement registration statement to be declared effective within 45 days after it receives a request therefor, as promptly as practicable and remain effective until there are no longer any Shelf Registered Securities. The obligations set forth in this Section 5(a3.2(a) shall not apply if the Company Issuer has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 5(f) and has otherwise complied with its obligations pursuant Securities. If the Issuer is eligible to this Agreement.file an automatic shelf registration statement at the time a Shelf Initiating Holder requests that the Issuer effect a Shelf Registration, the Issuer shall file an automatic shelf registration statement to effect such Shelf Registration. (b)